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MUNICIPAL FUND FOR NEW YORK INVESTORS, INC.
DISTRIBUTION AGREEMENT
Agreement dated as of January 31, 1994 between Municipal Fund for New
York Investors, Inc., a Maryland corporation, (the "Fund"), and Provident
Distributors, Inc., a Delaware corporation (the "Distributor").
WHEREAS, the Fund is an open-end, diversified management investment
company and is so registered under the Investment Company Act of 1940, as
amended (the "1940 Act"); and
WHEREAS, the Fund desires to retain the Distributor as its distributor
to provide for the sale and distribution of each class and subclass of shares of
the Fund as listed on Appendix A (as such Appendix may, from time to time, be
supplemented (or amended)), and the Distributor is willing to render such
services;
NOW, THEREFORE, in consideration of the premises and mutual covenants
set forth and intending to be legally bound, the parties hereto agree as
follows:
1. APPOINTMENT OF DISTRIBUTOR. The Fund hereby appoints the Distributor
as distributor of each class and subclass of shares in the Fund on the terms and
for the period set forth in this Agreement. The Distributor hereby accepts such
appointment and agrees to render the services and duties set forth in Section 3
below. In the event that the Fund establishes additional classes or investment
portfolios other than those listed on Appendix A with respect to which it
desires to retain the Distributor to act as distributor hereunder, the Fund
shall notify the Distributor, whereupon such Appendix A shall be supplemented
(or amended) and such portfolio shall become a fund hereunder and shall be
subject to the provisions of this Agreement to the same extent as the Fund
(except to the extent that said provisions may be modified in writing by the
Fund and Distributor at the time).
2. DELIVERY OF DOCUMENTS. The Fund has furnished the Distributor with
copies, properly certified or authenticated, of each of the following documents
and will deliver to it all future amendments and supplements, if any:
(a) The Fund's Articles of Incorporation, filed with the
Secretary of State of Maryland on March 4, 1983, as amended (the "Charter");
(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;
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(d) The Fund's most recent amendment to its Registration Statement
under the Securities Act of 1933, as amended (the "1933 Act"), and the 1940 Act
on Form N-lA as filed with the Securities and Exchange Commission (the
"Commission") on November 30, 1993, relating to the Fund (the Registration
Statement, as presently in effect and as amended or supplemented from time to
time, is herein called the "Registration Statement");
(e) The Fund's most recent Prospectus and Statement of Additional
Information and all amendments and supplements thereto (such Prospectus and
Statement of Additional Information and supplements thereto, as presently in
effect and as from time to time amended and supplemented, are herein called the
"Prospectus"); and
(f) The Fund's 12b-i Services Plan and Form of Broker/Dealer Servicing
Agreement.
3. SERVICES AND DUTIES. The Distributor enters into the following
covenants with respect to its services and duties:
(a) The Distributor agrees to sell, as agent, from time to time during
the term of this Agreement, shares upon the terms and at the current offering
price as described in the Prospectus. The Distributor will act only in its own
behalf as principal in making agreements with selected dealers. No broker-dealer
or other person which enters into a selling or servicing agreement with the
Distributor shall be authorized to act as agent for the Fund in connection with
the offering or sale of shares to the public or otherwise. The Distributor shall
use its best efforts to sell shares of each class or subclass of the Fund but
shall not be obligated to sell any certain number of shares.
(b) The Distributor shall prepare or review, provide advice with
respect to, and file with the federal and state agencies or other organization
as required by federal, state, or other applicable laws and regulations, all
sales literature (advertisements, brochures and shareholder communications) for
the Fund and any class or subclass thereof.
(c) In performing all of its services and duties as Distributor, the
Distributor will act in conformity with the Charter, By-Laws, Prospectus and
resolutions and other instructions of the Fund's Board of Directors and will
comply with the requirements of the 1933 Act, the Securities Exchange Act of
1934, the 1940 Act and all other applicable federal or state law.
(d) The Distributor will bear the cost of (i) printing and distributing
any Prospectus (including any supplement thereto) to persons who are not
shareholders, and (ii) preparing, printing and distributing any literature,
advertisement or material which is primarily intended to result in the sale of
shares; provided however,, that the Distributor shall not be obligated to bear
the expenses incurred by the Fund in connection with the preparation and
printing of any amendment to any Registration Statement or Prospectus necessary
for the continued effective registration of the shares under the 1933 Act and
state securities laws and the distribution of any such document to existing
shareholders of the Fund.
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(e) The Fund shall have the right to suspend the sale of shares at any
time in response to conditions in the securities markets or otherwise, and to
suspend the redemption of shares of the Fund at any time permitted by the-1940
Act or the rules and regulations of the Commission ("Rules").
(f) The Fund reserves the right to reject any order for shares but will
not do so arbitrarily or without reasonable cause.
4. LIMITATION OF LIABILITY. The Distributor shall not be liable for any
judgment or mistake of law or for any loss suffered by the Fund in connection
with the matters to which this Agreement relates, except a loss resulting from
willful misfeasance, bad faith or gross negligence on its part in the
performance of its duties or from reckless disregard by it of its obligations
and duties under this Agreement.
5. PROPRIETARY AND CONFIDENTIAL INFORMATION. The Distributor agrees on
behalf of itself and its employees to treat confidentially and as proprietary
information of the Fund all records and other information relative to the Fund
and prior, present or potential shareholders, and not to use such records and
information for any purpose other than performance of its responsibilities and
duties hereunder, except after prior notification to and approval in writing by
the Fund, which approval shall not be unreasonably withheld and may not be
withheld where the Distributor may be exposed to civil or criminal contempt
proceedings for failure to comply, when requested to divulge such information by
duly constituted authorities, or when so requested by the Fund.
6. INDEMNIFICATION.
(a) The Fund represents and warrants to the Distributor that the
Registration Statement contains, and that the Prospectuses at all times will
contain, all statements required by the 1933 Act and the Rules of the
Commission, will in all material respects conform to the applicable requirements
of the 1933 Act and the Rules and will not include any untrue statement of a
material fact or omit to state any material fact required to be stated therein
or necessary to make the statements therein, in light of the circumstances under
which they were made, not misleading, except that no representation or warranty
in this Section 6 shall apply to statements or omissions made in reliance upon
and in conformity with written information furnished to the Fund by or on behalf
of the Distributor or either of the Fund's co-administrators expressly for use
in the Registration Statement or Prospectus.
(b) The Fund agrees that it will indemnify, defend and hold harmless
the Distributor, its several officers, and directors, and any person who
controls the Distributor within the meaning of Section 15 of the 1933 Act, from
and against any losses, claims, damages or liabilities, joint or several, to
which the Distributor, its several officers, and directors, and any person who
controls the Distributor within the meaning of Section 15 of the 1933 Act, may
become subject under the 1933 Act or otherwise, insofar as such losses, claims,
damages or liabilities (or actions or proceedings in respect thereof) arise out
of, or are based upon any untrue statement or alleged untrue statement of a
material fact contained in the Registration Statement, the Prospectus or in any
application or other document executed by or on behalf of the Fund or are based
upon information furnished by or on behalf of the Fund filed in any state in
order to
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qualify the shares under the securities or blue sky laws thereof ("Blue Sky
application") or arise out of, or are based upon, the omission or alleged
omission to state therein a material fact required to be stated therein or
necessary to make the statements therein not misleading, and will reimburse the
Distributor, its several officers, and directors, and any person who controls
the Distributor within the meaning of Section 15 of the 1933 Act, for any legal
or other expenses reasonably incurred by the Distributor, its several officers,
and directors, and any person who controls the Distributor within the meaning of
Section 15 of the 1933 Act, in investigating, defending or preparing to defend
any such action, proceeding or claim; provided, however, that the Fund shall not
be liable in any case to the extent that such loss, claim, damage or liability
arises out of, or is based upon, any untrue statement, alleged untrue statement,
or omission or alleged omission made in the Registration Statement, the
Prospectus or any Blue Sky application with respect to the Fund in reliance upon
and in conformity with written information furnished to the Fund by or on behalf
of the Distributor or either of the Fund's co-administrators specifically for
inclusion therein or arising out of the failure of the Distributor to deliver a
current Prospectus.
(c) The Fund shall not indemnify any person pursuant to this Section 6
unless the court or other body before which the proceeding was brought has
rendered a final decision on the merits that such person was not liable by
reason of his or her willful misfeasance, bad faith or gross negligence in the
performance of his or her duties, or his or her reckless disregard of any
obligations and duties, under this Agreement ("disabling conduct") or, in the
absence of such a decision, a reasonable determination (based upon a review of
the facts) that such person was not liable by reason of disabling conduct has
been made by the vote of a majority of a quorum of the directors of the Fund who
are neither "interested parties" (as defined in the 0000 Xxx) nor parties to the
proceeding, or by an independent legal counsel in a written opinion.
(d) The Distributor will indemnify and hold harmless the Fund and its
several officers and directors, and any person who controls the Fund within the
meaning of Section 15 of the 1933 Act, from and against any losses, claims,
damages or liabilities, joint or several, to which any of them may become
subject under the 1933 Act or otherwise, insofar as such losses, claims, damages
or liabilities (or actions or proceedings in respect thereof) arise out of, or
are based upon, any untrue statement or alleged untrue statement of a material
fact contained in the Registration Statement" the Prospectus or any Blue Sky
application, or arise out of, or are based upon, the omission or alleged
omission to state therein a material fact required to be stated therein or
necessary to make the statements therein not misleading, which statement or
omission was made in reliance upon and in conformity with information furnished
in writing to the Fund or any of its several of officers and directors by or on
behalf of the Distributor or either of the Fund's co-administrators specifically
for inclusion therein, and will reimburse the Fund and its several officers,
directors and such controlling persons for any legal or other expenses
reasonably incurred by any of them in investigating, defending or preparing to
defend any such action, proceeding or claim.
(e) The obligations of the Fund under this Section 6 shall be the
several (and not the joint or joint and several) obligation of the Fund.
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7. 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, 1995. Thereafter, if not
terminated, this Agreement shall continue automatically for successive terms of
one year, provided that such continuance is specifically approved at least
annually (a) by a vote of a majority of those members of the Fund's Board of
Directors who are not parties to this Agreement or "interested persons" of any
such party, cast in person at a meeting called for the purpose of voting on such
approval, and (b) by the Fund's Board of Directors or by vote of a "majority of
the outstanding voting securities" of the Fund; provided, however, that this
Agreement may be terminated by the Fund at any time, without the payment of any
penalty, by vote of a majority of the entire Board of Directors or by a vote of
a majority of the outstanding voting securities" of the Fund on 60-days' written
notice to the Distributor, or by the Distributor at any time, without the
payment of any penalty, on 90-days' written notice to the Fund. This Agreement
will automatically and immediately terminate in the event of its "assignment-11
(As used in this Agreement, the terms "majority of the outstanding voting
securities," "interested person" and "assignment" shall have the same meanings
as such terms have in the 1940 Act.)
8. AMENDMENT OF THIS AGREEMENT. No provision of this Agreement may be
changed, waived, discharged or terminated orally, but only by an instrument in
writing signed by the party against which an enforcement of the change, waiver,
discharge or termination is sought.
9. NOTICES. Notices of any kind to be given to the Fund hereunder by
the Distributor shall be in writing and shall be duly given if mailed or
delivered to the Fund at Bellevue Park Corporate Center, Suite 152, 103 Bellevue
Parkway, Wilmington, Delaware 19809, Attention: Xx. Xxxxxx X. Xxxxx, Treasurer,
with a copy to Philadelphia National Bank Building, 0000 Xxxxxxxx Xxxxxx,
Xxxxxxxxxxxx Xxxxxxxxxxxx 00000-0000, Attention: Xxxxxx X. Xxxxx, Secretary, or
at such other address or to such individual as shall be so specified by the Fund
to the Distributor. Notices of any kind to be given to the Distributor hereunder
by the Fund shall be in writing and shall be duly given if mailed or delivered
to Provident Distributors, Inc., 000 Xxxxxx-Xxxxxxx Xxxx, Xxxxx 000, Xxxxxx,
Xxxxxxxxxxxx 00000, Attention: Xxxxxx X. Xxxxxxx or at such other address or to
such other individual as shall be so specified by the Distributor to the Fund.
10. MISCELLANEOUS. The captions in this Agreement are included for
convenience of reference only and in no way define or delimit any of the
provisions hereof or otherwise affect their or delimit any of the provisions
hereof or otherwise affect their construction or effect. If any provision of
this Agreement shall be held or made invalid by a court decision, statute, rule
or otherwise, the remainder of this Agreement shall not be affected thereby.
This Agreement shall be binding upon and shall inure to the benefit of the
parties hereto and their respective successors.
11. COUNTERPARTS. This Agreement may be executed in counterparts, all
of which together shall constitute one and the same instrument.
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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 /s/Xxxxxx Xxxxx
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Vice President
PROVIDENT DISTRIBUTORS, INC.
By /s/Xxxxxx Xxxxxxx
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CEO
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APPENDIX A
to the
DISTRIBUTION AGREEMENT
between
Municipal Fund for New York Investors, Inc.
and
Provident Distributors, Inc.
______________________________________________________________________________
New York Money Fund (Class A Common Stock, Class A Common Stock
Special-.Series 1, Class A Common Stock Special Series 2).
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