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Exhibit 9.B
TRANSFER AGENCY AGREEMENT
THIS AGREEMENT is made this 8th day of August, 1983 by and between
MUNICIPAL FUND FOR NEW YORK INVESTORS, INC., a Maryland corporation (the
"Fund"), and PROVIDENT FINANCIAL PROCESSING CORPORATION, a Delaware corporation
("PFPC"), which is an indirect, wholly-owned subsidiary of PNC Financial Corp.
R E C I T A L
WHEREAS, the Fund is registered as an open-end, diversified,
management investment company under the Investment Company Act of 1940, as
amended ("xxx 0000 Xxx"); and
WHEREAS, the Fund desires to retain PFPC to serve as the Fund's
transfer agent, registrar and dividend disbursing agent, and PFPC is willing to
furnish such services;
NOW, THEREFORE, in consideration of the premises and mutual
covenants herein contained, it is agreed between the parties hereto as follows:
1. Appointment. The Fund hereby appoints PFPC to serve as transfer
agent, registrar and dividend disbursing agent for the Fund for the period and
on the terms set forth in this Agreement. PFPC accepts such appointment and
agrees to furnish the services herein set forth in return for the compensation
as provided in Paragraph 14 of this Agreement.
2. Delivery of Documents. The Fund has furnished PFPC with copies
properly certified or authenticated of each of the following:
(a) Resolutions of the Fund's Board of Directors authorizing
the appointment of PFPC as transfer agent, registrar and dividend disbursing
agent for the Fund and approving this Agreement;
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(b) The Fund's Articles of Incorporation filed with the
Department of Assessments and Taxation of the State of Maryland on March 4, 1983
and all amendments thereto (such Articles of Incorporation, as currently in
effect and as they shall from time to time be amended, are herein called the
"Charter");
(c) The Fund's By-Laws and all amendments thereto (such
By-Laws, as currently in effect and as they shall from time to time be amended,
are herein called the "By-Laws");
(d) Resolutions of the Fund's Board of Directors appointing
Provident Institutional Management Corporation ("PIMC") as the Fund's investment
adviser and resolutions of the Fund's Board of Directors and Shareholders
approving a proposed Advisory Agreement between PIMC and the Fund (the "Advisory
Agreement");
(e) Resolutions of the Fund's Board of Directors appointing
Provident National Bank ("Provident") as the Fund's sub-investment adviser and
resolutions of the Fund's Board of Directors and Shareholders approving a
proposed Sub-Advisory Agreement between Provident and PIMC (the "Sub-Advisory
Agreement");
(f) Resolutions of the Fund's Board of Directors appointing
Shearson/American Express Inc. ("Shearson") as the Fund's distributor and
approving a proposed Distribution Agreement between Shearson and the Fund (the
"Distribution Agreement");
(g) Resolutions of the Fund's Board of Directors appointing
The Boston Company Advisors, Inc. ("Boston Advisors") as the Fund's
administrator and approving a proposed Administration Agreement between Boston
Advisors and the Fund (the "Administration Agreement");
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(h) The Advisory Agreement, the Sub-Advisory Agreement, the
Distribution Agreement and the Administration Agreement;
(i) The Fund's Notification of Registration filed pursuant to
Section 8(a) of the 1940 Act on Form N-8A with the Securities and Exchange
Commission ("SEC") on March 8, 1983;
(j) The Fund's Registration Statement on Form N-1 under the
1940 Act and the Securities Act of 1933, as amended ("xxx 0000 Xxx"), as filed
with the SEC on March 8, 1983 (File No. 2-82278) relating to shares of the
Fund's Class A Common Stock, $.001 par value per share, (such shares hereinafter
known as "Shares"), and all amendments thereto; and
(k) The Fund's most recent prospectus (such prospectus, as
currently in effect, and all amendments and supplements thereto are herein
called the "Prospectus").
The Fund will furnish PFPC from time to time with copies of all
amendments of or supplements to the foregoing, if any.
3. Issuance and Redemption of Shares.
(a) Issuance of Shares. Upon receipt of a purchase order for
the purchase of Shares and sufficient information to enable PFPC to establish a
Shareholder account, and after confirmation of receipt or crediting of Federal
funds for the order from the Fund's Custodian, PFPC shall issue and credit the
account of the Shareholder with Shares in the manner described in the
Prospectus.
(b) Redemption of Shares. Upon receipt of a redemption order
from Shearson, PFPC shall redeem the number and class of Shares indicated
thereon from the redeeming Shareholder's account and receive from the Fund's
Custodian and disburse to the
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redeeming Shareholder the redemption proceeds therefor, or arrange for direct
payment of redemption proceeds to such Shareholder by the Fund's Custodian, in
accordance with such procedures and controls as are mutually agreed upon from
time to time by and among the Fund, PFPC, and the Fund's Custodian.
4. Authorized Shares. The Fund's authorized capital stock consists
of Two Billion (2,000,000,000) shares of Class A Common Stock. The Fund
certifies that by virtue of its Charter and the provisions of the law of the
state of its incorporation, Shares which are redeemed by the Fund from their
holders are restored to the status of authorized and unissued Shares. PFPC shall
record issues of all Shares and shall notify the Fund in case any proposed issue
of 'Shares by the Fund shall result in an over-issue as defined by Section
8-104(2) of Article 8 of the Maryland Uniform Commercial Code. In case any issue
of Shares would result in such an over-issue, PFPC shall refuse to issue said
Shares and shall not, countersign and issue certificates for such Shares. The
Fund agrees to notify PFPC promptly of any change in the number of authorized
Shares and of any change in the number of Shares registered under the 1933 Act.
5. Dividends and Distributions. The Fund shall furnish PFPC with
appropriate evidence of action taken by the Fund's Board of Directors
authorizing the declaration and payment of dividends and distributions to the
Fund's Shareholders. After deducting any amount required to be withheld by any
applicable laws, rules and regulations, PFPC shall, as the agent for each
Shareholder and in accordance with the provisions of the Fund's Charter and
Prospectus, receive from the Fund's Custodian and pay to the Shareholders such
dividends and distributions in cash, or, with respect to any Shareholder who has
elected in proper manner to reinvest its dividends, invest such dividends for
such Shareholder in additional full and fractional
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Shares of the same class as the Shares upon which such dividends were declared
and paid. In lieu of receiving from the Fund's Custodian and paying to the
Shareholders cash dividends and distributions, PFPC may arrange for the direct
payment of cash dividends and distributions to the Shareholders by the Fund's
Custodian, in accordance with such procedures and controls as are mutually
agreed upon from time to time by and among the Fund, PFPC, and the Fund's
Custodian.
PFPC shall prepare and file with the Internal Revenue Service and/or
other appropriate taxing authorities, and address and mail to Shareholders, such
returns and information relating to dividends and distributions paid by the Fund
as are required to be so prepared, filed and mailed by applicable laws, rules
and regulations, or such substitute form of notice as may from time to time be
permitted or required by the Internal Revenue Service and/or other appropriate
taxing authorities. On behalf of the Fund, PFPC shall pay on a timely basis to
the appropriate Federal authorities any taxes required by applicable Federal tax
laws to be withheld by the Fund on dividends and distributions paid by the Fund.
6. Communications with Shareholders.
(a) Communications to Shareholders. PFPC will address and mail
all communications by the Fund to its Shareholders, including reports to
Shareholders, dividend and distribution notices and proxy material for its
meetings of Shareholders. PFPC will receive and tabulate the proxy cards for the
meetings of the Fund's Shareholders.
(b) Correspondence. PFPC will answer such correspondence from
Shareholders, securities brokers and others relating to its duties hereunder and
such other correspondence as may from time to time be mutually agreed upon
between PFPC and the Fund.
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7. Records. PFPC shall keep the following records:
(a) accounts for each Shareholder showing the following
information:
(i) name, address and United States Tax Identification or
Social Security number;
(ii) number and class of Shares held and number of Shares for
which certificates, if any, have been issued, including certificate numbers and
denominations;
(iii) historical information regarding the account of each
Shareholder, including dividends and distributions paid and the date and price
for all transactions on a Shareholder's account;
(iv) any stop or restraining order placed against a
Shareholder's account;
(v) any correspondence relating to the current maintenance of
a Shareholder's account;
(vi) information with respect to withholdings; and
(vii) any information required in order for PFPC to perform
any calculations contemplated or required by this Agreement;
(b) subaccounts for each Shareholder requesting such services
in connection with Shares held by such Shareholder for separate accounts
containing the same information for each subaccount as required by subparagraph
(a) above.
The books and records pertaining to the Fund which are in the
possession of PFPC shall be the property of the Fund. Such books and records
shall be prepared and maintained as required by the 1940 Act, as amended, and
other applicable securities laws and rules and regulations. The Fund, or the
Fund's authorized representatives, shall have access
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to such books and records at all times during PFPC's normal business hours, and
such books and records shall be surrendered to the Fund promptly upon request.
Upon the reasonable request of the Fund, copies of any such books and records
shall be provided by PFPC to the Fund or the Fund's authorized representative at
the Fund's expense.
8. Reports. PFPC shall furnish the Fund state by state registration
reports, such periodic and special reports as the Fund may reasonably request,
and such other information, including Shareholder lists and statistical
information concerning accounts, as may be agreed upon from time to time between
the Fund and PFPC.
9. Cooperation With Accountants. PFPC shall cooperate with the
Fund's independent certified public accountants and shall take all reasonable
action in the performance of its obligations under this Agreement to assure that
the necessary information is made available to such accountants for the
expression of their unqualified opinion, including but not limited to the
opinion included in the Fund's annual report on Form X-xX.
00. Confidentiality. PFPC agrees on behalf of itself and its
employees to treat confidentially and as the proprietary information of the Fund
all records and other information relative to the Fund and its prior, present or
potential Shareholders and relative to Shearson and its prior, present or
potential customers, and not to use such records and information for any purpose
other than performance of its responsibilities and duties hereunder, except
after prior notification to and approval in writing by the Fund, which approval
shall not be unreasonably withheld and may not be withheld where PFPC may be
exposed to civil or criminal contempt proceedings for failure to comply, when
requested to divulge such information by duly constituted authorities, or when
so requested by the Fund.
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11. Equipment Failures. In the event of equipment failures beyond
PFPC's control, PFPC shall, at no additional expense to the Fund, take
reasonable steps to minimize service interruptions but shall have no liability
with respect thereto. PFPC shall enter into and shall maintain in effect with
appropriate parties one or more agreements making reasonable provision for
emergency use of electronic data processing equipment to the extent appropriate
equipment is available.
12. Right to Receive Advice.
(a) Advice of Fund. If PFPC shall be in doubt as to any action
to be taken or omitted by it, it may request, and shall receive, from the Fund
directions or advice.
(b) Advice of Counsel. If PFPC shall be in doubt as to any
question of law involved in any action to be taken or omitted by PFPC, it may
request advice at its own cost from counsel of its own choosing (who may be
counsel for PIMC, Provident National Bank, Shearson, Boston Advisors, the Fund
or PFPC, at the option of PFPC).
(c) Conflicting Advice. In case of conflict between directions
or advice received by PFPC pursuant to subparagraph (a) of this paragraph and
advice received by, PFPC pursuant to subparagraph (b) of this paragraph, PFPC
shall be entitled to rely on and follow the advice received pursuant to the
latter provision alone.
(d) Protection of PFPC. PFPC shall be protected in any action
or inaction which it takes in reliance on any directions or advice received
pursuant to subparagraphs (a) or (b) of this paragraph which PFPC, after receipt
of any such directions or advice, reasonably and in good faith believes to be
consistent with such directions or advice. However, nothing in this paragraph
shall be construed as imposing upon PFPC any obligation (i) to seek such
directions or advice, or (ii) to act in accordance with such directions or
advice when received,
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unless, under the terms of another provision of this Agreement, the same is a
condition to PFPC's properly taking or omitting to take such action. Nothing in
this subparagraph shall excuse PFPC when an action or omission on the part of
PFPC constitutes willful misfeasance, bad faith, gross negligence or reckless
disregard by PFPC of its duties under this Agreement.
13. Compliance with Governmental Rules and Regulations. The Fund
assumes full responsibility for insuring that the contents of each prospectus of
the Fund complies with all applicable requirements of the 1933 Act, the 1940
Act, and any laws, rules and regulations of governmental authorities having
jurisdiction.
14. Compensation. As compensation for the services rendered by PFPC
during the term of this Agreement, the Fund will pay to PFPC monthly fees equal
to $12.00 per account and subaccount of the Fund per year, prorated in the case
of accounts and subaccounts maintained for only a portion of a full year, plus
$1.00 for each purchase or redemption transaction made by an account during the
month (other than a purchase transaction made in connection with PFPC's
reinvestment of dividends on behalf of a Shareholder pursuant to paragraph 5
hereof). In addition, the Fund will reimburse PFPC for its out-of-pocket
expenses relating to its services hereunder, including, but not limited to,
expenses of postage, telephone, TWX rental and line charges, wire transfer
costs, communications forms, and checks and check processing. In addition to the
other services to be rendered by PFPC under this Agreement, and the other
expenses to be borne by it hereunder, PFPC shall, if so instructed by duly
authorized officers of the Fund, install, or cause to be installed,
microcomputer systems in the offices of Shareholders, and shall provide, or
cause to be provided, communication networks in connection with the use of such
systems by Shareholders pursuant to directives given by Boston Advisors with
respect to the Computer Access Program in accordance with the Fund's
Administration
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Agreement. In such event, the Fund shall reimburse PFPC on a monthly basis for
its reasonable out-of-pocket expenses relating to such services, including, but
not limited to, travel, lodging and meal expenses of its personnel who perform
such services and expenses connected with the printing and production of
operations manuals, provided that PFPC shall in no case be ,reimbursed for any
expenses: (i) which exceed the Fund's then current budget for the Computer
Access Program approved. by its Board of Directors; or (ii) which PFPC has not
reasonably determined are in the best interests of the Fund and its
Shareholders.
15. Indemnification. The Fund agrees to indemnify and hold PFPC
harmless from all taxes, charges, expenses, assessments, claims and liabilities
(including, without limitation, liabilities arising under the 1933 Act, the
Securities Exchange Act of 1934, the 1940 Act, and any state and foreign
securities and blue sky laws, all as or to be amended from time to time) and
expenses, including (without limitation) attorneys' fees and disbursements,
arising directly or indirectly from any action or thing which PFPC takes or does
or omits to take or do at the request or on the direction of or in reliance on
the advice of the Fund, provided that PFPC shall not be indemnified against any
liability to the Fund or to its Shareholders (or any expenses incident to such
liability) arising out of PFPC's negligent failure to perform its duties under
this Agreement.
16. Responsibility of PFPC. PFPC shall be under no duty to take any
action on behalf of the Fund except as specifically set forth herein or as may
be specifically agreed to by PFPC in writing. In the performance of its duties
hereunder, PFPC shall be obligated to exercise care and diligence and to act in
good faith and to use its best efforts within reasonable limits to insure the
accuracy of all services performed under this Agreement. PFPC shall be
responsible for its own negligent failure to perform its duties under this
Agreement, but to the
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extent that duties, obligations and responsibilities are not expressly set forth
in this Agreement, PFPC shall not be liable for any act or omission which does
not constitute willful misfeasance, bad faith or gross negligence on the part of
PFPC or reckless disregard of such duties, obligations and responsibilities.
Without limiting the generality of the foregoing or of any other provision of
this Agreement, PFPC in connection with its duties under this Agreement shall
not be under any duty or obligation to inquire into and shall not be liable for
or in respect of (a) the validity or invalidity or authority or lack thereof of
any advice, direction, notice or other instrument which conforms to the
applicable requirements of this Agreement, if any, and which PFPC reasonably
believes to be genuine, or (b) delays or errors or loss of data occurring by
reason of circumstances beyond PFPC's control, including acts of civil or
military authority, national emergencies, labor difficulties, fire, mechanical
breakdown (except as provided in paragraph 11), flood or catastrophe, acts of
God, insurrection, war, riots or failure of the mails, transportation,
communication or power supply.
17. Registration as Transfer Agent. PFPC represents that it has and
is currently registered as a transfer agent with the SEC and has complied with
the SEC's regulations for registered transfer agents. PFPC agrees that it will
continue to be registered as a transfer agent with the SEC for the duration of
this Agreement. Should PFPC fail to be registered with the SEC as a transfer
agent at any time during this Agreement, the Fund may, on written notice to
PFPC, immediately terminate this Agreement.
18. Duration and Termination. This Agreement shall continue until
termination by PFPC or the Fund on sixty (60) days' written notice.
19. Notices. All notices and other communications (collectively
referred to as "Notice" or "Notices" in this paragraph) hereunder shall be in
writing or by confirming telegram,
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cable, telex or facsimile sending device. Notices shall be addressed (a) if to
PFPC at PFPC's address, X.X. Xxx 0000, Xxxxxxxxxx, Xxxxxxxx 00000; (b) if to the
Fund, at the address of the Fund; or (c) if to neither of the foregoing, at such
other address as shall have been notified to the sender of any such Notice or
other communication. If the location of the sender of a Notice and the address
of the addressee thereof are, at the time of sending, more than 100 miles apart,
the Notice may be sent by first-class mail, in which case it shall be deemed to
have been given three days after it is sent, or if sent by confirming telegram,
cable, telex or facsimile sending device, it shall be deemed to have been given
immediately, and, if the location of the sender of a Notice and the address of
the addressee thereof are, at the time of sending, not more than 100 miles
apart, the Notice may be sent by first-class mail, in which case it shall be
deemed to have been given two days after it is sent, or if sent by messenger, it
shall be deemed to have been given on the day it is delivered, or if sent by
confirming telegram, cable, telex or facsimile sending device, it shall be
deemed to have been given immediately. All postage, cable, telegram, telex and
facsimile sending device charges arising from the sending of a Notice hereunder
shall be paid by the sender.
20. Further Actions. Each party agrees to perform such further acts
and execute such further documents as are necessary to effectuate the purposes
hereof.
21. Amendments. This Agreement or any part hereof may be changed or
waived only by an instrument in writing signed by the party against which
enforcement of such change or waiver is sought.
22. Delegation. On thirty (30) days' prior written notice to the
Fund, PFPC may assign its rights and delegate its duties hereunder to any
wholly-owned direct or indirect subsidiary of Provident National Bank or PNC
Financial Corp., provided that PFPC may
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delegate its duties only to a transfer agent registered and qualified under the
Securities and Exchange Act of 1934 and other applicable law, and further
provided that PFPC and such delegate shall promptly provide such information as
the Fund may request, and respond to such questions as the Fund may ask,
relative to the delegation, including (without limitation) the capabilities of
the delegate.
23. Miscellaneous. This Agreement embodies the entire agreement and
understanding between the parties hereto, and supersedes all prior agreements
and understandings relating to the subject matter hereof. The captions in this
Agreement are included for convenience of reference only and in no way define or
delimit any of the provisions hereof or otherwise affect their construction or
effect. This Agreement shall be deemed to be a contract made in Delaware and
governed by Delaware law. If any provision of this Agreement shall be held or
made invalid by a court decision, statute, rule or otherwise, the remainder of
this Agreement shall not be affected thereby. This Agreement shall be binding
and shall inure to the benefit of the parties hereto and their respective
successors.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be executed by their officers designated below on the day and year first above
written.
[SEAL] MUNICIPAL FUND FOR NEW
YORK INVESTORS, INC.
Attest: /s/Xxxxxx X. Xxxxx By: /s/Xxxxxxx X. Xxxx
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[SEAL] PROVIDENT FINANCIAL PROCESSING
CORPORATION
Attest: /s/Xxxx X Xxxxxx By: /s/Xxxxxxx X. Xxxxxx III
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Xxxx X. Xxxxxx
Vice President & Secretary
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