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AMENDED ADVISORY AGREEMENT
AGREEMENT made as of February 9, 1987 between MUNICIPAL FUND FOR NEW
YORK Maryland corporation (herein called the Fund"), a PROVIDENT INSTITUTIONAL
MANAGEMENT CORPORATION, a Delaware corporation (herein called the "Investment
Adviser"), registered as an investment adviser under the Investment Advisers Act
of 1940 and wholly-owned by Provident National Bank ("Provident").
WHEREAS, the Fund is registered as an open-end, management investment
company under the Investment Company Act of 1940;
WHEREAS, the Fund desires to retain the Investment Adviser to render
investment advisory and other services to the Fund, and the Investment Adviser
is willing to so render such services;
NOW, THEREFORE, this Agreement
WITNESSETH:
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 the Investment Adviser to act
as investment adviser to the Fund for the period and on the terms set forth in
this Agreement. The Investment Adviser accepts such appointment and agrees to
render the services herein set forth for the compensation herein provided.
2. Delivery of Document. The Fund has furnished the Investment Adviser
with copies properly certified or authenticated of each of the following:
(a) Articles of Incorporation of the Fund (such Articles of
Incorporation, as presently in effect and as they shall from time to time be
amended or supplemented, herein called the "Articles of Incorporation");
(b) Articles Supplementary as filed with the Maryland State
Department of Assessments and Taxation on July 13, 1983;
(c) Articles of Amendment as filed with the Maryland State
Department of Assessments and Taxation on July 18, 1983;
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(d) By-Laws of the Fund (such By-Laws, as presently in effect
and as they shall from time to time be amended, herein called the "By-Laws");
(e) Resolutions of the Board of Directors of the Fund
authorizing the appointment of the Investment Adviser and the execution and
delivery of this Agreement;
(f) Registration Statement under the Securities Act of 1933,
as amended, and the Investment Company Act of 1940, as amended, on Form N-1 (No.
2-82278) relating to the common stock of the Fund ('Shares'), and all amendments
thereto;
(g) Notification of Registration of the Fund under the
Investment Company Act of 1940, as amended, on Form N-8A as filed with the
Securities and Exchange Commission on March 8, 1983, and all amendments thereto;
and
(h) Prospectus of the Fund in effect under the Securities Act
of 1933 (such prospectus and supplements thereto, as presently in effect and as
from time to time amended and supplemented, herein called the 'Prospectus').
The Fund will furnish the Investment Adviser from time to time with
copies of all amendments of or supplements to the foregoing, if any.
3. Management. Subject to the supervision of the Board of Directors of
the Fund, the Investment Adviser will provide a continuous investment program
for the Fund, including investment research and management with respect to all
securities, investments, cash and cash equivalents in its portfolio. The
Investment Adviser will determine from time to time what securities and other
investments will be purchased, retained or sold by the Fund. The Investment
Adviser will provide the services rendered by it hereunder in accordance with
the Fund's investment objective and policies as stated in the Prospectus. The
Investment Adviser further agrees that it:
(a) will conform with all applicable Rules and Regulations of
the Securities and Exchange Commission (herein called the "Rules"), and will in
addition conduct its activities under this Agreement in accordance with
regulations of the Board of Governors of the Federal Reserve System pertaining
to the investment advisory activities of bank holding companies to the same
extent as if such regulations were by their terms applicable to the activities
of the Investment Adviser;
(b) will not invest its assets or the assets of any accounts
advised by it or by Provident in Shares, make loans for the purpose of
purchasing or carrying Shares, or make loans to the Fund;
(c) will place orders pursuant to its investment
determinations for the Fund either directly with the issuer or with any broker
or dealer. In placing orders with brokers and dealers, the Investment Adviser
will attempt to obtain the best net price and the most favorable execution of
its orders. Consistent with this obligation, when the execution and price
offered by two or more brokers or dealers are comparable, the Investment Adviser
may, in its discretion, purchase and sell portfolio securities to and from
brokers and dealers who provide the
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Fund with research advice and other services. In no instance will portfolio
securities be purchased from or sold to the Fund's principal underwriter, the
Investment Adviser or any affiliated person thereof, except to the extent
permitted by the Securities and Exchange Commission;
(d) will, together with Provident, maintain books and records
with respect to the Fund's securities transactions, keep its books of account
and will render to the Fund's Board of Directors such periodic and special
reports as the Board may request;
(e) will compute the net asset value and the net income for
the Fund on each business day as described in the Prospectus or as more
frequently requested by the Fund; and
(f) will 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 will not 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 the Investment Adviser 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.
4. Services Not Exclusive. The investment management services rendered
by the Investment Adviser hereunder are not to be deemed exclusive, and the
Investment Adviser shall be free to render similar services to others so long as
its services under this Agreement are not impaired thereby.
5. Sub-Advisory Agreement. Notwithstanding anything herein to the
contrary, this Agreement shall not be effective until the Investment Adviser and
Provident deliver to the Fund a duly executed copy of the Sub-Advisory Agreement
in substantially the form attached as Exhibit A hereto (the "Sub-Advisory
Agreement") pursuant to which Provident will provide the Investment Adviser with
certain investment advisory services on behalf of the Fund. The Investment
Adviser agrees to give the Fund prompt written notice of any termination of or
notice to terminate the Sub-Advisory Agreement by any person other than the
Fund.
6. Books and Records. In compliance with the requirements of Rule
31a-3, the Investment Adviser hereby agrees that all records which it maintains
for the Fund are the property of the Fund and further agrees to surrender
promptly to the Fund any of such records upon the Fund's request. The Investment
Adviser further agrees to preserve for the periods prescribed by Rule 3la-2 the
records required to be maintained by Rule 3la-1 of the Rules.
7. Expenses. During the term of this Agreement, the Investment Adviser
will pay all expenses incurred by it in connection with its activities under
this Agreement other than the cost of (including brokerage commissions, if any)
securities purchased for the Fund.
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In addition, 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 Shares are registered or qualified for sale to the
public, the Investment Adviser shall reimburse the Fund for one-half of any
excess up to the amount of the fees payable to it during such fiscal year
pursuant to paragraph 8 hereof; provided, however, that notwithstanding the
foregoing, the Investment Adviser shall reimburse the Fund for one-half of such
excess expenses regardless of the amount of fees paid to it during such fiscal
year to the extent that the securities regulations of any state in which the
Shares are registered or qualified for sale so require.
8. Compensation. For the services provided and the expenses assumed
pursuant to this Agreement, the Fund will pay the Investment Adviser and the
Investment Adviser will accept as full compensation therefor a fee, computed
daily and payable monthly, at an annual rate of .20% of the Fund's average net
assets.
9. Limitation of Liability of the Investment Adviser. Neither Provident
nor the investment Adviser shall be liable for any error of judgment 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 a breach of fiduciary
duty with respect to the receipt of compensation for services or a loss
resulting from willful misfeasance, bad faith or gross negligence on the part of
the Investment Adviser in the performance of its duties or from reckless
disregard by it of its obligations and duties under this Agreement.
Notwithstanding the foregoing, the Investment Adviser shall be liable to the
Fund for the acts and omissions of Provident to the extent that Provident is
liable to the Investment Adviser for such acts or omissions under the
Sub-Advisory Agreement between the Investment Adviser and Provident.
10. Duration and Termination. This Agreement, unless sooner terminated
as provided herein, shall continue until July 31, 1987. Thereafter, if not
terminated, this Agreement shall continue for successive periods of 12 months
each, provided such continuance is specifically approved at least annually (a)
by the vote of a majority of these members of the Board of Directors of the Fund
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 Board of Directors of the Fund 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 the Board of Directors of the Fund or by vote of a majority of the
outstanding voting securities of the Fund on 60 days' written notice to the
Investment Adviser, or by the Investment Adviser at any time, without payment of
any penalty, on 90 days' written notice to the Fund. This Agreement will
immediately terminate in the event of its assignment and upon any termination of
the Sub-Advisory Agreement. (As used in this Agreement, the terms 'majority of
the outstanding voting securities,' 'interested person' and "assignment" shall
have the same meanings as such terms have in the Investment Company Act of
1940.)
11. Amendment of this Agreement. No provision of this Agreement may be
changed,, waived,, discharged or terminated orally, but only by an instrument in
writing signed by the party against which enforcement of the change, waiver,
discharge or termination is sought,
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and no amendment of this Agreement shall be effective until approved by vote of
a majority of the Fund's outstanding voting securities.
12. 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 and shall be
governed by Delaware law.
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.
[Seal] (a Maryland corporation)
Attest: By: /s/Xxxxxx Xxxxx
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Vice President & Treasurer
PROVIDENT INSTITUTIONAL
[Corporate Seal] MANAGEMENT CORPORATION
Attest: /s/Xxxx X. Xxxxxx, Xx By: /s/Xxxxxx X. Xxxxx
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Vice President & Secretary
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