ASSIGNMENT AGREEMENT
This Agreement is entered into as of January 5, 1998 by and among P.I.C.
Investment Trust (the "Fund"), Xxxxxx Square Management Corporation ("RSMC") and
PFPC Inc. ("PFPC").
WHEREAS, the Fund and RSMC entered into a Transfer Agency Agreement (the
"Fund Agreement") as of January 1, 1994 and amended as of May 15, 1997, pursuant
to which RSMC provides certain services to the Fund as described therein;
WHEREAS, RSMC and PFPC have reached and agreement pursuant to which RSMC
will sell its mutual fund servicing business to PFPC;
WHEREAS, RSMC wishes to assign its right, title and interest in and under
the Fund Agreement and its duties and obligations under the Fund Agreement to
PFPC, and such assignment is acceptable to the Fund;
NOT THEREFORE, the parties hereto, in consideration of the premises and
agreements contained herein, and intending to be legally bound hereby, agree as
follows:
1. ASSIGNMENT. RSMC hereby assigns all of its right, title and interest in
and under the Fund Agreement, and its duties and obligations under the Fund
Agreement arising from the date hereof, to PFPC, PFPC hereby accepts such
assignment.
2. ACCEPTANCE BY FUND. The Fund hereby accepts and agrees to the assignment
described in Section 1 hereof.
3. FUND AGREEMENT. The Fund Agreement shall remain unchanged except as is
consistent with the provisions hereof.
4. GOVERNING LAW. This Agreement shall be governed by Delaware law, without
regard to principles of conflicts of law.
5. SUCCESSORS AND ASSIGNS. This Agreement shall be binding upon and shall
inure to the benefit of the parties hereto and their respective successors and
permitted assigns.
6. EXECUTION. This Agreement may be executed in two or more counterparts,
each of which shall be deemed an original, but all of which together shall
constitute one and the same instrument. The facsimile signature of any party to
this Agreement shall constitute the valid and binding execution hereof by such
party.
7. FURTHER ACTIONS. Each party agrees to perform such further acts and
execute further documents as may be necessary to effectuate the purpose hereof.
IN WITNESS WHEREOF, the parties to this Agreement have caused this
Agreement to be executed as of the day and year first above written.
P.I.C. INVESTMENT TRUST XXXXXX SQUARE MANAGEMENT CORPORATION
By: _______________________ By: ___________________________
Title: ____________________ Title: ________________________
PFPC INC.
By: _______________________
Title: ____________________
P.I.C INVESTMENT TRUST
TRANSFER AGENCY AGREEMENT
THIS TRANSFER AGENCY AGREEMENT is made as of the 1st day of January, 1994,
between P.I.C Investment Trust, a Delaware business trust (the "Trust"), having
is principal place of business in Pasadena, California, and Xxxxxx Square
Management Corporation, a corporation organized under the laws of the State of
Delaware ("RSMC"), having its principal place of business in Wilmington,
Delaware.
WHEREAS, the Trust is registered under the Investment Company Xxx 0000, as
amended (the "1940 Act"), as an open-end management investment company and
offers for public sale one or more distinct, series of shares of beneficial
interest, par value $.01 per share, ("Series") each corresponding to a distinct
portfolio;
WHEREAS, each share of a Series represents an undivided interest in the
assets, subject to the liabilities, allocated to that Series and each Series has
a separate investment objective and policies;
WHEREAS, the Trust desires to avail itself of the services of RSMC to serve
as the Trust's transfer agent and;
WHEREAS, RSMC is willing to furnish such services to the Trust with respect
to each of the Series listed in Schedule A to this Agreement ("Portfolio" or
Portfolios") on the terms and conditions hereinafter set forth;
NOW, THEREFORE, in consideration of the premises and mutual covenants
herein contained, the Trust and RSMC agree as follows:
1. APPOINTMENTS. The Trust hereby appoints RSMC as transfer agent, registrar
and dividend disbursing agent for the shares of beneficial interest ( the
"Shares") of the Trust and as servicing agent in connection with the
disbursements of dividends and distributions and as shareholders' servicing
agent for the Trust, each such appointment to take effect at the close of
business on December 31, 1993, and RSMC shall act as such and perform its
obligations thereof upon the terms and conditions hereafter set forth and
in accordance with the principles of principal and agent enunciated by the
common law.
2. DOCUMENTS. The Trust has furnished RSMC with copies of the Trust's
Declaration of Trust, Bylaws, Advisory Agreement, Custodian Agreement,
Administration Agreement, Distribution Agreement, Accounting Services
Agreement, most recent Registration Statement on Form N-1A, current
Prospectus and Statement of Additional Information ( the "SAI"), all forms
relating to any plan, program or service offered by the Trust and a
certified copy of the resolution of its Board of Trustees (the "Trustees")
approving RSMC's appointment hereunder and identify and containing the
signatures of the Trust's officers authorized to issue Oral Instructions
and to sign Written Instructions, as hereinafter defined, on behalf of the
Portfolio(s) and to execute certificates representing Shares. Subject to
the provisions of Section 21 hereof, the Trust shall furnish promptly to
RSMC a copy of any amendment or supplement to the above-listed documents.
The Trust shall furnish to RSMC any additional documents necessary for it
to perform its functions hereunder.
3. DEFINITIONS.
(a) AUTHORIZED PERSON. As used in this Agreement, the term "Authorized
Person" means any officer of the Trust and any other person, whether or not
any such person is an officer or employee of the Trust, duly authorized by
the Trustees of the Trust to give Oral and Written Instructions on behalf
of the Portfolio(s) and certified by the Secretary of the Trust or any
amendment thereto as may be received by RSMC from time to time.
(b) ORAL INSTRUCTIONS. As used in this Agreement, the term "Oral
Instructions" means oral instructions actually received by RSMC form an
Authorized Person or from a person reasonably believed by RSMC to be an
Authorized Person. The Trust agrees to deliver to RSMC, at the time and in
the manner specified in Section 4(b) of this Agreement, Written
Instructions confirming Oral Instructions.
(c) WRITTEN INSTRUCTIONS. As used in this Agreement, the term "Written
Instructions" means written instructions delivered by hand, mail, telegram,
cable, telex or facsimile, signed by an Authorized Person and received by
RSMC.
4. INSTRUCTIONS CONSISTENT WITH DECLARATION OF TRUST, ETC.
(a) UNLESS OTHERWISE PROVIDED IN THIS AGREEMENT, RSMC SHALL ACT ONLY UPON
ORAL OR WRITTEN INSTRUCTIONS. Although RSMC may know of the provisions of
the Declaration of Trust and Bylaws of the Trust, RSMC may assume that any
Oral or Written Instructions received hereunder are not in any way
inconsistent with any provisions of such Declaration of Trust or Bylaws or
any vote, resolution or proceeding of the shareholders, or of the Trustees,
or of any committee thereof.
(b) RSMC SHALL BE ENTITLED TO RELY UPON ANY ORAL INSTRUCTIONS AND ANY
WRITTEN INSTRUCTIONS ACTUALLY RECEIVED BY RSMC PURSUANT TO THIS AGREEMENT.
The Trust agrees to forward to RSMC Written Instructions confirming Oral
Instructions in such manner that the Written Instructions are received by
RSMC by the close of business of the same day that such Oral Instructions
are given to RSMC. The Trust agrees that the fact that such confirming
Written Instructions are not received by RSMC shall in no way affect the
validity of the transactions or enforceability of the transactions
authorized by such Oral Instructions. The Trust agrees that RSMC shall
incur no liability to the Trust in acting upon Oral Instructions given to
RSMC hereunder concerning such transaction, provided such instructions
reasonably appear to have been received from an Authorized Person.
5. TRANSACTIONS NOT REQUIRING INSTRUCTIONS. IN THE ABSECE OF CONTRARY WRITTEN
INSTRUCTIONS, RSMC IS AUTHORIZED TO TAKE THE FOLLOWING ACTIONS:
(a) ISSUANCE OF SHARES. Upon receipt of a purchase order from the
Distributor, as defined in the Distribution Agreement between the Trust and
First Fund Distributors, Inc., or a prospective shareholder for the
purchase of Shares and sufficient information to enable RSMC to establish a
shareholder account or issue Shares to an existing shareholder account, and
after confirmation of receipt or crediting of Federal funds for such order
from RSMC's designated bank, RSMC shall issue and credit the account of the
investor or other record holder with Shares in the manner described in the
Prospectus. RSMC shall deposit all checks received from prospective
shareholders into an account on behalf of the Trust, and shall promptly
transfer all Federal fund received from such check to the Custodian, as
defined in the Custodian Agreement between the Trust and PNC Bank.
(References herein to "Custodian" shall also be construed to refer to a
"Sub-Custodian" if such appointment has been made). If so directed by the
Distributor, the confirmation supplied to the shareholder to xxxx such
issuance will be accompanied by a Prospectus.
(b) TRANSFER OF SHARES; Uncertified Securities. Where a shareholder does
not hold a certificate representing the number of Shares in its account and
does provide RSMC with instructions for the transfer of such Shares which
include a signature guaranteed by a commercial bank, trust company member
firm of a national securities exchange and such other appropriate
documentation to permit a transfer, then RSMC shall register such Shares
and shall deliver them pursuant to instructions received from the
transferor, pursuant to the rules and regulations of the Securities and
Exchange Commission (the "SEC"), and the laws of the State of Delaware
relating to the transfer of shares of beneficial interest.
(c) SHARES CERTIFICATES. If at any time the Portfolio issued share
certificates, the following provisions will apply:
(1) The Trust will supply RSMC with a sufficient supply of shares
certificates representing Shares, in the form approved form time to
time by the Trustees of the Trust, and, from time to time, shall
replenish such supply upon request of RSMC. Such share certificate
shall be properly signed, manually or by facsimile signature, by the
duly authorized officers of the Trust, and shall bear the corporate
seal or facsimile thereof of the Trust, and notwithstanding the death,
resignation or removal of any officer of the Trust, such executed
certificates bearing the manual or facsimile signature of such officer
shall remain valid and may be issued to shareholders until RSMC is
otherwise directed by Written Instructions.
(2) In the case of the loss or destruction of any certificate
representing Shares, no new certificate shall be issued in lieu
thereof, unless there shall first have been furnished an appropriate
bond on indemnity issued by a surety company approved by RSMC.
(3) Upon receipt of signed share certificates, which shall be in
proper form for transfer, an upon cancellation or destruction thereof,
RSMC shall countersign, register and issue new certificates for the
same number of Shares and shall deliver them pursuant to instructions
received from the transferor, the rules and regulation of the SEC, and
the laws of the State of Delaware relating to the transfer of shares
of beneficial interest.
(4) Upon receipt of the shares certificates, which shall be in proper
form for transfer, together with the shareholder's instructions to
hold such share certificates for safekeeping, RSMC shall reduce such
Shares to uncertificated status, while retaining the appropriate
registration in the name of the shareholder upon the transfer books.
(5) Upon receipt of written instructions from a shareholder of
uncertificated securities for a certificate in the number of shares in
its account, RSMC will issue such share certificates and deliver them
to the shareholder.
(d) REDEMPTIONS OF SHARES. Upon receipt of a redemption order from the
Distributor or a shareholder, RSMC shall redeem the number of Shares
indicated thereon form the redeeming shareholder's account and receive from
the Trust's Custodian and disburse pursuant to the instructions of a
redeeming shareholder or his or her agent or the redemption proceeds
therefore, or arrange for direct payment of redemption proceeds by the
Custodian to the redeeming shareholder or as instructed by the shareholder
or his or her agent, in accordance with such procedures and controls as are
mutually agreed upon from time to time by and among the Trust, RSMC and the
Trust's Custodian.
6. AUTHORIZED ISSUED AND OUTSTANDING SHARES. The Trust agrees to notify RSMC
promptly of any change on the number of authorized Shares and of any
changes in the manner of Shares registered under the Securities Act of
1933, as amended or termination of the Trust's declaration under Rule 24f-2
of the 1940 Act. The Trust has advised RSMC, as of the date hereof, of the
number of Shares (i) held in any redemption or repurchase account, and (ii)
registered under the Securities Act of 1933, as amended, which are unsold.
In the event that the Trust shall declare a stock dividend or a stock
split, the Trust shall deliver to RSMC a certificate, upon which RSMC shall
be entitled to rely for all purposes, certifying (i) the number of Shares
involved, (ii) that all appropriate corporate action has been taken, and
(iii) that any amendment to the Declaration of Trust of the Trust which may
be required has been filed and is effective. Such certificate shall be
accompanied by an opinion of counsel to the Trust relating to the legal
adequacy and effect of the transaction.
7. DIVIDENDS AND DISTRIBUTIONS. The Trust shall furnish RSMC with appropriate
evidence of action by the Trust's Trustees authorizing the declaration and
payment of dividends and distributions as described in the Prospectus.
After deducting any amount required to be withheld by any applicable tax
laws, rules and regulations or other applicable laws, rules and
regulations, RSMC shall in accordance with the instructions in proper form
from a shareholder and the provisions of the Trust's Declaration of the
Trust and Prospectus, issue and credit the account of the shareholder with
Shares, or, of the shareholder so elects, pay such dividends or
distributions in cash to the shareholder in the manner described in the
Prospectus. In lieu of receiving from the Trust's Custodian and paying to
shareholders cash dividends or distributions, RSMC may arrange for the
direct payment cash dividends and distributions to shareholders by the
Custodian, in accordance with such procedures and controls as are mutually
agreed upon from time to time by and among the Trust, RSMC and the Trust's
Custodian.
RSMC shall prepare, file with the Internal Revenue Service and other
appropriate taxing authorities, and address and mail to shareholders such
returns and information relating to dividends and distributions paid by the
Trust 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. On
behalf of the trust, RSMC shall mail certain requests for shareholders'
certifications under penalties of perjury and pay on a timely basis to the
appropriate Federal authorities any taxes to be withheld on dividends and
distributions paid by the Trust, all required by applicable Federal tax and
regulation.
In accordance with the Prospectus, resolutions of the Trust's Trustees that
are not inconsistent with this Agreement and are provided to RSMC from time
to time, and such procedures and controls as are mutually agreed upon from
time to time by and among the Trust, RSMC and the Trust's Custodian, RSMC
shall arrange for issuance of Shares obtained through transfer of funds
from shareholders' accounts at financial institutions.
8. COMMUNICATIONS WITH SHAREHOLDERS.
(a) COMMUNICATIONS TO SHAREHOLDER. RSMC will address and mail all
communications by the Trust to its shareholders, including reports to
shareholders, confirmations of purchases and sales of Shares, monthly
statements, dividend and distribution notices and proxy materials for its
meeting of shareholders. RSMC will receive and tabulate the proxy cards for
shareholder meetings.
(b) CORRESPONDENCE. RSMC will answer such correspondence from shareholder,
securities brokers and others relating to its duties hereunder and such
other correspondence as may form time to time be mutually agreed upon
between RSMC and the Trust.
9. SERVICES TO BE PERFORMED. RSMC shall be responsible for administering
and/or performing transfer agent functions, for acting as service agent in
connection with dividend and distribution functions and for performing
shareholder account functions in connection with the issuance, transfer and
redemption or repurchase (including coordination with the Trust's Shares as
set forth in Schedule B. The details of the operating standards and
procedures to be followed shall be determined from time to time by
agreement between RSMC and the Trust and may be expressed in written
schedules which shall constitute attachments to this Agreement.
10. RECORD KEEPING AND OTHER INFORMATION.
(a) RSMC shall maintain records of the accounts for each Shareholder
showing the items listed in Schedule C.
(b) RSMC shall create and maintain all necessary records in accordance with
all applicable laws, rules and regulations, including but not limited to
records required by Section 31(a) of the 1940 Act and the rules thereunder
and any applicable regulations of the Federal Deposit Insurance Corporation
("FDIC") or any successor regulatory authority, as the same may be amended
from time to time, and those records pertaining to the various functions
performed by it hereunder. All records shall be the property of the Trust
at all times and shall be available for inspection and use by the Trust.
Where applicable, such records shall be maintained by RSMC for the periods
and in the places required by Rule 31a-2 under the 1940 Act and any
applicable regulations of the FDIC or any successor regulatory authority.
11. AUDIT, INSPECTION AND VISITATION. RSMC shall make available during regular
business hours all records and other data created and maintained pursuant
to this Agreement for reasonable audit and inspection by the Trust or any
person retained by the Trust. Upon reasonable notice by the Trust, RSMC
shall make available during regular business hours its facilities and
premises employees in connection with its performance of this Agreement for
reasonable visitation by the Trust, or any person retained by the Trust.
12. COMPENSATION. Compensation for services and duties performed pursuant to
this Agreement is provided in Schedule D hereto. Certain other fees due and
expenses incurred pursuant to this Agreement are payable by the Trust or
the shareholder on whose behalf the service is performed and are also
listed in Schedule D.
The Trust shall reimburse RSMC for all reasonable out-of-pocket expenses
incurred by RSMC or its agents in the performance of its obligation
hereunder. Such reimbursement for expenses incurred in any calendar month
shall be made on or before the tenth day of the next succeeding month.
The term "out-of-pocket expenses" shall mean the following expenses
incurred by RSMC in the performance of its obligations hereunder: the cost
of stationery and forms (including but not limited to checks, proxy cards,
and envelopes), the cost of postage, the cost of insertion of non-standard
size materials in mailing envelopes and other special mailing preparation
by outside firms, the cost of fist-class mailing insurance, the cost of
external electronic communications as approved by the Trustees (to include
telephone and telegraph equipment and an allocable portion of the cost of
personnel responsible for maintenance of such equipment), toll charges,
data communications equipment and line charges and the cost of microfilming
of shareholder records (including both the cost of storage as well as
charges for access to such records). If RSMC shall undertake the
responsibility for microfilming shareholder records, it may be separately
compensated therefore in an amount agreed upon by the principal financial
officer of the Trust and RSMC, such amount not to exceed the amount which
would be paid to an outside firm for providing such microfilming services.
13. USE OF RSMS'S NAME. The Trust shall not use the name of RSMC in any
Prospectus, SAI, sales literature or other material relating to the Trust
in a manner not approved prior thereto, provided, however, the RSMC shall
approve all uses of its name which merely refer in accurate terms to its
appointment hereunder or which are required by SEC or state securities
commission and, provided further, that in no event shall such approval be
unreasonably withheld.
14. USE OF TRUST'S NAME. RSMC shall not use the name of the Trust or the
Portfolio of the Trust or material relating to the Trust or the Portfolio
on any checks, bank drafts, bank statements or forms for other than
internal use in a manner not approved prior thereto, provided, however,
that the Trust shall approve all uses of its name which merely refer in
accurate terms to the appointment of RSMC hereunder or which are required
by the FDIC, the SEC or state securities commission, and provided, further,
that in no event shall such approval be unreasonably withheld.
15. SECURITY. RSMC represents and warrants that, to the best of its knowledge,
the various procedures and systems which RSMC has implemented with regard
to safeguarding from loss or damage attributable to fire, theft or any
other cause (including provision for twenty-four hours a day restricted
access) the Trust's blank checks, records and other data and RSMC's records
data, equipment, facilities and other property used in the performance of
its obligations hereunder are adequate and that it will make such changes
therein from time to time as in its judgment are required for the secure
performance of its obligations hereunder. The parties shall review such
systems and procedures on a periodic basis.
16. INSURANCE. RSMC shall notify the Trust should any of its insurance coverage
be materially changed. Such notification shall include the date of change
and the reasons therefore. RSMC shall notify the Trust of any material
claims against it, whether or not they may be covered by insurance and
shall notify the Trust from time to time as may be appropriate of the total
outstanding claims made by RSMC under its insurance coverage.
17. ASSIGNMENT OF DUTIES TO OTHER. Neither this Agreement nor any rights or
obligations hereunder may be assigned by RSMC without the written consent
of the Trust. RSMC, however, at anytime or times in its discretion appoint
(and may at any time remove) any other bank or trust company, which is
itself qualified under the Securities Exchange Act of 1934 to act as a
transfer agent, as its agent to carry out such of the services to be
performed under this agreement as RSMC may from time to time direct;
provided, however, that the appointment or any agent shall not relieve RSMC
of any of its responsibilities or liabilities hereunder.
18. INDEMNIFICATION.
(a) The Trust agrees to indemnify and hold harmless RSMC, its directors,
officer, employees, agents and representatives from all taxes, charges,
expenses, assessment, claims and liabilities including without limitation,
liabilities arising under the Securities Act of 1933, the Securities
Exchange Act of 1934 and any applicable state and foreign laws, and
amendments thereto (the "Applicable Laws"), and expenses, including without
limitation reasonable attorneys' fees and disbursements arising directly or
indirectly from any action or omission to act which RSMC takes (i) at the
request of or on the direction of or in reliance on the advice of the Trust
or (ii) upon Oral or Written Instructions. Neither RSMC nor any of it
nominees shall be indemnified against any liability (or any expenses
incident to such liability) arising out of RSMC's pr its directors',
officers', employees', agents' and representatives own willful misfeasance,
bad faith, gross negligence or reckless disregard of its duties and
obligations under this Agreement.
(b) RSMC agrees to indemnify and hold harmless the Trust from all taxes,
charges, expenses, assessments, claims and liabilities arising form RSMC's
obligations pursuant to this Agreement (including, without limitation,
liabilities arising under the Applicable Law) and expenses, including
(without limitation) reasonable attorney's fees and disbursements arising
directly or indirectly out of RSMC's or its directors', officers',
employees', agents' and representatives own willful misfeasance, bad faith,
gross negligence or reckless disregard of it duties and obligations under
this Agreement.
(c) In order that the indemnify provisions contained in the Section 18
shall apply, upon the assertion of a claim for which either party may be
required to indemnify the other, the party seeking indemnification shall
promptly notify the other party of such assertion, and shall keep the other
party advised with respect to all developments concerning such claim. The
party who may be required to indemnify shall have the option to participate
with the party seeking indemnification in the defense of such claim. The
party seeking indemnification shall in no case confess any claim or make
ant compromise in case in which the other party may be required to
indemnify it except with the other party's prior written consent.
19. RESPONSIBILITY OF RSMC. RSMC shall be under no duty to take any action on
behalf of the Trust except as specifically set forth herein or as may be
specifically agreed to by RSMC in writing. RSMC shall be obligated to
exercise due care and diligence in the performance of its duties hereunder,
to act in good faith and to use its best efforts in performing services
provided for under this Agreement. RSMC shall be liable for any damages
arising out of or in connection with RSMC's performance of a omission or
failure to perform its duties under this Agreement to the extent such
damages arise out of RSMC's negligence, reckless disregard of its duties,
bad faith or willful misfeasance.
Without limiting the generality of the foregoing or of any other provision
of this Agreement, RSMC, 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 (i) the validity or invalidity or authority or lack
thereof of any Oral or Written Instruction, notice or other instrument
which conforms to the applicable requirements of this Agreement, and which
RSMC reasonably believes to be genuine; or (ii) subject to the provisions
of Section 20, delays or errors or loss of data occurring by reason of
circumstances beyond RSMC's control, including acts of civil or military
authority, national emergencies, labor difficulties, fire, flood or
catastrophe, act of God, insurrection, war riots or failure of mails,
transportation, communication or power supply.
20. ACT OF GOD, ETC. RSMC shall not be liable for delays or errors occurring by
reason of circumstance beyond its control, including but no limited to acts
of civil or military authority, national emergencies, labor difficulties,
fire, flood or catastrophe, act of God, insurrection, war, riots, or
failure of the mails, transportation, communication or power supply. In the
event of equipment breakdowns beyond its control, RSMC shall, at no
additional expense to the Trust, take reasonable steps to minimize service
interruptions but shall have no liability with respect thereto. RSMC 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.
21. AMENDMENTS. RSMC and the Trust shall regularly consult with each other
regarding RSMC's performance of its obligations and its compensation
hereunder. In connection therewith, the Trust shall submit to RSMC at a
reasonable time in advance of filing with the SEC copies of any amended or
supplemented registration statements (including exhibits) under the
Securities Act of 1933, as amended, and the 1940 Act, and a reasonable time
in advance of their proposed use, copies of any amended or supplemented
forms relating to any plan, program or service, offered by the Trust. Any
changes in such material which would require any changes in RSMC's
obligations hereunder shall be subject to RSMC's approval, which shall not
be unreasonably withheld. In the event that such change materially
increases the cost to RSMC of performing its obligations hereunder, RSMC
shall be entitled to receive reasonable compensation therefore.
22. DURATION, TERMINATION, ETC. Neither this Agreement nor any provisions
hereof may be changed, waived, discharged pr terminated orally, but only by
written instrument which shall make specific reference to this Agreement
and which shall be signed by the party against which enforcement of such
change, waiver, discharge or termination is sought.
This Agreement shall become effective at the close of business on December
31, 1993, and shall continue in effect for one year from the effective
date, and thereafter as the parties may mutually agree; provided, however,
that this Agreement may be terminated at any time by six months' written
notice given by RSMC to the Trust or six month's written notice given by
the Trust to RSMC; and provide further that this Agreement may be
terminated immediately at any time for cause either by the Trust or by RSMC
in the event that such cause remains unremedied for a period of time not to
exceed ninety day after receipt of written specification of such cause. Any
such termination shall not affect the right and obligations of the parties
under Section 18 hereof.
Upon the termination hereof, the Trust shall reimburse RSMC for any
out-of-pocket expenses reasonably incurred by RSMC during the period prior
to the date of such termination. In the event that the Trust designates a
successor to any RSMC's obligations hereunder, RSMC shall, at the expense
and direction of the Trust, transfer to such successor a certified list of
the shareholders of the Trust (with name, address, and, if provided, tax
identification or Social Security), a complete record of the account of
each shareholder, and all other relevant books, records and other data
established or maintained by RSMC hereunder. RSMC shall be liable for any
losses sustained by the Trust as a result of RSMC's failure to accurately
and promptly provide these materials.
23. REGISTRATION AS A TRANSFER AGENT. RSMC represent that it is 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. RSMC agrees that it will promptly notify the Trust in the
event of any material change in its status as a registered transfer agent.
Should RSMC fail to be registered with the FDIC, or any successor
regulatory authority as a transfer agent at any time during this Agreement,
the Trust may, on written notice to RSMC, immediately terminate this
Agreement.
24. NOTICE. Any notice under this Agreement shall be given in writing addressed
and delivered or mailed, postage prepaid, to the other party to this
Agreement at its principal place of business.
25. SEVERABILITY. 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.
26. GOVERNING LAW. To the extent that state law has not been preempted by the
provisions of any law of the United States heretofore, or hereafter
enacted, as the same may be amended from time to time, this Agreement shall
be administered, construed and enforced according to the laws of the State
of Delaware.
27. SHAREHOLDER LIABILITY. RSMC is hereby expressly put on notice of the
limitation of shareholder liability as set forth in the Declaration of
Trust and agrees that obligations assume by the Trust pursuant to this
Agreement shall be limited in all cases to the Trust and its assets. RSMC
agrees that it shall not seek satisfaction of any such obligation from the
shareholders or any individual shareholder of the Trust, nor from the
Trustees or any individual Trustee of the Trust.
28. MISCELLANEOUS. Both parties agree to perform such further acts and execute
such further documents as are necessary to effectuate the purpose hereof.
The captions in this Agreement are included for convenience of reference
only and in no way define or delimit of the provisions hereof or otherwise
affect their construction or effect. This Agreement may be executed
simultaneously in two counterparts, each of which taken together shall
constitute one and the same instrument.
IN WITNESS WHEREOF, the parties have duly executed this Agreement as of the
day and year first above written.
P.I.C. INVESTMENT TRUST
By:/s/Xxxx Banzahl
---------------
Xxxx Banzahl, Assistant Treasurer
XXXXXX SQUARE MANAGEMENT CORPORATION
By:/s/Xxxxxx X. Xxxxxxxx
------------------
Xxxxxx X. Xxxxxxxx, President
TRANSFER AGENCY AGREEMENT
AMENDED SCHEDULE A
PIC INVESTMENT TRUST
Portfolio Listing
PIC Balanced Fund
PIC Growth Fund
PIC Small Company Growth Fund
PIC Small Cap Growth Fund
PIC Mid Cap Fund
PIC Twenty Portfolio
Date: April 1, 2002
