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Exhibit 8a
MUNICIPAL FUND FOR CALIFORNIA INVESTORS, INC.
ADMINISTRATION AGREEMENT
AGREEMENT dated as of January 18, 1993 between MUNICIPAL FUND FOR
CALIFORNIA INVESTORS, INC., a Maryland corporation (the "Company"), PROVIDENT
FINANCIAL PROCESSING CORPORATION, a Delaware corporation, and MFD Group, Inc.
("MFD"), a Delaware corporation (collectively, the "Administrators").
WHEREAS, the Company 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 Company desires to retain the Administrators to provide,
as co-administrators, certain administration services for each class and
subclass of the Company's investment portfolios (individually, a "Fund,"
collectively, the "Funds") 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 Company hereby appoints each of
the Administrators jointly to provide administration services to each class and
subclass of shares in each of the Company's Funds 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
Company establishes additional classes or investment portfolios other than the
Funds listed on Appendix A with respect to which it desires to retain the
Administrators to act as co-administrators hereunder, the Company 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 Funds (except to the
extent that said provisions, including the compensation payable on behalf of
such new Fund, may be modified in writing by the Company and Administrators at
the time).
2. DELIVERY OF DOCUMENTS. The Company 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:
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a. The Company's Articles of Incorporation, filed with the
Secretary of State of Maryland on September 20, 1982, as amended (the
"Charter");
b. The Company's By-Laws, as amended and supplemented
("By-Laws");
c. Resolutions of the Company's Board of Directors authorizing
the execution and delivery of this Agreement;
d. The Company's most recent amendment to its Registration
Statement under the Securities Act of 1933, as amended, and under the 1940 Act
on Form N-1A as filed with the Securities and Exchange Commission (the
"Commission") on May 28, 1992 relating to its Funds (the Registration Statement,
as presently in effect and as amended or supplemented from time to time, is
herein called the "Registration Statement");
e. The Company's most recent Prospectuses and Statement of
Additional Information and all amendments and supplements thereto (such
Prospectuses 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 Company's amended and restated Non-12b-1 Shareholder
Services Plan, adopted June 21, 1988 and related amended and restated Servicing
Agreement amended and restated 12b-1 Services Plan adopted May 28, 1985 and
related amended and restated 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 Company's Board
of Directors, the Administrators shall assist in supervising all aspects of the
Funds' operations, other than those investment advisory and accounting functions
which are to be performed by the Company'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 Company's Sub-Advisory Agreement
and Custodian Agreement, as amended from time to time, services to be performed
by the distributor pursuant to the Company's Distribution Agreement and the
transfer agent pursuant to the Company'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
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the Company shall reasonably request) to receive purchase and redemption orders
via the Company's toll-free in-WATS telephone lines and transmitting such
requests to the Company'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;
(5) Providing daily information and distributing written
communications concerning the Funds to their shareholders of record; handling
shareholder problems and calls; distributing weekly dividend letters and monthly
listings of each money market Fund's portfolio securities to all its
shareholders of record; and, at a shareholder's request, dividend letters and
monthly listings of each non-money market Fund's portfolio securities;
(6) Supervising the services of individuals ("shareholder
representatives") provided by MFD whose principal responsibility and function
shall be to preserve and strengthen the Company'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 Company) by the
Administrators and placed in the offices of certain shareholders of the Company
to facilitate shareholder access to the Company and related shareholder services
(herein called the "Computer Access Program"). The Administrators shall provide
the directors of the Company 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 each of the Funds under Section 4. If this Agreement is not
renewed or is terminated, or if the Computer Access Program is discontinued, for
any reason, the Company 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
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(8) Monitoring the Company'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
Company; assisting in the execution and delivery of Servicing Agreements;
reporting to the Company's Board of Directors with respect to the amounts paid
or payable by the Company 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 each of the Funds and any class or subclass
thereof.
c. The Administrators shall participate to the extent requested
by the Company and its counsel in the periodic updating of the Company's
Registration Statement; compile data and accumulate information for and
coordinate with the Company'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 Company's Treasurer
with the assistance and advice of the Company's counsel; and file with the
Commission and other federal and state agency, subject to the approval of the
Company's 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 Company's
custodian or transfer agent.
d. For so long as the Company maintains an office in Wilmington,
Delaware, the Administrators shall pay the Company 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 Company,
Trust for Federal Securities, Municipal Fund for New York Investors, Inc.,
Municipal Fund for Temporary Investment, Portfolios for Diversified Investment,
Temporary Investment Fund, Inc. 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).
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e. The Administrators, after consultation with the distributor and
counsel for the Company, shall determine the jurisdictions in which the
Company'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 Company's
counsel. Payment of share registration fees and any fees for qualifying or
continuing the qualification of the Company or any Fund as a dealer or broker
shall be made by the Company or Fund involved.
f. Monitor, and assist in developing compliance procedures for
each of the classes of the Company's Funds, which will include without
limitation, procedures to monitor compliance with each 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 Company; assist in counseling the
Company with respect to regulatory examinations or investigations of the
Company; and work with the Company'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
Company are the property of the Company and further agree to surrender promptly
to the Company any of such records upon the Company'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 any 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 such 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
such Fund for a portion of any such excess expenses in an amount 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
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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, Prospectuses and resolutions and other instructions of the Company'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 Funds, 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 Company's investment adviser or distributor for the
Funds, 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 Company, provided, however,
that the Company will not bear, directly or indirectly, the cost of any activity
which is primarily intended to result in the sale of shares of the Funds.
Notwithstanding the above, the Company 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.
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5. COMPENSATION. For the services provided and the expenses assumed
as Administrators pursuant to Section 4 above, the Company will:
a. (1) pay the Administrators jointly a fee at an annual rate of
.20 of 1% of the Company'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 which such period bears to the full the end of any
month, the fee for such part of a month shall be pro-rated according to the
proportion which such period bears to the full monthly period and shall be
payable upon the date of termination of this Agreement.
b. The Company 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
Company's Board of Directors; (ii) which directly or indirectly finance any
activity primarily intended to result in the sale of shares; or (iii) which the
Administrators have not reasonably determined are in the best interests of the
Company and its shareholders.
c. For the purpose of determining fees payable to the
Administrators, the value of each Fund's net assets shall be computed as
required by its Prospectuses, generally accepted accounting principles and
resolutions of the Company's Board of Directors. The fee attributable to each
Fund shall be the several (and not joint or joint and several) obligation of
each such 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 Company 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 Company 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 Company all records and other information
relative to the Company and its Funds and prior, present or potential
shareholders, and
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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 Company, 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 Company.
7. LIMITATIONS OF LIABILITY. Neither Administrator shall be liable
for any error of judgment or mistake of law or for any loss suffered by the
Company 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 Company, shall be deemed, when
rendering services to the Company or acting on any business of the Company
(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 Company 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.
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 May 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 Company'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 Company's Board of Directors or by vote of a "majority
of the outstanding voting securities" of the Company; provided, however, that
this Agreement may be terminated by the Company 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 Company, 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 Company.
This Agreement will automatically and immediately terminate in the
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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 Company to the Administrators. Notices of any kind to be given
to the Administrators hereunder by the Company 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 Company.
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.
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.
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MUNICIPAL FUND FOR CALIFORNIA
INVESTORS, INC.
By:/s/ G. Willing Pepper
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PROVIDENT FINANCIAL PROCESSING
CORPORATION
By:/s/ Signature illegible
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MFD GROUP, INC.
By:
---------------------------------
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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 CALIFORNIA
INVESTORS, INC.
By:
---------------------------------
PROVIDENT FINANCIAL PROCESSING
CORPORATION
By:/s/ Signature illegible
---------------------------------
MFD GROUP, INC.
By:
---------------------------------
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APPENDIX A
to the
ADMINISTRATION AGREEMENT
between
Municipal Fund for California Investors, Inc.
and
Provident Financial Processing Corporation and
MFD Group, Inc.
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California Money Fund (Class A Common Stock, Class A Common Stock - Special
Series 1 and Class A Common Stock - Special Series 2)
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