Exhibit (h)(2)
TRANSFER AGENCY SERVICES AGREEMENT
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THIS AGREEMENT is made as of February 10, 1999 by and between PROVIDENT
INSTITUTIONAL FUNDS, a Delaware business trust (the "Fund") and PFPC INC., a
Delaware corporation ("PFPC").
WITNESSETH:
WHEREAS, the Fund is registered as an open-end management investment
company under the Investment Company Act of 1940, as amended (the "1940 Act");
and
WHEREAS, the Fund wishes to retain PFPC to serve as transfer agent,
registrar, dividend disbursing agent and shareholder servicing agent to its
investment portfolios listed on Exhibit A attached hereto and made a part
hereof, as such Exhibit A may be amended from time to time (each a "Portfolio"),
and PFPC wishes to furnish such services.
NOW, THEREFORE, in consideration of the premises and mutual covenants
herein contained, and intending to be legally bound hereby the parties hereto
agree as follows:
1. Definitions. As Used in this Agreement:
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(a) "1933 Act" means the Securities Act of 1933, as amended.
(b) "1934 Act" means the Securities Exchange Act of 1934, as amended.
(c) "Authorized Person" means any officer of the Fund and any other person
authorized by the Fund to give Oral Instructions or Written
Instructions on behalf of the Fund and listed on the Authorized
Persons Appendix attached hereto and made a part hereof or any
amendment thereto as may be received by PFPC. An Authorized Person's
scope of authority may be limited by the Fund by setting forth such
limitation in the Authorized Persons Appendix.
(d) "CEA" means the Commodities Exchange Act, as amended.
(e) "Oral Instructions" mean oral instructions received by PFPC from an
Authorized Person or from a person reasonably believed by PFPC to be
an Authorized Person.
(f) Copies (certified or authenticated, where applicable) of any and all
amendments or supplements to the foregoing.
(g) Compliance with Rules and Regulations. PFPC undertakes to comply with
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all applicable requirements of the Securities Laws, and "SEC" means
the Securities and Exchange Commission.
(h) "Securities Laws" mean the 1933 Act, the 1934 Act, the 1940 Act and
the CEA.
(i) "Shares" mean the shares of beneficial interest of any Portfolio or
class of the Fund .
(j) "Written Instructions" mean written instructions signed by an
Authorized Person or a person reasonably believed by PFPC to be an
Authorized Person and received by PFPC. The instructions may be
delivered by hand, mail, tested telegram, cable, telex or facsimile
sending device.
2. Appointment. The Fund hereby appoints PFPC to serve as transfer agent,
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registrar, dividend disbursing agent and shareholder servicing agent to the
Fund, in accordance with the terms set forth in this Agreement. PFPC
accepts such appointment and agrees to furnish such services.
3. Delivery of Documents. The Fund has provided or, where applicable, will
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provide PFPC with the following:
(a) Certified or authenticated copies of the resolutions of the Fund's
Board of Trustees approving the appointment of PFPC or its affiliates
to provide services to the Fund and approving this Agreement;
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(b) A copy of the Fund's most recent effective registration statement;
(c) A copy of each Portfolio's advisory and (if applicable) sub-advisory
agreement or agreements;
(d) A copy of the distribution agreement with respect to each class of
Shares representing an interest in a Portfolio;
(e) A copy of each Portfolio's administration agreements if PFPC is not
providing the Portfolio with such services;
(f) A copy of any shareholder servicing agreements or arrangements made in
respect of the Fund or a Portfolio; and
4. any other applicable securities laws, rules and regulations of governmental
authorities having jurisdiction with respect to the duties to be performed
by PFPC hereunder. Except as specifically set forth herein, PFPC assumes no
responsibility for such compliance by the Fund, any Portfolio or any other
entity.
5. Instructions.
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(a) Unless otherwise provided in this Agreement, PFPC shall act only upon
Oral Instructions or Written Instructions.
(b) PFPC shall be entitled to rely upon any Oral Instructions or Written
Instructions it receives from an Authorized Person (or from a person
reasonably believed by PFPC to be an Authorized Person) pursuant to
this Agreement. PFPC may assume that any Oral Instruction or Written
Instruction received hereunder is not in any way inconsistent with the
provisions of organizational documents or this Agreement or of any
vote, resolution or proceeding of the Fund's Board of Trustees or of
the Fund's shareholders, unless and until PFPC receives Written
Instructions to the contrary.
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(c) The Fund agrees to forward to PFPC Written Instructions confirming
Oral Instructions so that PFPC receives the Written Instructions by
the close of business on the same day that such Oral Instructions are
received, provided that in any event PFPC shall be entitled to rely on
such Oral Instructions. The fact that such confirming Written
Instructions are not received by PFPC shall in no way invalidate the
transactions or enforceability of the transactions authorized by the
Oral Instructions. Where Oral Instructions or Written Instructions
reasonably appear to have been received from an Authorized Person,
PFPC shall incur no liability to the Fund in acting upon such Oral
Instructions or Written Instructions provided that PFPC's actions
comply with the other provisions of this Agreement.
6. Right to Receive Advice.
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(a) Advice of the Fund. If PFPC is in doubt as to any action it should or
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should not take, PFPC may request directions or advice, including Oral
Instructions or Written Instructions, from the Fund.
(b) Advice of Counsel. If PFPC shall be in doubt as to any question of law
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pertaining to any action it should or should not take, PFPC may
request advice at its own cost from such counsel of its own choosing
(who may be counsel for the Fund, the Fund's investment adviser or
PFPC, at the option of PFPC).
(c) Conflicting Advice. In the event of a conflict between directions,
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advice or Oral Instructions or Written Instructions PFPC receives from
the Fund and the advice PFPC receives from counsel, PFPC may rely upon
and follow the advice of counsel.
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(d) Protection of PFPC. PFPC shall be protected in any action it takes or
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does not take in reliance upon directions, advice or Oral Instructions
or Written Instructions it receives from the Fund or from counsel and
which PFPC believes, in good faith, to be consistent with those
directions, advice or Oral Instructions or Written Instructions.
Nothing in this Section shall be construed so as to impose an
obligation upon PFPC (i) to seek such directions, advice or Oral
Instructions or Written Instructions, or (ii) to act in accordance
with such directions, advice or Oral Instructions or Written
Instructions unless, under the terms of other provisions of this
Agreement, the same is a condition of PFPC's properly taking or not
taking such action. Nothing in this subsection shall excuse PFPC when
an action or omission on the part of PFPC which is taken in reliance
upon directions, advice or Oral Instructions or Written Instructions
constitutes willful misfeasance, bad faith, gross negligence or
reckless disregard by PFPC of any duties, obligations or
responsibilities set forth in this Agreement.
7. Records; Visits. The books and records pertaining to the Fund and the
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Portfolios which are in the possession or under the control of PFPC shall
be the property of the Fund. Such books and records shall be prepared and
maintained as required by the 1940 Act and other applicable securities
laws, rules and regulations. The Fund and Authorized Persons shall have
access to such books and records at all times during PFPC's normal business
hours. Upon the reasonable request of the Fund, copies of any such books
and records shall be provided by PFPC to the Fund or to an Authorized
Person, at the Fund's expense.
8. Confidentiality. PFPC agrees to keep confidential all records of the Fund
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and information relating to the Fund and its prior, present or imminently
potential
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shareholders, unless the release of such records or information is
otherwise consented to, in writing, by the Fund. Such consent shall not be
unreasonably withheld. The Fund agrees that such consent shall hereby be
deemed to be given where PFPC may be exposed to civil or criminal contempt
proceedings or when PFPC is required to divulge such information or records
to duly constituted authorities (including quasi-regulatory authorities) or
independent auditors.
9. Cooperation with Accountants. PFPC shall take all reasonable action in the
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performance of its duties under this Agreement to assure that the necessary
information is made available to such accountants for the expression of
their opinion, as reasonably required by the Fund.
10. Disaster Recovery. PFPC shall enter into and shall maintain in effect with
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appropriate parties one or more agreements making reasonable provisions for
emergency use of electronic data processing equipment to the extent
appropriate equipment is available. In the event of equipment failures,
PFPC shall, at no additional expense to the Fund, take reasonable steps to
minimize service interruptions. PFPC shall have no liability with respect
to the loss of data or service interruptions caused by equipment failure,
provided such loss or interruption is not caused by PFPC's own willful
misfeasance, bad faith, gross negligence or reckless disregard of its
duties or obligations under this Agreement.
11. Compensation. As compensation for services rendered by PFPC during the
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term of this Agreement, the Fund, on behalf of each Portfolio, will pay to
PFPC a fee or fees as may be agreed to in writing by the Fund and PFPC.
12. Indemnification. The Fund, on behalf of each Portfolio, agrees to
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indemnify and hold harmless PFPC and its affiliates, nominees and
subcontractors from any and all taxes,
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charges, expenses, assessments, claims and liabilities (including, without
limitation, attorneys' fees and disbursements) arising directly or
indirectly from (i) any action or omission to act which PFPC takes (a) at
the request or on the direction of or in reliance on the advice of the Fund
or (b) upon Oral Instructions or Written Instructions or (ii) the
acceptance, processing and/or negotiation of checks or other methods
utilized for the purchase of Shares. Neither PFPC, nor any of its
affiliates, nominees or subcontractors, shall be indemnified against any
liability to the Fund or its shareholders (or any expenses incident to such
liability) arising out of PFPC's or its affiliates' or such nominee's or
such subcontractor's own willful misfeasance, bad faith, negligence or
reckless disregard of its duties in connection with the performance of its
duties and obligations specifically set forth in this Agreement, provided
that in the absence of a finding to the contrary the acceptance, processing
and/or negotiation of a fraudulent payment for the purchase of Shares shall
be presumed not to have been the result of PFPC's or its affiliates',
nominee's or subcontractor's own willful misfeasance, bad faith, negligence
or reckless disregard of such duties.
13. Responsibility of PFPC.
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(a) PFPC shall be under no duty to take any action on behalf of the Fund
or any Portfolio 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, to act in good faith and to use its best efforts, within
reasonable limits, to ensure the accuracy and completeness 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
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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 its part or reckless disregard of such duties,
obligations and responsibilities.
(b) Without limiting the generality of the foregoing or of any other
provision of this Agreement, (1) PFPC shall not be liable for losses
beyond its control, provided that PFPC has acted in accordance with
the standard of care set forth above; and (ii) PFPC shall not be under
any duty or obligation to inquire into and shall not be liable for (A)
the validity or invalidity or authority or lack thereof of any Oral
Instruction or Written Instruction, notice or other instrument which
conforms to the applicable requirements of this Agreement, and which
PFPC reasonably believes to be genuine; or (B) subject to Section 10,
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, flood, catastrophe,
acts of God, mechanical breakdown, insurrection, war, riots or failure
of the mails, transportation, communication or power supply.
(c) Notwithstanding anything in this Agreement to the contrary, neither
PFPC nor its affiliates shall be liable to the Fund or to any
Portfolio for any consequential, special or indirect losses or
damages, whether or not the likelihood of such losses or damages was
known by PFPC or its affiliates.
14. Description of Services.
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(a) Services Provided on an Ongoing Basis, If Requested.
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(i) Calculate service fee payments;
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(ii) Maintain shareholder registrations;
(iii) Review new applications and correspond with shareholders to
complete or correct information;
(iv) Direct payment processing of wires;
(v) Prepare and certify stockholder lists in conjunction with
proxy solicitations;
(vi) Prepare and mail to shareholders confirmation of activity;
(vii) Provide toll-free lines for direct shareholder use, plus
customer liaison staff for on-line inquiry response;
(viii) Mail duplicate confirmations to broker-dealers of their
clients' activity, whether executed through the
broker-dealer or directly with PFPC;
(ix) Provide periodic shareholder lists and routine/customary
statistics to the Fund;
(x) Prepare periodic mailing of year-end tax and statement
information;
(xi) Notify on a timely basis the investment adviser, accounting
agent, and custodian of fund activity;
(xii) Perform other participating broker-dealer shareholder
services as may be agreed upon from time to time; and
(xiii) Furnish state-by-state registration reports to the Fund
periodically and upon request.
(b) Services Provided by PFPC Upon Oral Instructions or Written
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Instructions.
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(i) Accept and post daily purchases and redemptions;
(ii) Accept, post and perform shareholder transfers and
exchanges;
(iii) Pay dividends and other distributions; and
(iv) Solicit and tabulate proxies.
(c) Purchase of Shares. PFPC shall issue and credit an account of an
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investor, in the manner described in the Portfolio's prospectus, once
it receives:
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(i) A purchase order;
(ii) Proper information to establish a shareholder account; and
(iii) Confirmation of receipt or crediting of funds for such order
to the Portfolio's custodian.
(d) Redemption of Shares. Shares shall be redeemed and payment therefor
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shall be made in accordance with the Portfolio's prospectus, when the
recordholder tenders Shares in proper form and directs the method of
redemption. If Shares are received in proper form, Shares may be
redeemed before the funds are provided to PFPC from the Portfolio's
custodian (the "Custodian").
(e) Dividends and Distributions. Upon receipt of a resolution of the
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Fund's Board of Trustees authorizing the declaration and payment of
dividends and distributions, PFPC shall issue dividends and
distributions declared by the Fund in Shares, or, upon shareholder
election, pay such dividends and distributions in cash, if provided
for in the Portfolio's prospectus. Such issuance or payment, as well
as payments upon redemption as described above, shall be made after
deduction and payment of the required amount of funds to be withheld
in accordance with any applicable tax laws or other laws, rules or
regulations. PFPC shall mail to the Portfolio's shareholders such tax
forms and other information, or permissible substitute notice,
relating to dividends and distributions paid by the Portfolio as are
required to be filed and mailed by applicable law, rule or regulation.
PFPC shall prepare, maintain and file with the IRS and other
appropriate taxing authorities reports relating to all dividends above
a stipulated amount paid by the Portfolio to its shareholders as
required by tax or other law, rule or regulation.
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(f) Communications to Shareholders. Upon timely Written Instructions, PFPC
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shall mail communications by the Fund to its shareholders, including:
(i) Reports to shareholders;
(ii) Confirmations of purchases and sales of Portfolio shares;
(iii) Monthly or quarterly statements;
(iv) Dividend and distribution notices;
(v) Responses to requests for share balance information;
(vi) Proxy material; and
(vii) Tax form information.
In addition, PFPC will receive and tabulate the proxy cards for the
meetings of the Fund's shareholders.
(g) Records. PFPC shall maintain records of the accounts for each
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shareholder showing the following information:
(i) Name, address and United States Tax Identification or Social
Security number;
(ii) Number and class of Shares held;
(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) Information required in order for the transfer agent to
perform any calculations contemplated or required by this
Agreement.
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(h) Shareholder Inspection of Stock Records. Upon a request from any
Portfolio shareholder to inspect stock records, PFPC will notify
the Fund and the Fund will issue instructions granting or denying
each such request. Unless PFPC has acted contrary to the Fund's
instructions, the Fund agrees and does hereby release PFPC from
any liability for refusal of permission for a particular
shareholder to inspect the Fund's stock records.
15. Duration and Termination. This Agreement shall continue until
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terminated by the Fund or PFPC on sixty (60) days' prior written
notice to the other party.
16. Notices. All notices and other communications, including Written
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Instructions, shall be in writing or by confirming telegram, cable,
telex or facsimile sending device. Notices shall be addressed (a) if
to PFPC, at 000 Xxxxxxxx Xxxxxxx, Xxxxxxxxxx, Xxxxxxxx 00000; (b) if
to the Fund at 000 Xxxxxxxx Xxxxxxx, Xxxxxxxxxx, Xxxxxxxx 00000, Attn:
Xxxxxx X. Xxxxxxx, President, with a copy to Drinker Xxxxxx & Xxxxx
LLP, One Xxxxx Square, 00xx xxx Xxxxxx Xxxxxxx, Xxxxxxxxxxxx,
Xxxxxxxxxxxx 00000-0000, Attn: W. Xxxxx XxXxxxxx, III, Secretary; or
(c) if to neither of the foregoing, at such other address as shall
have been given by like notice to the sender of any such notice or
other communication by the other party. If notice is sent by
confirming telegram, cable, telex or facsimile sending device, it
shall be deemed to have been given immediately. If notice is sent by
first-class mail, it shall be deemed to have been given three days
after it has been mailed. If notice is sent by messenger, it shall be
deemed to have been given on the day it is delivered.
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17. Amendments. This Agreement, or any term thereof, may be changed or
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waived only by a written amendment, signed by the party against whom
enforcement of such change or waiver is sought.
18. Delegation; Assignment. PFPC may assign its rights and delegate its
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duties hereunder to any affiliate (as defined in the 0000 Xxx) of or
any majority-owned direct or indirect subsidiary of PFPC or of PNC
Bank Corp., provided that (i) PFPC gives the Fund thirty (30) days'
prior written notice; (ii) the assignee or delegate agrees to comply
with the relevant provisions of the 1940 Act; and (iii) PFPC and such
assignee or delegate promptly provide such information as the Fund may
reasonably request, and respond to such questions as the Fund may
reasonably ask, relative to the assignment or delegation, including
(without limitation) the capabilities of the assignee or delegate.
Such delegate or assignee shall be bound by the terms of this
Agreement as though an original party hereto. PFPC shall
unconditionally guarantee the performance of the delegate or assignee
under the terms and conditions of this Agreement.
19. Counterparts. This Agreement may be executed in two or more
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counterparts, each of which shall be deemed an original, but all of
which together shall constitute one and the same instrument.
20. Further Actions. Each party agrees to perform such further acts and
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execute such further documents as are necessary to effectuate the
purposes hereof.
21. Miscellaneous.
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(a) Entire Agreement. This Agreement embodies the entire agreement
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and understanding between the parties and supersedes all prior
agreements and understandings relating to the subject matter
hereof, provided that the parties may
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embody in one or more separate documents their agreement, if
any, with respect to delegated duties or Oral Instructions.
(b) Captions. The captions in this Agreement are included for
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convenience of reference only and in no way define or delimit any
of the provisions hereof or otherwise affect their construction
or effect.
(c) Governing Law. This Agreement shall be deemed to be a contract
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made in Delaware and governed by Delaware law, without regard to
principles of conflicts of law.
(d) Partial Invalidity. If any provision of this Agreement shall be
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held or made invalid by a court decision, statute, rule or
otherwise, the remainder of this Agreement shall not be affected
thereby.
(e) Successors and Assigns. This Agreement shall be binding upon and
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shall inure to the benefit of the parties hereto and their
respective successors and permitted assigns.
(f) Facsimile Signatures. The facsimile signature of any party to
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this Agreement shall constitute the valid and binding execution
hereof by such party.
(g) Liability of Trustees, Etc. The names "Provident Institutional
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Funds" and "Trustees of Provident Institutional Funds" 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 October 21, 1998, which is
hereby referred to and a copy of which is on file at the
principal office of the Fund. The obligations of "Provident
Institutional Funds" entered into in the name or on behalf
thereof by any of the Trustees or officers of the Fund are not
made
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individually, but in such capacities, and are not binding upon
any of the Trustees, officers or shareholders of the Fund
personally, but bind only the Fund property, and all persons
dealing with any Portfolio or class of shares of the Fund must
look solely to the Fund property belonging to such Portfolio or
class for the enforcement of any claims against the Fund.
(h) Registration as a Transfer Agent. PFPC represents that it is
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currently registered with the appropriate Federal agency for the
registration of transfer agents, and that it will remain so
registered for the duration of this Agreement. PFPC agrees that
it will promptly notify the Fund in the event of any material
change in its status as a registered transfer agent. Should PFPC
fail to be registered with the appropriate agency as a transfer
agent at any time during this Agreement, the Fund may, on written
notice to PFPC, immediately terminate this Agreement.
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be executed as of the day and year first above written.
PFPC INC.
By: /s/ Illegible
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Title: Vice President
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PROVIDENT INSTITUTIONAL FUNDS
By:___________________
Title:________________
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be executed as of the day and year first above written.
PFPC INC.
By:___________________________
Title:________________________
PROVIDENT INSTITUTIONAL FUNDS
By /s/ Xxxxxx X. Xxxxxxx
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Title:________________________
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EXHIBIT A
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THIS EXHIBIT A, dated as of February 10, 1999, is Exhibit A to that certain
Transfer Agency Services Agreement dated as of February 10, 1999 between PFPC
Inc. and Provident Institutional Funds.
PORTFOLIOS
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TempFund
TempCash
FedFund
T-Fund
Federal Trust Fund
Treasury Trust Fund
MuniFund
MuniCash
California Money Fund
New York Money Fund
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AUTHORIZED PERSONS APPENDIX
Name (Type) Signature
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