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MUNICIPAL FUND FOR NEW YORK INVESTORS, INC.
ADMINISTRATION AGREEMENT
AGREEMENT dated as of January 18, 1993 between MUNICIPAL FUND FOR
NEW YORK INVESTORS, INC., a Maryland corporation (the "Fund"), PROVIDENT
FINANCIAL PROCESSING CORPORATION, a Delaware corporation, and MFD Group, Inc.
("MFD"), a Delaware corporation (collectively, the "Administrators").
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 desires to retain the Administrators to provide,
as co-administrators, certain administration services for each class and
subclass of the Fund as listed on Appendix A (as such Appendix may, from time to
time, be supplemented (or amended)) and the Administrators are willing to
furnish such services;
NOW, THEREFORE, in consideration of the premises and mutual
covenants herein contained and intending to be legally bound, it is agreed
between the parties hereto as follows:
1. APPOINTMENT OF ADMINISTRATORS. The Fund hereby appoints each of the
Administrators jointly to provide administration services to each class and
subclass of shares of the Fund on the terms and for the period set forth in this
Agreement. The Administrators accept such appointment and agree to perform the
services and duties set forth in Section 3 below in return for the compensation
provided in Section 5 below. In the event that the Fund establishes additional
classes or investment portfolios other than those listed on Appendix A with
respect to which it desires to retain the Administrators to act as
co-administrators hereunder, the Fund shall notify the Administrators, whereupon
such Appendix A shall be supplemented (or amended) and such portfolio shall
become a fund hereunder and shall be subject to the provisions of this Agreement
to the same extent as the Fund (except to the extent that said provisions,
including the compensation payable on behalf of such new fund, may be modified
in writing by the Fund and Administrators at the time).
2. DELIVERY OF DOCUMENTS. The Fund has furnished each of the Administrators
with copies, properly certified or authenticated, of each of the following
documents and will deliver to it all future amendments and supplements, if any:
a. The Fund's Articles of Incorporation, filed with the Secretary of
State of Maryland on March 4, 1983, as amended (the "Charter");
b. The Fund's By-Laws, as amended and supplemented ("By-Laws");
c. Resolutions of the Fund's Board of Directors authorizing the
execution and delivery of this Agreement;
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d. The Fund's most recent amendment to its Registration Statement
under the Securities Act of 1933, as amended, and under the 1940 Act on Form
N-IA as filed with the Securities and Exchange Commission (the "Commission") on
November 24, 1992 relating to the Fund (the Registration Statement, as presently
in effect and as amended or supplemented from time to time, is herein called the
Fund "Registration Statement");
e. The Fund's most recent Prospectus and Statement of Additional
Information and all amendments and supplements thereto (such Prospectus and
Statement of Additional Information and supplements thereto, as presently in
effect and as from time to time amended and supplemented, are herein called the
"Prospectuses"); and
f. The Fund's Shareholder Services Plan, adopted July 18, 1985 and
related form of Servicing Agreement, and the 12b-1 Services Plan, adopted July
18, 1985 and related form of Broker/Dealer Servicing Agreement.
3. SERVICES AND DUTIES. The Administrators enter into the following
covenants jointly and severally with respect to their services and duties:
a. Subject to the supervision and control of the Fund's Board of
Directors, the Administrators shall assist in supervising all aspects of the
Fund's operations, other than those investment advisory and accounting functions
which are to be performed by the Fund's investment adviser pursuant to the
Advisory Agreement and those advisory and other services to be performed by any
sub-adviser or the custodian pursuant to the Fund's Sub-Advisory Agreement and
Custodian Agreement, as amended from time to time, services to be performed by
the distributor pursuant to the Fund's Distribution Agreement and the transfer
agent pursuant to the Fund's Transfer Agency Agreement, as amended from time to
time. In this regard, the Administrators, responsibilities include:
(1) Providing personnel and supervising a facility in Wilmington,
Delaware (or in such other location as the Fund shall reasonably request)
to receive purchase and redemption orders via the Fund's toll-free in-WATS
telephone lines and transmitting such requests to the Fund's transfer agent
as promptly as practicable;
(2) Providing for the preparing, supervising and mailing of
confirmations for all purchase and redemption orders to shareholders of
record;
(3) Providing and supervising the operation of an automated data
processing system to process purchase and redemption orders (the
Administrators assume responsibility for the accuracy of the data
transmitted for processing or storage);
(4) Maintaining a procedure external to the transfer agent's system to
reconstruct lost purchase and redemption data;
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(5) Providing daily information and distributing written
communications concerning the Fund to its shareholders of record; handling
shareholder problems and calls; distributing weekly dividend letters and
monthly listings of the Fund's portfolio securities to all its shareholders
of record;
(6) Supervising the services of individuals ("shareholder
representatives") provided by MFD whose principal responsibility and
function shall be to preserve and strengthen the Fund's relationships with
its shareholders;
(7) Administering all activities concerning the installation,
maintenance, monitoring and inventory control of micro-computer equipment
that may be leased (on lease terms authorized by the Fund) by the
Administrators and placed in the offices of certain shareholders of the
Fund to facilitate shareholder access to the Fund and related shareholder
services (herein called the "Computer Access Program"). The Administrators
shall provide the directors of the Fund with such reports, statistics and
other information as they may from time to time reasonably request in order
to evaluate the Computer Access Program administered by the Administrators
pursuant to this Section 3(a)(7) and the Administrators, determination as
to the costs which are reimbursable by the Fund under Section 4. If this
Agreement is not renewed or is terminated, or if the Computer Access
Program is discontinued, for any reason, the Fund shall have the option to
assume lessee's rights and obligations under its leases for the
micro-computer equipment and under any related maintenance, insurance or
other agreements; and
(8) Monitoring the Fund's arrangements with respect to services
provided by certain institutional shareholders ("Service Organizations")
under its Shareholder Services Plan, including monitoring and reviewing the
services rendered by Service Organizations to their customers who
beneficially own shares, pursuant to agreements between the Company and
such Service organizations ("Servicing Agreements"); reviewing the
qualifications of Service organizations wishing to enter into Servicing
Agreements with the Fund; assisting in the execution and delivery of
Servicing Agreements; reporting to the Fund's Board of Directors with
respect to the amounts paid or payable by the Fund from time to time under
the Servicing Agreements and the nature of the services provided by Service
Organizations; and maintaining appropriate records in connection with such
duties.
b. The Administrators shall prepare or review, and provide advice
with respect to, all sales literature (advertisements, brochures and shareholder
communications) for the Fund and any class or subclass thereof.
c. The Administrators shall participate to the extent requested by
the Fund and its counsel in the periodic updating of the Fund's Registration
Statement; compile data and accumulate information for and coordinate with the
Fund's Treasurer the preparation of reports to shareholders of record and the
Commission (e.g., Annual and Semi-Annual Reports on Form N-SAR), it being
understood that the preparation and filing of timely Notices pursuant to Rule
24f-2 shall be performed by the Fund's Treasurer with the assistance and advice
of the counsel; and file with the Commission and other federal and state agency,
subject to the approval of the Fund's
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Treasurer, reports and documents including, without limitation, Annual and
Semi-Annual Reports on Form N-SAR and federal and state tax returns and required
tax filings other than those required to be filed by the Fund's custodian or
transfer agent.
d. For so long as the Fund maintains an office in Wilmington,
Delaware, the Administrators shall pay the Fund on the first day of each month
during such period an amount not to exceed $1,500 (or such lesser amount as is
appropriate in the event that the combined annual expenses of the Fund, Trust
for Federal Securities, Municipal Fund for California Investors, Inc.,
Portfolios for Diversified Investments, Temporary Investment Fund, Inc.,
Municipal Fund for Temporary Investment and The PNC(R) Fund (collectively,
herein called the "Companies") in maintaining their offices in Wilmington,
Delaware total less than $18,000 divided by the number of Companies which have
maintained an office in Wilmington, Delaware during the previous month).
e. The Administrators, after consultation with the distributor and
counsel for the Fund, shall determine the jurisdictions in which the Fund's
shares shall be registered or qualified for sale. The Administrators shall be
responsible for maintaining the registration or qualification of shares for sale
under the securities laws of any state and for preparing compliance filings
pursuant to state securities laws with the advice of the Fund's counsel. Payment
of share registration fees and any fees for qualifying or continuing the
qualification of the Fund as a dealer or broker shall be made by the Fund.
f. Monitor, and assist in developing compliance procedures for each
of the classes of the Fund, which will include without limitation, procedures to
monitor compliance with the Fund's investment objective, policies and
limitations, tax matters, and applicable laws and regulations.
g. The Administrators shall assist in monitoring of regulatory and
legislative developments which may affect the Fund; assist in counseling the
Fund with respect to regulatory examinations or investigations of the Fund; and
work with the Fund's counsel in connection with regulatory matters or
litigation.
h. In compliance with the requirements of Rule 31a-3 under the 1940
Act, the Administrators agree that all records which they maintain for the Fund
are the property of the Fund and further agree to surrender promptly to the Fund
any of such records upon the Fund's request. The Administrators further agree to
preserve for the periods prescribed by Rule 31a-2 under the 1940 Act the records
required to be maintained by Rule 31a-1 under said Act.
i. If the expenses borne by the Fund in any fiscal year exceed the
applicable expense limitations imposed by the securities regulations of any
state in which the Fund's shares are registered or qualified for sale to the
public, the Administrators jointly and severally agree to reimburse the Fund for
a portion of any such excess expense in an amount equal to the portion that the
administration fees otherwise payable by the Fund to the Administrators bear to
the total amount of the investment advisory and administration fees otherwise
payable by the Fund. The expense reimbursement obligation of the Administrators
is limited to the amount of their fees hereunder for such fiscal year, provided
however, that notwithstanding the foregoing, the Administrators shall reimburse
the Fund for a portion of any such excess expenses in an amount
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equal to the proportion that the fees otherwise payable to the Administrators
bear to the total amount of investment advisory and administration fees
otherwise payable by the Fund regardless of the amount of fees paid to the
Administrators during such fiscal year to the extent that the securities
regulations of any state having jurisdiction over the Fund so require. Such
expense reimbursement, if any, will be estimated, reconciled and paid on a
monthly basis.
j. In performing all of their services and duties as
co-administrators, the Administrators will act in conformity with the Charter,
By-Laws, Prospectus and resolutions and other instructions of the Fund's Board
of Directors and will comply with the requirements of the 1940 Act and other
applicable federal or state law.
4. EXPENSES ASSUMED AS ADMINISTRATORS. The Administrators will bear all
expenses incurred by them in performing their services and duties as
co-administrators, except as otherwise expressly provided herein. Other expenses
to be incurred in the operation of the Fund, including taxes, interest,
brokerage fees and commissions, if any, salaries and fees of officers and
directors who are not officers, directors, shareholders or employees of the
Administrators, or the Fund's investment adviser or distributor for the Fund,
Commission fees and state Blue Sky qualification fees, advisory and
administration fees, charges of custodians, transfer and dividend disbursing
agents' fees, certain insurance premiums, outside auditing and legal expenses,
costs of maintaining corporate existence, typesetting and printing of
prospectuses for regulatory purposes and for distribution to current
shareholders of the Funds, costs of shareholders, reports and corporate meetings
and any extraordinary expenses will be borne by the Fund, provided however, that
the Fund will not bear, directly or indirectly, the cost of any activity which
is primarily intended to result in the sale of shares of the Fund.
Notwithstanding the above, the Fund shall assume the Administrators, rights and
liabilities and obligations, as lessee, under the leases for the micro-computer
equipment referred to in Section 3(a)(7) from the date of the termination (or
any expiration without renewal) of this Agreement, or the discontinuance of the
Computer Access Program, until the conclusion of the first year of each lease.
5. COMPENSATION. For the services provided and the expenses assumed as
Administrators pursuant to Section 4 above, the Fund will:
a. pay the Administrators jointly on the first business day of each
month a fee at an annual rate of .20 of 1% of the Fund's average daily net
assets. Net asset value shall be computed at least once a day. The fee for the
period from the day of the month this Agreement is entered into until the end of
that month shall be pro-rated according to the proportion that such period bears
to the full monthly period. Upon any termination of this Agreement before the
end of any month, the fee for such part of a month shall be pro-rated according
to the proportion that such period bears to the full monthly period and shall be
payable upon the date of termination of this Agreement.
b. The Fund will also reimburse the Administrators monthly for their
reasonable out-of-pocket expenses incurred in leasing, installing, maintaining
and monitoring the micro-computer equipment and administering the Computer
Access Program pursuant to the provisions of Section 3(a)(7) above, provided
that the Administrators will not be reimbursed for any costs: (i) which exceed
the current budget for the Computer Access Program approved by the Fund's Board
of Directors; (ii) which directly or indirectly finance any activity primarily
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intended to result in the sale of shares; or (iii) which the Administrators have
not reasonably determined are in the best interests of the Fund and its
shareholders.
c. For the purpose of determining fees payable to the
Administrators, the value of the Fund's net assets shall be computed as required
by its Prospectus, generally accepted accounting principles and resolutions of
the Fund's Board of Directors. The fee attributable to the Fund shall be the
several (and not joint or joint and several) obligation of the Fund.
d. The Administrators will from time to time employ or associate
with themselves such person or persons as they may believe to be fitted to
assist them in the performance of this Agreement. Such person or persons may be
officers and employees who are employed by both the Fund and either of the
Administrators. The compensation of such person or persons shall be paid by the
Administrators, and no obligation shall be incurred on behalf of the Fund in
such respect.
6. PROPRIETARY AND CONFIDENTIAL INFORMATION. The Administrators agree on
behalf of themselves and their employees to treat confidentially and as
proprietary information of the Fund all records and other information relative
to the Fund and prior, present or potential shareholders, and not to use such
records and information for any purpose other than performance of their
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 the Administrators 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.
7. LIMITATIONS OF LIABILITY. Neither Administrator shall be liable for any
error of judgement or mistake of law or for any loss suffered by the Fund in
connection with the matters to which this Agreement relates, except a loss
resulting from willful misfeasance, bad faith or gross negligence on its part in
the performance of its duties or from reckless disregard by it of its
obligations and duties under this Agreement. Any person, even though also an
officer, director, employee or agent of either of the Administrators, who may be
or become an officer, employee or agent of the Fund, shall be deemed, when
rendering services to the Fund or acting on any business of the Fund (other than
services or business in connection with the Administrators, duties as
co-administrator hereunder) to be rendering such services to or acting solely
for the Fund and not as an officer, director, employee or agent or one under the
control or direction of the Administrators even though paid by either of them.
The Administrators agree that their liability under this Agreement, as set forth
herein, shall be joint and several.
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8. DURATION AND TERMINATION. This Agreement shall become effective upon its
execution as of the date first written above and, unless sooner terminated as
provided herein, shall continue until July 31, 1994. Thereafter, if not
terminated, this Agreement shall continue automatically for successive terms of
one year, provided that such continuance is specifically approved at least
annually (a) by a vote of a majority of those members of the Fund's Board of
Directors who are not parties to this Agreement or "interested persons" of any
such party, cast in person at a meeting called for the purpose of voting on such
approval, and (b) by the Fund's Board of Directors or by vote of a "majority of
the outstanding voting securities" of the Fund; provided, however, that this
Agreement may be terminated by the Fund at any time, without the payment of any
penalty, by vote of a majority of the entire Board of Directors or a vote of a
majority of the outstanding voting securities" of the Fund, on 60-days' written
notice to the Administrators, or by the Administrators at any time, without the
payment of any penalty, on 90-days' written notice to the Fund. This Agreement
will automatically and immediately terminate in the event of its assignment. (As
used in this Agreement, the terms "majority of the outstanding voting
securities" "interested person" and "assignment" shall have the same meaning as
such terms have in the 1940 Act.)
9. AMENDMENT OF THIS AGREEMENT. No provision of this Agreement may be
changed, discharged or terminated orally, but only by an instrument in writing
signed by the party against which enforcement of the change, discharge or
termination is sought.
10. NOTICES. Notices of any kind to be given to the Company hereunder by
the Administrators shall be in writing and shall be duly given if mailed or
delivered to the Company at Bellevue Park Corporate Center, Suite 152, 103
Bellevue Parkway, Wilmington, Delaware 19809, Attention: Xx. Xxxxxx X. Xxxxx,
Treasurer, with a copy to Philadelphia National Bank Building, 0000 Xxxxxxxx
Xxxxxx, Xxxxxxxxxxxx Xxxxxxxxxxxx 00000-0000, Attention: Xxxxxx X. Xxxxx,
Secretary, or at such other address or to such individual as shall be so
specified by the Fund to the Administrators. Notices of any kind to be given to
the Administrators hereunder by the Fund shall be in writing and shall be duly
given if mailed or delivered to MFD Group, Inc., 000 Xxxxxx-Xxxxxxx Xxxx, Xxxxx
000, Xxxxxx, Xxxxxxxxxxxx 00000, Attention: Xxxxxx X. Xxxxxxx and to Provident
Financial Processing Corporation, Bellevue Park Corporate Center, 000 Xxxxxxxx
Xxxxxxx, Xxxxxxxxxx, Xxxxxxxx 00000, Attention: Xxxxxxx X. Xxxxxxxxxx, or at
such other address or to such other individual as shall be so specified by an
Administrator to the Fund.
11. MISCELLANEOUS. 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. 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 upon and shall inure to the
benefit of the parties hereto and their respective successors.
12. COUNTERPARTS. This Agreement may be executed in counterparts, all of
which together shall constitute one and the same instrument.
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IN WITNESS WHEREOF, the parties hereto have caused this instrument
to be executed by their officers designated below as of the day and year first
above written.
MUNICIPAL FUND FOR NEW YORK
INVESTORS, INC.
By: /s/G. Willing Pepper
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PROVIDENT FINANCIAL PROCESSING
CORPORATION
By:
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MFD GROUP, INC.
By: /s/Xxxxxxx XxXxxxxxx
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IN WITNESS WHEREOF, the parties hereto have caused this instrument
to be executed by their officers designated below as of the day and year first
above written.
MUNICIPAL FUND FOR NEW YORK
INVESTORS, INC.
By:
-----------------------------------
PROVIDENT FINANCIAL PROCESSING
CORPORATION
By: /s/J. Xxxxxxx Xxxxxxx
-----------------------------------
MFD GROUP, INC.
By:
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APPENDIX A
To the
ADMINISTRATION AGREEMENT
Between
Municipal Fund for New York Investors, Inc.
and
Provident Financial Processing Corporation
and
MFD Group, Inc.
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New York Money Fund (Class A Common Stock, Class A Common Stock Special Series
1, Class A Common Stock - Special Series 2)
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