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SUB-ADVISORY AGREEMENT
AGREEMENT dated as of March 11, 1987 between PROVIDENT
NATIONAL BANK, a national banking association (herein called "Provident") and
PROVIDENT INSTITUTIONAL MANAGEMENT CORPORATION, a Delaware corporation
registered as an investment adviser under the Investment Advisers Act of 1940
and wholly-owned by Provident (herein called "PIMC").
WHEREAS, PIMC is the investment adviser to Temporary
Investment Fund, Inc. (herein called the "Company"), an open-end, diversified,
management investment company registered under the Investment Company Act of
1940; and
WHEREAS, PIMC wishes to retain Provident to provide it with
investment research administrative, and statistical services in connection with
PIMC's advisory activities on behalf of the Company's TempFund portfolio (herein
called "TempFund") and its TempCash portfolio (herein called "TempCash")
(collectively, herein called the "Portfolios"); and
WHEREAS, Provident is willing to provide such services to PIMC
upon the conditions and for the compensation set forth below,
NOW THEREFORE, in consideration of the premises and mutual
covenants herein contained, it is agreed between the parties hereto as follows:
1. Appointment. (a) PIMC hereby appoints Provident its
sub-adviser with respect to the Portfolios as required by the Advisory Agreement
between PIMC and the Company dated as of March 11, 1987 (such Agreement or the
most recent successor advisory agreement between such parties is herein called
the "Advisory Agreement"). Provident accepts such appointment and agrees to
render the services herein set forth for the compensation herein provided.
(b) In the event that the Company establishes one or
more portfolios other than the Portfolios and PIMC has agreed to act as
investment adviser to such new portfolio under the Advisory Agreement, and PIMC
desires to retain Provident to act as its sub-adviser with respect thereto, PIMC
shall notify Provident in writing. If Provident is willing to render such
services it shall notify PIMC in writing whereupon, subject to such shareholder
approval as may be required pursuant to Paragraph 8 hereof, such portfolio shall
become a Portfolio hereunder and the compensation payable by PIMC to Provident
with respect to the services provided for such Portfolio shall be as agreed in
writing at the time.
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2. Sub-Advisory Services. Subject to the supervision of the
Board of Directors of the Company, Provident, through its Trust Division and on
behalf of the Company, will provide the Company investment research and credit
analysis concerning prospective and existing investments for each of the
Portfolios, make recommendations with respect to the continuous investment
program for each such Portfolio, supply PIMC computer facilities and operating
personnel, and provide certain statistical services as PIMC may from time to
time reasonably request. Provident will provide the services rendered by it
hereunder in accordance with the investment objective, policies and restrictions
as stated in the respective prospectuses of each of the Portfolios, as presently
in effect and as they may be amended or supplemented from time to time.
Provident further agrees that it:
(a) will use the same skill and care in providing such
services as it uses in providing services to fiduciary accounts for
which it has investment responsibilities;
(b) will conform with all applicable Rules and Regulations of
the Securities and Exchange Commission (herein called the "Rules"), and
will in addition conduct its activities under this Agreement in
accordance with the regulations of the Board of Governors of the
Federal Reserve System pertaining to the investment advisory activities
of bank holding companies to the same extent as if such regulations
were by their terms applicable to its activities hereunder;
(c) will not invest its assets or assets of any. fiduciary
account managed by it in shares of the Company, make loans for purposes
of purchasing or carrying such shares, or make interest-bearing loans
to the Company;
(d) will maintain or cause PIMC to maintain all books and
records with respect to the securities transactions of the Portfolios
and shall keep or cause PIMC to keep their respective books of account;
(e) will render to the Company's Board of Directors such
periodic and special reports as the Board may request; and
(f) will maintain its policy and practice of conducting its
Trust Division independently of its Commercial Division. In making
investment recommendations for the Portfolios, Trust Division personnel
will not inquire or take into consideration whether the issuers of
securities proposed for purchase or sale for the account of a Portfolio
are customers of the Commercial Division. In dealing with commercial
customers, the Commercial Division will not
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inquire or take into consideration whether securities of those
customers are held by the Portfolios.
3. Services Not Exclusive. Provident's services hereunder are
not deemed to be exclusive, and Provident shall be free to render similar
services to others so long as its services under this Agreement are not impaired
thereby.
4. Books and Records. In compliance with the requirements of
Rule 3la-3 of the Rules, Provident hereby agrees that all records which it
maintains for the Company are the property of the Company and further agrees to
surrender promptly to the Company any of such records upon the Company's
request. Provident further agrees to preserve, or cause PIMC to preserve, for
the periods prescribed by Rule 3la-2, the records required to be maintained by
Rule 3la-1 of the Rules.
5. Expenses. During the term of this Agreement, Provident will
pay all expenses incurred by it in connection with its activities under this
Agreement.
6. Compensation. For the services which Provident will render
to PIMC under this Agreement, PIMC will pay to Provident a monthly fee equal to
75% of each month's advisory fee received by PIMC from the Company on behalf of
each Portfolio pursuant to the Advisory Agreement between PIMC and the Company.
Notwithstanding the foregoing, the fee payable to Provident shall be adjusted
each quarter as necessary to assure that PIMC has income from all sources before
application of Federal, state, or other income taxes of at least $22,500 during
each quarter. The sub-advisory fee shall be paid by PIMC to Provident at least
quarterly.
7. Limitation on Liability. Provident will not be liable for
any error of judgment or mistake of law or for any loss suffered by PIMC or by
the Company in connection with the matters to which this Agreement relates,
except a loss resulting from a breach of fiduciary duty with respect to the
receipt of compensation for services or 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 or duties under this
Agreement.
8. Duration and Termination. This Agreement shall become
effective with respect to a Portfolio upon approval of this Agreement by vote of
a majority of the outstanding voting securities of such Portfolio and, unless
sooner terminated as provided herein, shall continue with respect to such
Portfolio until March 31, 1988. Thereafter, if not terminated, this Agreement
shall continue with respect to a Portfolio for successive annual periods ending
on March 31, provided such continuance is specifically approved at least
annually (a) by the
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vote of a majority of those members of the Board of Directors of the Company who
are not parties to this Agreement or interested persons of the Company or any
such party, cast in person at a meeting called for the purpose of voting on such
approval, and (b) by the Board of Directors of the Company or by vote of a
majority of the outstanding voting securities of such Portfolio; provided,
however, that this Agreement may be terminated with respect to a Portfolio by
the Company at any time, without the payment of any penalty, by the Board of
Directors of the Company or by vote of a majority of the outstanding voting
securities of such Portfolio, on 60 days' written notice to PIMC, and will be
terminated upon any termination of the Advisory Agreement between the Company
and PIMC. This Agreement will also 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 Investment Company Act of 1940.)
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, and no amendment of this Agreement affecting a
Portfolio shall be effective until approved by vote of the holders of a majority
of the outstanding voting securities of such Portfolio.
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 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 and shall be
governed by Delaware law.
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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.
PROVIDENT NATIONAL BANK
Attest:
/s/ Xxxx X. Xxxxxx, Xx. By: /s/ Xxxx Xxxxx
PROVIDENT INSTITUTIONAL MANAGEMENT
CORPORATION
/s/ Xxxx X. Xxxxxx, Xx. By: /s/ Xxxxxx X. Xxxxx
[Corporate Seal]
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