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EXHIBIT 9(a)
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).
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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;
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-1A 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
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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;
(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
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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 Fund's counsel; and file with the Commission and
other federal and state agency, subject to the approval of the Fund'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 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
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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
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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
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%
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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 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
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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 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. 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.
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.)
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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:
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PROVIDENT FINANCIAL PROCESSING
CORPORATION
By: /s/ J. Xxxxxxx Xxxxxxx
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MFD GROUP, INC.
By: /s/ Xxxxxxx Xxxxxxx
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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)
A-1
