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Exhibit 8b
AMENDED AND RESTATED
TRANSFER AGENCY AGREEMENT
THIS AGREEMENT is made as of this 28th day of July, 1988 by and between
MUNICIPAL FUND FOR CALIFORNIA 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 (the "1940 Act"); and
WHEREAS, the Fund entered into a transfer agency agreement
made February 28, 1983 (the "Transfer Agency Agreement") by and between the Fund
and PFPC for services as transfer agent, registrar and dividend disbursing agent
for the Fund, which at such time offered shares in only one portfolio: the
Fund's California Money Fund portfolio (the "Cal Money Portfolio"); and
WHEREAS, the Fund, as of the date hereof, now offers shares in
two portfolios: the Cal Money Portfolio and the Fund's California Intermediate
Municipal Bond portfolio (the "Cal Intermuni Portfolio") (the Cal Money
Portfolio and the Cal Intermuni Portfolio collectively referred to herein as the
"Portfolios" and each as a "Portfolio"); and
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WHEREAS, the Fund offers three separate series of Class A
Common Stock, $.001 par value per share, and three separate series of Class B
Common Stock, $.001 par value per share (such shares and all shares of every
class or series hereafter created by the Fund called "Shares", and such classes
or series of Shares and any class or series of Shares hereafter created by the
Fund herein called "Classes"); and
WHEREAS, the Fund desires to amend and restate in full the
Transfer Agency Agreement to retain PFPC to serve as the Fund's transfer agent,
registrar, and dividend disbursing agent with respect to both the Cal Money
Portfolio and the Cal Intermuni Portfolio, 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 that the
Transfer Agency Agreement is hereby amended and restated in full 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:
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(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;
(b) The Fund's Articles of Incorporation filed with the
Department of Assessments and Taxation of the State of Maryland on September 20,
1982 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");
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(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");
(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 September 24, 1982;
(j) The Fund's Registration Statement on Form N-1 under the
1940 Act and the Securities Act of 1933, as amended (the "1933 Act"), as filed
with the SEC on September 24, 1982 (File No. 2-79510) relating to the Shares,
and all amendments thereto; and
(k) The Fund's most recent prospectus relating to each
Portfolio of the Fund (such prospectuses, as currently in effect, and all
amendments and supplements thereto are herein called the "Prospectuses", and
each a "Prospectus").
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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 such 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
relating to such Shares.
(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 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 2.3 Billion shares of Class A Common Stock, 300 million shares of
Class A Common Stock-Special Series 1, 300 million shares of Class A Common
Stock-Special Series 2, 80 million shares of Class B Common Stock, 10 million
shares of Class B Common Stock-Special Series 1 and 10 million shares of
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Class B Common Stock-Special Series 2. The Fund certifies that by virtue of its
Charter and the provision of the law of the state of its corporation, Shares
which are redeemed by the Fund from their holders are restored to the status of
authorized and unissued Shares of the same class or series as originally
authorized. The Fund may from time to time authorize the issuance of additional
shares of its Common Stock, issue additional series or classes of its Common
Stock, or classify and reclassify shares of such series or class and shall
notify PFPC of any such authorization, issuance, classification or
reclassification. 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 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
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Charter and applicable 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
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 by
applicable Federal tax laws to be withheld by the Fund on dividends and
distributions paid by the Fund.
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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.
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 and
class 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;
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(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 and shall, to the
extent practicable, be maintained separately for each Portfolio of the Fund. The
Fund, or the Fund's authorized representatives, shall have access 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
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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 N-1R.
10. 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 an 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
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directions or advice received pursuant to subparagraph (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, 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 ensuring 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 accounts 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
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in connection with PFPC's reinvestigation 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 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 Fund
Shareholders, and shall provide, or cause to be provided, communication networks
in connection with the use of such systems by Fund Shareholders pursuant to
directives given by Shearson/American Express Inc. with respect to the Computer
Access Program in accordance with the Fund's Administration 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.
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15. Indemnification. The Fund agrees to indemnify and hold harmless
PFPC 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 ensure the
accuracy and completeness 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 extent that duties, obligations and responsibilities
are not expressly set forth in this Agreement,
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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
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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, cable, telex or facsimile sending device.
Notices shall be addressed (a) if to PFPC at PFPC's address, at 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
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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 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 the PFPC and such delegate shall
promptly provide such information as the Fund may request, and respond to such
question 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
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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 CALIFORNIA
INVESTORS, INC.
Attest:/s/ Xxxxxx X. Xxxxx By:/s/ Xxxxxx X. Xxxxx
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[SEAL] PROVIDENT FINANCIAL PROCESSING
CORPORATION
Attest:/s/ Signature illegible By:/s/ Signature illegible
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