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TEMPORARY INVESTMENT FUND, INC.
ADMINISTRATION AGREEMENT
AGREEMENT dated as of January 18, 1993 between TEMPORARY
INVESTMENT FUND, 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 shares ("shares") in each 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 February 8, 1973, as amended and
supplemented (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") 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
Statements of Additional Information and all amendments and supplements thereto
(such Prospectuses and Statements 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 restated Shareholder Services Plan
and related form of shareholder 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 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;
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(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
(8) Monitoring the Company's arrangements
with respect to services provided by certain institutional
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shareholders ("Service Organizations") under its restated 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 California Investors,
Inc., Municipal Fund for New York Investors, Inc., Municipal Fund for Temporary
Investment, Portfolios for Diversified 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).
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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 and subclasses 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
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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, 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.
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 with respect to
the TempFund portfolio, computed daily and payable monthly from the assets of
TempFund, at the following annual rate: .175% of the first $1 billion of
TempFund's average net assets, plus .15% or the next $1 billion of its average
net assets, plus .125% of the next $1 billion of its average net assets, plus
.1% of the next $1 billion of its average net
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assets, plus .095% of the next $1 billion of its average net assets, plus .09%
of the next $1 billion of its average net assets, plus .08% of the next $1
billion of its average net assets, plus .075% of the next $1 billion of its
average net assets, plus .07% of its average net assets over $8 billion; and
(2) pay the Administrators jointly a fee with respect to
the TempCash portfolio, computed daily and payable monthly from the assets of
TempCash, at the following annual rate: .175% of the first $1 billion of
TempCash's average net assets, plus .15% of the next $1 billion of its average
net assets, plus .125% of the next $1 billion of its average net assets, plus
.1% of the next $1 billion of its average net assets, plus .095% of the next $1
billion of its average net assets, plus .09% of the next $1 billion of its
average net assets, plus .085% of the next $1 billion of its average net assets,
plus .08% of its average net assets over $7 billion.
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
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and its Funds 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 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 March 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 event of its assignment. (As used in this
Agreement, the terms "majority of the outstanding voting securities,"
"interested
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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: ▇▇. ▇▇▇▇▇▇ ▇.
▇▇▇▇▇, Treasurer, with a copy to Philadelphia National Bank Building, ▇▇▇▇
▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇, Attention: W. ▇▇▇▇▇
▇▇▇▇▇▇▇▇, III, 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., ▇▇▇
▇▇▇▇▇▇-▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, Attention: ▇▇▇▇▇▇ ▇.
▇▇▇▇▇▇▇ and to Provident Financial Processing Corporation, Bellevue Park
Corporate Center, ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, Attention:
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇, 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.
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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.
TEMPORARY INVESTMENT FUND, INC.
By: /s/G. Willing Pepper
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PROVIDENT FINANCIAL PROCESSING
CORPORATION
By: /s/▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
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MFD GROUP, INC.
By: /s/▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
---------------------------
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APPENDIX A
to the
ADMINISTRATION AGREEMENT
between
Temporary Investment Fund, Inc.
and
Provident Financial Processing Corporation and
MFD Group, Inc.
TempFund (Class B shares and Class B - Special Series 1 shares (also known as
the "Dollar shares"))
TempCash (Class C (also known as the "Dollar shares") and Class C - Special
Series 1 shares)
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