EXHIBIT (g)(4)
CONSENT TO ASSIGNMENT
This Consent to Assignment by Xxxxxx Insight Funds Trust (the "Fund") relates to
the Custodian Agreement between the Fund and PNC Bank, N.A. (formerly Provident
National Bank) ("PNC Bank") dated February 23, 1996 (the "Agreement").
WHEREAS, PNC Bank will assign all of its rights, title, interest, duties and
obligations under the Agreement to PFPC Trust Company ("PFPC"); and
WHEREAS, it is desirable to have the Fund consent to such assignment, and the
Fund will thereby release its rights against PNC Bank; and
WHEREAS, the Agreement may require an assignee of the Agreement such as PFPC to
make certain representations and agreements.
NOW, THEREFORE:
1. The Fund hereby consents to the assignment of the Agreement from PNC Bank
to PFPC, and hereby waives any rights to notice or any other prerequisites
that it might otherwise be able to assert in connection with the
assignment. By consenting to the assignment, the Fund agrees (on behalf of
itself, its shareholders and any other persons claiming through the Fund)
(i) not to challenge or otherwise call into question the assignment, and
(ii) to look solely to PFPC for the performance of the duties or
obligations of the custodian and the satisfaction of any claims or rights
of the Fund under the Agreement that arise from the date of consent or
thereafter. In addition, notwithstanding anything set forth in the
Agreement, in consideration of the assignment the Fund agrees to waive and
release any and all claims or rights it may have against PNC Bank with
respect to the Agreement that arise from the date of consent or thereafter.
2. PFPC hereby makes the representations and agreements which are required to
be made by an assignee such as PFPC pursuant to the Agreement, to the
extent such representations and agreements are necessary to effect a valid
assignment of the Agreement to PFPC as described herein. In particular,
PFPC agrees to comply with all relevant provisions of the Investment
Company Act of 1940 which relate to its duties and obligations under the
Agreement (provided that PFPC will have no responsibility for compliance by
the Fund with such Act).
Xxxxxx Insight Funds Trust Acknowledged and Agreed:
PFPC Trust Company
By: /S/ XXXXXX X. XXX By: /S/ XXXXXX XXXXXXXX
Title: PRESIDENT Title: SENIOR VICE PRESIDENT
Date of Consent: FEBRUARY 18, 1999
