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EXHIBIT 6
MUNICIPAL FUND FOR NEW YORK INVESTORS, INC.
DISTRIBUTION AGREEMENT
Agreement dated as of January 31, 1994 between Municipal Fund
for New York Investors, Inc., a Maryland corporation, (the "Fund"), and
Provident Distributors, Inc., a Delaware corporation (the "Distributor").
WHEREAS, the Fund is an open-end, diversified management
investment company and is so registered under the Investment Company Act of
1940, as amended (the "1940 Act"); and
WHEREAS, the Fund desires to retain the Distributor as its
distributor to provide for the sale and distribution of each class and subclass
of shares of the Fund as listed on Appendix A (as such Appendix may, from time
to time, be supplemented (or amended)), and the Distributor is willing to
render such services;
NOW, THEREFORE, in consideration of the premises and mutual
covenants set forth and intending to be legally bound, the parties hereto agree
as follows:
1. APPOINTMENT OF DISTRIBUTOR. The Fund hereby appoints
the Distributor as distributor of each class and subclass of shares in the Fund
on the terms and for the period set forth in this Agreement. The Distributor
hereby accepts such appointment and agrees to render the services and duties
set forth in Section 3 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 Distributor to act as
distributor hereunder, the Fund shall notify the Distributor, 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 may be
modified in writing by the Fund and Distributor at the time).
2. DELIVERY OF DOCUMENTS. The Fund has furnished the
Distributor 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"),
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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;
d. The Fund's most recent amendment to its
Registration Statement under the Securities Act of 1933, as amended (the "1933
Act"), and the 1940 Act on Form N-1A as filed with the Securities and Exchange
Commission (the "Commission") on November 30, 1993, relating to the Fund (the
Registration Statement, as presently in effect and as amended or supplemented
from time to time, is herein called the "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 "Prospectus"); and
f. The Fund's 12b-1 Services Plan and Form of
Broker/Dealer Servicing Agreement.
3. SERVICES AND DUTIES. The Distributor enters into the
following covenants with respect to its services and duties:
a. The Distributor agrees to sell, as agent,
from time to time during the term of this Agreement, shares upon the terms and
at the current offering price as described in the Prospectus. The Distributor
will act only in its own behalf as principal in making agreements with selected
dealers. No broker-dealer or other person which enters into a selling or
servicing agreement with the Distributor shall be authorized to act as agent
for the Fund in connection with the offering or sale of shares to the public or
otherwise. The Distributor shall use its best efforts to sell shares of each
class or subclass of the Fund but shall not be obligated to sell any certain
number of shares.
b. The Distributor shall prepare or review,
provide advice with respect to, and file with the federal and state agencies or
other organization as required by federal, state, or other applicable laws and
regulations, all sales literature (advertisements, brochures and shareholder
communications) for the Fund and any class or subclass thereof.
c. In performing all of its services and duties
as Distributor, the Distributor 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
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with the requirements of the 1933 Act, the Securities Exchange Act of 1934, the
1940 Act and all other applicable federal or state law.
d. The Distributor will bear the cost of (i)
printing and distributing any Prospectus (including any supplement thereto) to
persons who are not shareholders, and (ii) preparing, printing and distributing
any literature, advertisement or material which is primarily intended to result
in the sale of shares; provided, however, that the Distributor shall not be
obligated to bear the expenses incurred by the Fund in connection with the
preparation and printing of any amendment to any Registration Statement or
Prospectus necessary for the continued effective registration of the shares
under the 1933 Act and state securities laws and the distribution of any such
document to existing shareholders of the Fund.
e. The Fund shall have the right to suspend the
sale of shares at any time in response to conditions in the securities markets
or otherwise, and to suspend the redemption of shares of the Fund at any time
permitted by the 1940 Act or the rules and regulations of the Commission
("Rules").
f. The Fund reserves the right to reject any
order for shares but will not do so arbitrarily or without reasonable cause.
4. LIMITATIONS OF LIABILITY. The Distributor shall not
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 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.
5. PROPRIETARY AND CONFIDENTIAL INFORMATION. The
Distributor agrees on behalf of itself and its 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 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 Distributor 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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6. INDEMNIFICATION.
a. The Fund represents and warrants to the
Distributor that the Registration Statement contains, and that the Prospectuses
at all times will contain, all statements required by the 1933 Act and the
Rules of the Commission, will in all material respects conform to the
applicable requirements of the 1933 Act and the Rules and will not include any
untrue statement of a material fact or omit to state any material fact required
to be stated therein or necessary to make the statements therein, in light of
the circumstances under which they were made, not misleading, except that no
representation or warranty in this Section 6 shall apply to statements or
omissions made in reliance upon and in conformity with written information
furnished to the Fund by or on behalf of the Distributor or either of the
Fund's co-administrators expressly for use in the Registration Statement or
Prospectus.
b. The Fund agrees that it will indemnify,
defend and hold harmless the Distributor, its several officers, and directors,
and any person who controls the Distributor within the meaning of Section 15 of
the 1933 Act, from and against any losses, claims, damages or liabilities,
joint or several, to which the Distributor, its several officers, and
directors, and any person who controls the Distributor within the meaning of
Section 15 of the 1933 Act, may become subject under the 1933 Act or otherwise,
insofar as such losses, claims, damages or liabilities (or actions or
proceedings in respect thereof) arise out of, or are based upon any untrue
statement or alleged untrue statement of a material fact contained in the
Registration Statement, the Prospectus or in any application or other document
executed by or on behalf of the Fund or are based upon information furnished by
or on behalf of the Fund filed in any state in order to qualify the shares
under the securities or blue sky laws thereof ("Blue Sky application") or arise
out of, or are based upon, the omission or alleged omission to state therein a
material fact required to be stated therein or necessary to make the statements
therein not misleading, and will reimburse the Distributor, its several
officers, and directors, and any person who controls the Distributor within the
meaning of Section 15 of the 1933 Act, for any legal or other expenses
reasonably incurred by the Distributor, its several officers, and directors,
and any person who controls the Distributor within the meaning of Section 15 of
the 1933 Act, in investigating, defending or preparing to defend any such
action, proceeding or claim; provided, however, that the Fund shall not be
liable in any case to the extent that such loss, claim, damage or liability
arises out of, or is based upon, any untrue statement, alleged untrue
statement, or omission or alleged omission made in the Registration Statement,
the Prospectus or any Blue Sky application with respect to the Fund
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in reliance upon and in conformity with written information furnished to the
Fund by or on behalf of the Distributor or either of the Fund's
co-administrators specifically for inclusion therein or arising out of the
failure of the Distributor to deliver a current Prospectus.
c. The Fund shall not indemnify any person
pursuant to this Section 6 unless the court or other body before which the
proceeding was brought has rendered a final decision on the merits that such
person was not liable by reason of his or her willful misfeasance, bad faith or
gross negligence in the performance of his or her duties, or his or her
reckless disregard of any obligations and duties, under this Agreement
("disabling conduct") or, in the absence of such a decision, a reasonable
determination (based upon a review of the facts) that such person was not
liable by reason of disabling conduct has been made by the vote of a majority
of a quorum of the directors of the Fund who are neither "interested parties"
(as defined in the 0000 Xxx) nor parties to the proceeding, or by an
independent legal counsel in a written opinion.
d. The Distributor will indemnify and hold
harmless the Fund and its several officers and directors, and any person who
controls the Fund within the meaning of Section 15 of the 1933 Act, from and
against any losses, claims, damages or liabilities, joint or several, to which
any of them may become subject under the 1933 Act or otherwise, insofar as such
losses, claims, damages or liabilities (or actions or proceedings in respect
thereof) arise out of, or are based upon, any untrue statement or alleged
untrue statement of a material fact contained in the Registration Statement,
the Prospectus or any Blue Sky application, or arise out of, or are based upon,
the omission or alleged omission to state therein a material fact required to
be stated therein or necessary to make the statements therein not misleading,
which statement or omission was made in reliance upon and in conformity with
information furnished in writing to the Fund or any of its several officers and
directors by or on behalf of the Distributor or either of the Fund's
co-administrators specifically for inclusion therein, and will reimburse the
Fund and its several officers, directors and such controlling persons for any
legal or other expenses reasonably incurred by any of them in investigating,
defending or preparing to defend any such action, proceeding or claim.
e. The obligations of the Fund under this
Section 6 shall be the several (and not the joint or joint and several)
obligation of the Fund.
7. DURATION AND TERMINATION. This Agreement shall
become effective upon its execution as of the date first written
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above and, unless sooner terminated as provided herein, shall continue until
July 31, 1995. 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 by a vote of a "majority of the outstanding voting
securities" of the Fund on 60-days' written notice to the Distributor, or by
the Distributor 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 meanings as such terms have in the 1940 Act.)
8. 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 an enforcement of
the change, waiver, discharge or termination is sought.
9. NOTICES. Notices of any kind to be given to the
Fund hereunder by the Distributor shall be in writing and shall be duly given
if mailed or delivered to the Fund 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 Distributor. Notices of any kind to be given to
the Distributor hereunder by the Fund shall be in writing and shall be duly
given if mailed or delivered to Provident Distributors, Inc., 000
Xxxxxx-Xxxxxxx Xxxx, Xxxxx 000, Xxxxxx, Xxxxxxxxxxxx 00000, Attention: Xxxxxx
X. Xxxxxxx or at such other address or to such other individual as shall be so
specified by the Distributor to the Fund.
10. MISCELLANEOUS. The captions in this Agreement are
included for convenience of reference only and in no way define
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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.
11. 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.
MUNICIPAL FUND FOR NEW YORK
INVESTORS, INC.
By /s/ Xxxxxx X. Xxxxx
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Vice President
PROVIDENT DISTRIBUTORS, INC.
By /s/ Xxxxxx Xxxxxxx
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CEO
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APPENDIX A
to the
DISTRIBUTION AGREEMENT
between
Municipal Fund for New York Investors, Inc.
and
Provident Distributors, 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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