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EXHIBIT 9(b)
TRANSFER AGENCY AGREEMENT
THIS AGREEMENT is made this 8th day of August, 1983 by and between
MUNICIPAL FUND FOR NEW YORK INVESTORS, INC., a Maryland corporation (the
"Fund"), and PROVIDENT FINANCIAL PROCESSING CORPORATION, a Delaware corporation
("PFPC"), which is an indirect, wholly-owned subsidiary of PNC Financial Corp.
R E C I T A L
WHEREAS, the Fund is registered as an open-end, diversified,
management investment company under the Investment Company Act of 1940, as
amended ("xxx 0000 Xxx"); and
WHEREAS, the Fund desires to retain PFPC to serve as the Fund's
transfer agent, registrar and dividend disbursing agent, and PFPC is willing to
furnish such services;
NOW, THEREFORE, 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 PFPC to serve
as transfer agent, registrar and dividend disbursing agent for the Fund for the
period and on the terms set forth in this Agreement. PFPC accepts such
appointment and agrees to furnish the services herein set forth in return for
the compensation as provided in Paragraph 14 of this Agreement.
2. Delivery of Documents. The Fund has furnished PFPC
with copies properly certified or authenticated of each of the following:
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(a) Resolutions of the Fund's Board of Directors
authorizing the appointment of PFPC as transfer agent, registrar and dividend
disbursing agent for the Fund and approving this Agreement;
(b) The Fund's Articles of Incorporation filed
with the Department of Assessments and Taxation of the State of Maryland on
March 4, 1983 and all amendments thereto (such Articles of Incorporation, as
currently in effect and as they shall from time to time be amended, are herein
called the "Charter");
(c) The Fund's By-Laws and all amendments thereto
(such By-Laws, as currently in effect and as they shall from time to time be
amended, are herein called the "By-Laws");
(d) Resolutions of the Fund's Board of Directors
appointing Provident Institutional Management Corporation ("PIMC") as the
Fund's investment adviser and resolutions of the Fund's Board of Directors and
Shareholders approving a proposed Advisory Agreement between PIMC and the Fund
(the "Advisory Agreement");
(e) Resolutions of the Fund's Board of Directors
appointing Provident National Bank ("Provident") as the Fund's sub-investment
adviser and resolutions of the Fund's Board of Directors and Shareholders
approving a proposed Sub-Advisory Agreement between Provident and PIMC (the
"Sub-Advisory Agreement");
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(f) Resolutions of the Fund's Board of Directors
appointing Shearson/American Express Inc. ("Shearson") as the Fund's
distributor and approving a proposed Distribution Agreement between Shearson
and the Fund (the "Distribution Agreement");
(g) Resolutions of the Fund's Board of Directors
appointing The Boston Company Advisors, Inc. ("Boston Advisors") as the Fund's
administrator and approving a proposed Administration Agreement between Boston
Advisors and the Fund (the "Administration Agreement");
(h) The Advisory Agreement, the Sub-Advisory
Agreement, the Distribution Agreement and the Administration Agreement;
(i) The Fund's Notification of Registration filed
pursuant to Section 8(a) of the 1940 Act on Form N-8A with the Securities and
Exchange Commission ("SEC") on March 8, 1983;
(j) The Fund's Registration Statement on Form N-1
under the 1940 Act and the Securities Act of 1933, as amended ("xxx 0000 Xxx"),
as filed with the SEC on March 8, 1983 (File No. 2-82278) relating to shares of
the Fund's Class A Common Stock, $.001 par value per share (such shares
hereinafter known as "Shares"), and all amendments thereto; and
(k) The Fund's most recent prospectus (such
prospectus, as currently in effect, and all amendments and supplements thereto
are herein called the "Prospectus").
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The Fund will furnish PFPC from time to time with copies of
all amendments of or supplements to the foregoing, if any.
3. Issuance and Redemption of Shares.
(a) Issuance of Shares. Upon receipt of a
purchase order for the purchase of Shares and sufficient information to enable
PFPC to establish a Shareholder account, and after confirmation of receipt or
crediting of Federal funds for the order from the Fund's Custodian, PFPC shall
issue and credit the account of the Shareholder with Shares in the manner
described in the Prospectus.
(b) Redemption of Shares. Upon receipt of a
redemption order from Shearson, PFPC shall redeem the number and class of
Shares indicated thereon from the redeeming Shareholder's account and receive
from the Fund's Custodian and disburse to the redeeming Shareholder the
redemption proceeds therefor, or arrange for direct payment of redemption
proceeds to such Shareholder by the Fund's Custodian, in accordance with such
procedures and controls as are mutually agreed upon from time to time by and
among the Fund, PFPC, and the Fund's Custodian.
4. Authorized Shares. The Fund's authorized capital
stock consists of Two Billion (2,000,000,000) shares of Class A Common Stock.
The Fund certifies that by virtue of its Charter and the provisions of the law
of the state of its incorporation, Shares which are redeemed by the Fund from
their holders are restored to the status of authorized and unissued Shares.
PFPC
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shall record issues of all Shares and shall notify the Fund in case any
proposed issue of Shares by the Fund shall result in an over-issue as defined
by Section 8-104(2) of Article 8 of the Maryland Uniform Commercial Code. In
case any issue of Shares would result in such an over-issue, PFPC shall refuse
to issue said Shares and shall not countersign and issue certificates for such
Shares. The Fund agrees to notify PFPC promptly of any change in the number of
authorized Shares and of any change in the number of Shares registered under
the 1933 Act.
5. Dividends and Distributions. The Fund shall furnish
PFPC with appropriate evidence of action taken by the Fund's Board of Directors
authorizing the declaration and payment of dividends and distributions to the
Fund's Shareholders. After deducting any amount required to be withheld by any
applicable laws, rules and regulations, PFPC shall, as the agent for each
Shareholder and in accordance with the provisions of the Fund's Charter and
Prospectus, receive from the Fund's Custodian and pay to the Shareholders such
dividends and distributions in cash, or, with respect to any Shareholder who
has elected in proper manner to reinvest its dividends, invest such dividends
for such Shareholder in additional full and fractional Shares of the same class
as the Shares upon which such dividends were declared and paid. In lieu of
receiving from the Fund's Custodian and paying to the Shareholders cash
dividends and distributions, PFPC may arrange for the direct payment of cash
dividends and distributions to the Shareholders by the Fund's Custodian, in
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accordance with such procedures and controls as are mutually agreed upon from
time to time by and among the Fund, PFPC, and the Fund's Custodian.
PFPC shall prepare and file with the Internal Revenue Service
and/or other appropriate taxing authorities, and address and mail to
Shareholders, such returns and information relating to dividends and
distributions paid by the Fund as are required to be so prepared, filed and
mailed by applicable laws, rules and regulations, or such substitute form of
notice as may from time to time be permitted or required by the Internal
Revenue Service and/or other appropriate taxing authorities. On behalf of the
Fund, PFPC shall pay on a timely basis to the appropriate Federal authorities
any taxes required by applicable Federal tax laws to be withheld by the Fund on
dividends and distributions paid by the Fund.
6. Communications with Shareholders.
(a) Communications to Shareholders. PFPC will
address and mail all communications by the Fund to its Shareholders, including
reports to Shareholders, dividend and distribution notices and proxy material
for its meetings of Shareholders. PFPC will receive and tabulate the proxy
cards for the meetings of the Fund's Shareholders.
(b) Correspondence. PFPC will answer such
correspondence from Shareholders, securities brokers and others relating to its
duties hereunder and such other correspondence as
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may from time to time be mutually agreed upon between PFPC and the Fund.
7. Records. PFPC shall keep the following records:
(a) accounts for each Shareholder showing the
following information:
(i) name, address and United States Tax
Identification or Social Security number;
(ii) number and class of Shares held and
number of Shares for which certificates, if any, have been issued, including
certificate numbers and denominations;
(iii) historical information regarding the
account of each Shareholder, including dividends and distributions paid and the
date and price for all transactions on a Shareholder's account;
(iv) any stop or restraining order placed
against a Shareholder's account;
(v) any correspondence relating to the
current maintenance of a Shareholder's account;
(vi) information with respect to
withholdings; and
(vii) any information required in order
for PFPC to perform any calculations contemplated or required by this
Agreement;
(b) subaccounts for each Shareholder requesting
such services in connection with Shares held by such Shareholder
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for separate accounts containing the same information for each subaccount as
required by subparagraph (a) above.
The books and records pertaining to the Fund which are in the
possession of PFPC shall be the property of the Fund. Such books and records
shall be prepared and maintained as required by the 1940 Act, as amended, and
other applicable securities laws and rules and regulations. The Fund, or the
Fund's authorized representatives, shall have access to such books and records
at all times during PFPC's normal business hours, and such books and records
shall be surrendered to the Fund promptly upon request. Upon the reasonable
request of the Fund, copies of any such books and records shall be provided by
PFPC to the Fund or the Fund's authorized representative at the Fund's expense.
8. Reports. PFPC shall furnish the Fund state by state
registration reports, such periodic and special reports as the Fund may
reasonably request, and such other information, including Shareholder lists and
statistical information concerning accounts, as may be agreed upon from time to
time between the Fund and PFPC.
9. Cooperation With Accountants. PFPC shall cooperate
with the Fund's independent certified public accountants and shall take all
reasonable action in the performance of its obligations under this Agreement to
assure that the necessary information is made available to such accountants for
the expression of their unqualified opinion,
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including but not limited to the opinion included in the Fund's annual report
on Form N-1R.
10. Confidentiality. PFPC agrees on behalf of itself and
its employees to treat confidentially and as the proprietary information of the
Fund all records and other information relative to the Fund and its prior,
present or potential Shareholders and relative to Shearson and its prior,
present or potential customers, 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 PFPC 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.
11. Equipment Failures. In the event of equipment
failures beyond PFPC's control, PFPC shall, at no additional expense to the
Fund, take reasonable steps to minimize service interruptions but shall have no
liability with respect thereto. PFPC shall enter into and shall maintain in
effect with appropriate parties one or more agreements making reasonable
provision for emergency use of electronic data processing equipment to the
extent appropriate equipment is available.
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12. Right to Receive Advice.
(a) Advice of Fund. If PFPC shall be in doubt as
to any action to be taken or omitted by it, it may request, and shall receive,
from the Fund directions or advice.
(b) Advice of Counsel. If PFPC shall be in doubt
as to any question of law involved in any action to be taken or omitted by
PFPC, it may request advice at its own cost from counsel of its own choosing
(who may be counsel for PIMC, Provident National Bank, Shearson, Boston
Advisors, the Fund or PFPC, at the option of PFPC).
(c) Conflicting Advice. In case of conflict
between directions or advice received by PFPC pursuant to subparagraph (a) of
this paragraph and advice received by PFPC pursuant to subparagraph (b) of this
paragraph, PFPC shall be entitled to rely on and follow the advice received
pursuant to the latter provision alone.
(d) Protection of PFPC. PFPC shall be protected
in any action or inaction which it takes in reliance on any directions or
advice received pursuant to subparagraphs (a) or (b) of this paragraph which
PFPC, after receipt of any such directions or advice, reasonably and in good
faith believes to be consistent with such directions or advice. However,
nothing in this paragraph shall be construed as imposing upon PFPC any
obligation (i) to seek such directions or advice, or (ii) to act in accordance
with such directions or advice when received, unless, under the terms of
another provision of this Agreement,
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the same is a condition to PFPC's properly taking or omitting to take such
action. Nothing in this subparagraph shall excuse PFPC when an action or
omission on the part of PFPC constitutes willful misfeasance, bad faith, gross
negligence or reckless disregard by PFPC of its duties under this Agreement.
13. Compliance with Governmental Rules and Regulations.
The Fund assumes full responsibility for insuring that the contents of each
prospectus of the Fund complies with all applicable requirements of the 1933
Act, the 1940 Act, and any laws, rules and regulations of governmental
authorities having jurisdiction.
14. Compensation. As compensation for the services
rendered by PFPC during the term of this Agreement, the Fund will pay to PFPC
monthly fees equal to $12.00 per account and subaccount of the Fund per year,
prorated in the case of accounts and subaccounts maintained for only a portion
of a full year, plus $1.00 for each purchase or redemption transaction made by
an account during the month (other than a purchase transaction made in
connection with PFPC's reinvestment of dividends on behalf of a Shareholder
pursuant to paragraph 5 hereof). In addition, the Fund will reimburse PFPC for
its out-of-pocket expenses relating to its services hereunder, including, but
not limited to, expenses of postage, telephone, TWX rental and line charges,
wire transfer costs, communications forms, and checks and check processing. In
addition to the other services to be rendered by PFPC under this Agreement, and
the other expenses to be borne by
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it hereunder, PFPC shall, if so instructed by duly authorized officers of the
Fund, install, or cause to be installed, micro-computer systems in the offices
of Shareholders, and shall provide, or cause to be provided, communication
networks in connection with the use of such systems by Shareholders pursuant to
directives given by Boston Advisors with respect to the Computer Access Program
in accordance with the Fund's Administration Agreement. In such event, the
Fund shall reimburse PFPC on a monthly basis for its reasonable out-of-pocket
expenses relating to such services, including, but not limited to, travel,
lodging and meal expenses of its personnel who perform such services and
expenses connected with the printing and production of operations manuals,
provided that PFPC shall in no case be reimbursed for any expenses: (i) which
exceed the Fund's then current budget for the Computer Access Program approved
by its Board of Directors; or (ii) which PFPC has not reasonably determined are
in the best interests of the Fund and its Shareholders.
15. Indemnification. The Fund agrees to indemnify and
hold PFPC harmless from all taxes, charges, expenses, assessments, claims and
liabilities (including, without limitation, liabilities arising under the 1933
Act, the Securities Exchange Act of 1934, the 1940 Act, and any state and
foreign securities and blue sky laws, all as or to be amended from time to
time) and expenses, including (without limitation) attorneys' fees and
disbursements, arising directly or indirectly
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from any action or thing which PFPC takes or does or omits to take or do at the
request or on the direction of or in reliance on the advice of the Fund,
provided that PFPC shall not be indemnified against any liability to the Fund
or to its Shareholders (or any expenses incident to such liability) arising out
of PFPC's negligent failure to perform its duties under this Agreement.
16. Responsibility of PFPC. PFPC shall be under no duty
to take any action on behalf of the Fund except as specifically set forth
herein or as may be specifically agreed to by PFPC in writing. In the
performance of its duties hereunder, PFPC shall be obligated to exercise care
and diligence and to act in good faith and to use its best efforts within
reasonable limits to insure the accuracy of all services performed under this
Agreement. PFPC shall be responsible for its own negligent failure to perform
its duties under this Agreement, but to the extent that duties, obligations and
responsibilities are not expressly set forth in this Agreement, PFPC shall not
be liable for any act or omission which does not constitute willful
misfeasance, bad faith or gross negligence on the part of PFPC or reckless
disregard of such duties, obligations and responsibilities. Without limiting
the generality of the foregoing or of any other provision of this Agreement,
PFPC in connection with its duties under this Agreement shall not be under any
duty or obligation to inquire into and shall not be liable for or in respect of
(a) the validity or invalidity or
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authority or lack thereof of any advice, direction, notice or other instrument
which conforms to the applicable requirements of this Agreement; if any, and
which PFPC reasonably believes to be genuine, or (b) delays or errors or loss
of data occurring by reason of circumstances beyond PFPC's control, including
acts of civil or military authority, national emergencies, labor difficulties,
fire, mechanical breakdown (except as provided in paragraph 11), flood or
catastrophe, acts of God, insurrection, war, riots or failure of the mails,
transportation, communication or power supply.
17. Registration as Transfer Agent. PFPC represents that
it has and is currently registered as a transfer agent with the SEC and has
complied with the SEC's regulations for registered transfer agents. PFPC
agrees that it will continue to be registered as a transfer agent with the SEC
for the duration of this Agreement. Should PFPC fail to be registered with the
SEC as a transfer agent at any time during this Agreement, the Fund may, on
written notice to PFPC, immediately terminate this Agreement.
18. Duration and Termination. This Agreement shall
continue until termination by PFPC or the Fund on sixty (60) days' written
notice.
19. Notices. All notices and other communications
(collectively referred to as "Notice" or "Notices" in this paragraph) hereunder
shall be in writing or by confirming telegram, cable, telex or facsimile
sending device. Notices
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shall be addressed (a) if to PFPC at PFPC's address, X.X. Xxx 0000, Xxxxxxxxxx,
Xxxxxxxx 00000; (b) if to the Fund, at the address of the Fund; or (c) if to
neither of the foregoing, at such other address as shall have been notified to
the sender of any such Notice or other communication. If the location of the
sender of a Notice and the address of the addressee thereof are, at the time of
sending, more than 100 miles apart, the Notice may be sent by first-class mail,
in which case it shall be deemed to have been given three days after it is
sent, or if sent by confirming telegram, cable, telex or facsimile sending
device, it shall be deemed to have been given immediately, and, if the location
of the sender of a Notice and the address of the addressee thereof are, at the
time of sending, not more than 100 miles apart, the Notice may be sent by
first-class mail, in which case it shall be deemed to have been given two days
after it is sent, or if sent by messenger, it shall be deemed to have been
given on the day it is delivered, or if sent by confirming telegram, cable,
telex or facsimile sending device, it shall be deemed to have been given
immediately. All postage, cable, telegram, telex and facsimile sending device
charges arising from the sending of a Notice hereunder shall be paid by the
sender.
20. Further Actions. Each party agrees to perform such
further acts and execute such further documents as are necessary to effectuate
the purposes hereof.
21. Amendments. This Agreement or any part hereof may be
changed or waived only by an instrument in writing signed by
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the party against which enforcement of such change or waiver is sought.
22. Delegation. On thirty (30) days' prior written
notice to the Fund, PFPC may assign its rights and delegate its duties
hereunder to any wholly-owned direct or indirect subsidiary of Provident
National Bank or PNC Financial Corp., provided that PFPC may delegate its
duties only to a transfer agent registered and qualified under the Securities
and Exchange Act of 1934 and other applicable law, and further provided that
PFPC and such delegate shall promptly provide such information as the Fund may
request, and respond to such questions as the Fund may ask, relative to the
delegation, including (without limitation) the capabilities of the delegate.
23. Miscellaneous. This Agreement embodies the entire
agreement and understanding between the parties hereto, and supersedes all
prior agreements and understandings relating to the subject matter hereof. 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. This Agreement shall be deemed to be a contract
made in Delaware and governed by Delaware law. 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
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binding and shall inure to the benefit of the parties hereto and their
respective successors.
IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be executed by their officers designated below on the day and year
first above written.
[SEAL] MUNICIPAL FUND FOR NEW YORK
INVESTORS, INC.
Attest:/s/ Xxxxxx X. Xxxxx By:/s/ Xxxxxxx X. Xxxx
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[SEAL] PROVIDENT FINANCIAL PROCESSING
CORPORATION
Attest:/s/ Xxxx X. Xxxxxx, Xx. By:/s/ Xxxxxxx X. Xxxx III
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Vice President and
Secretary
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