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EXHIBIT(9)(a)
TRUST FOR FEDERAL SECURITIES
ADMINISTRATION AGREEMENT
AGREEMENT dated as of January 18, 1993 between TRUST FOR FEDERAL
SECURITIES, a Pennsylvania business trust (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 units of beneficial interest ("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).
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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:
a. The Company's Declaration of Trust, filed with the Secretary
of State of the Commonwealth of Pennsylvania on May 14, 1975, as amended (the
"Charter");
b. The Company's By-Laws, as amended and supplemented
("By-Laws");
c. Resolutions of the Company's Board of Trustees 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 Trustees, 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:
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(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;
(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
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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 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
Trustees 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,
Portfolios for Diversified Investment, Municipal Fund for California Investors,
Inc., Municipal Fund for New York Investors, Inc., Municipal Fund for Temporary
Investment,
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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).
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
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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 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 Trustees 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:
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a. (1) pay the Administrators jointly a fee with respect to the
FedFund, T-Fund, FedCash, T-Cash, Federal Trust Fund and Treasury Trust Fund
portfolios, computed daily and payable monthly from the assets belonging to
FedFund, T- Fund, FedCash, T-Cash, Federal Trust Fund and Treasury Trust Fund
(in proportion to each such portfolio's average net assets), at the following
annual rate: .175% of the first $1 billion of the combined average net assets of
the FedFund, T-Fund, FedCash, T-Cash, Federal Trust Fund and Treasury Trust
Fund, plus .15% or the next $1 billion of their combined average net assets,
plus .125% of the next $1 billion of their combined average net assets, plus .1%
of the next $1 billion of their combined average net assets, plus .095% of the
next $1 billion of their combined average net assets, plus .09% of the next $1
billion of their combined average net assets, plus .085% of the next $1 billion
of their combined average net assets, plus .080% of their combined average net
assets, over $8 billion.
(2) pay the Administrators jointly a fee with respect to the
Short Government Fund, computed daily and payable monthly from the assets
belonging to Short Government Fund, at the annual rate of .20% of the average
net assets of Short Government Fund.
(3) pay the Administrators jointly a fee with respect to the
Intermediate Government Fund, computed daily and payable monthly from the assets
belonging to Intermediate Government Fund, at the annual rate of .20% of the
average net assets of Intermediate Government Fund.
(4) pay the Administrators jointly a fee with respect to the
Long Government Fund, computed daily and payable monthly from the assets
belonging to Long Government Fund, at the annual rate of .20% of the average net
assets of Long Government Fund.
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 Trustees; (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
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accounting principles and resolutions of the Company's Board of Trustees. 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 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
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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 Trustees 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 Trustees 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 Trustees 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 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: W. Xxxxx XxXxxxxx, 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., 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. a. The captions in this Agreement are included for
convenience of reference only and in no way
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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.
b. The names "Trust for Federal Securities" and "Trustees of
Trust for Federal Securities" refer specifically to the trust created and the
Trustees, as trustees but not individually or personally, acting from time to
time under a Declaration of Trust dated May 14, 1975, which is hereby referred
to and a copy of which is on file at the principal office of the Company. The
obligations of "Trust for Federal Securities" entered into in the name or on
behalf thereof by any of the Trustees, officers, representatives or agents are
not made individually, but in such capacities, and are not binding upon any of
the Trustees, shareholders, representatives or agents of the Company personally,
but bind only the Trust property (as defined in the Declaration of Trust), and
all persons dealing with any Fund or class of shares of the Company must look
solely to the Trust property belonging to such Fund or class for the enforcement
of any claims against the Company.
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.
TRUST FOR FEDERAL SECURITIES
By:
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PROVIDENT FINANCIAL PROCESSING
CORPORATION
By: /s/
--------------------------------
MFD GROUP, INC.
By:
--------------------------------
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APPENDIX A
to the
ADMINISTRATION AGREEMENT
between
Trust for Federal Securities
and
Provident Financial Processing Corporation and
MFD Group, Inc.
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FedFund (FedFund Shares and FedFund Dollar shares)
T-Fund (T-Fund shares and T-Fund Dollar shares)
FedCash (FedCash shares and FedCash Dollar shares)
T-Cash (T-Cash shares and T-Cash Dollar shares)
Federal Trust Fund (Federal Trust shares and Federal Trust Dollar shares)
Treasury Trust Fund (Treasury Trust shares and Treasury Trust Dollar shares)
Short Government Fund (Short Government shares and Short Government Dollar
shares)
Intermediate Government Fund (Intermediate Government shares and Intermediate
Government Dollar shares)
Long Government Fund (Long Government shares and Long Government
Dollar shares)
A-1
