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EXHIBIT (9)(d)
SUBTRANSFER AGENCY AGREEMENT
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This Agreement is made this 18TH day of November, 1987,
between PROVIDENT NATIONAL BANK, Philadelphia, Pennsylvania, ("PROVIDENT"), as
Transfer Agent, and THE NORTHERN TRUST COMPANY, an Illinois corporation, of
Chicago, Illinois ("NORTHERN"), as Subtransfer Agent.
WITNESSETH
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WHEREAS, PROVIDENT is the Transfer Agent for units of
beneficial interest of the MUNICIPAL FUND FOR TEMPORARY INVESTMENT (the "MUNI
FUND"), a no-load, open-end diversified management investment company organized
as a common law trust under the laws of the Commonwealth of Pennsylvania on
March 30, 1981 pursuant to an Amended and Restated Custodian and Services
Agreement dated November 24, 1982 as revised on April 13, 1983, January 12,
1984, November 1, 1984, May 9, 1986 and October 26, 1987;
WHEREAS, MUNI FUND issues various units of beneficial
interests ("Shares") including the MUNI FUND Shares and the MUNI CASH Shares:
WHEREAS, NORTHERN is acting as Investment advisor and
Custodian of THE BENCHMARK TAX-EXEMPT FUND ("BENCHMARK") an open-end
diversified management investment company established as a Massachusetts
business trust under an Agreement and Declaration of Trust dated July 15, 1982,
pursuant to separate Advisory and Custodian Agreement with BENCHMARK dated May
19, 1983;
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WHEREAS, NORTHERN, as Investment Advisor to BENCHMARK, desires
to purchase MUNI FUND Shares and MUNI CASH Shares from time to time for the
purpose of temporarily investing the short-term cash of BENCHMARK on a
tax-exempt basis so as to the obviate the need to invest in taxable
instruments;
WHEREAS, NORTHERN, as Custodian for BENCHMARK, seeks to comply
with Section 17(f) of the Investment Company Act of 1940 and the Rules issued
thereunder and to establish an efficient method for obtaining stock
certificates or interim receipts for MUNI FUND Shares or MUNI CASH Shares which
may be purchased form time to time by BENCHMARK;
NOW, THEREFORE, in consideration of the mutual covenants
hereinafter set forth, the parties hereto agree as follow:
1. Appointment.
PROVIDENT hereby appoints NORTHERN as Subtransfer
Agent to provide the subtransfer agency services contemplated hereby with
respect to MUNI FUND Shares and MUNI CASH Shares to be purchased form time to
time by BENCHMARK.
2. Issuance of Master Stock Certificate.
PROVIDENT shall issue to BENCHMARK Master Stock
Certificate and Schedule of Ownership (in substantially the form set forth in
Exhibit A and Exhibit B) and will instruct NORTHERN, as Subtransfer Agent, with
respect to recording on the Schedule of Ownership of the number of MUNI FUND
Shares or MUNI CASH Shares owned by BENCHMARK.
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3. Purchase and Redemption of Shares.
(a) NORTHERN, as Investment Advisor to BENCHMARK,
shall transmit purchase orders and redemption requests for MUNI FUND Shares or
MUNI CASH Shares in accordance with procedures described in the then current
prospectus of the MUNI FUND Shares or MUNI CASH Shares, as the case may be.
(b) NORTHERN, as Custodian for BENCHMARK, shall hold
the Master Stock Certificate for MUNI FUND Shares or MUNI CASH Shares issued by
PROVIDENT in accordance with the requirements of the Investment Company Act of
1940 and the Rules issued thereunder, subject to a certain Rule 17d-1 no action
letter. See THE NORTHERN TRUST COMPANY (available June 2, 1983).
(c) NORTHERN, as Subtransfer Agent, shall provide
PROVIDENT with written notice of the names of the officers or other responsible
employees who have authority to make entries on the Schedule of Ownership and
PROVIDENT may rely upon such written notice.
(d) PROVIDENT, in lieu of issuing stock certificates
as a result of each purchase by BENCHMARK, shall notify NORTHERN, as
Subtransfer Agent, of the number of MUNI FUND Shares or MUNI CASH Shares to be
recorded on the Schedule of Ownership on each day that (i) BENCHMARK'S ownership
of MUNI FUND Shares or MUNI CASH Shares (as the case may be) changes, and (ii)
both PROVIDENT AND NORTHERN are open for business.
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(e) PROVIDENT shall confirm all oral purchase orders
and redemption requests in the manner provided in the current prospectus when
certificates are not issued.
4. Notices.
Notices and other writings delivered or mailed
postage prepaid to PROVIDENT, c/o Provident Financing Processing, ▇.▇. ▇▇▇
▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ or to NORTHERN, ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇,
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ATTENTION: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, B-5, or such other
address as PROVIDENT or NORTHERN may hereafter specify by written notice to the
most recent address specified by the party to whom such notice is addressed,
shall be deemed to have been properly delivered or given hereunder to the
respective addressee.
5. Indemnification.
NORTHERN represents that it presently is and intends
to remain, in full compliance with applicable law with respect to the
transactions contemplated by this Agreement. NORTHERN agrees to indemnify and
hold PROVIDENT and the MUNI FUND harmless from any loss, cost or expense
incurred by reason of the failure of NORTHERN to be and remain in full
compliance with such law.
6. Records.
The books and records pertaining to the MUNI FUND
which are in the possession of NORTHERN in its capacity as Subtransfer Agent
hereunder shall be the property of the MUNI FUND. Such books and records shall
be prepared and maintained as
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required by the 1940 Act and other applicable rules and regulations.
PROVIDENT, the MUNI FUND, or the MUNI FUND'S authorized representatives, shall
have access to such books and records at all times during NORTHERN'S normal
business hours. Upon the reasonable request of PROVIDENT, copies of any such
books and records shall be provided by NORTHERN to PROVIDENT, the MUNI FUND, or
the MUNI FUND'S authorized representatives at the MUNI FUND'S expense. In the
event of any discrepancy between records maintained by PROVIDENT, and those
maintained by NORTHERN, the records maintained by PROVIDENT shall be rebuttably
presumptive evidence of the number of MUNI FUND Shares or MUNI CASH Shares,
owned by BENCHMARK.
7. Amendment and Termination.
(a) This Agreement may not be amended except by an
instrument in writing signed by both parties.
(b) This Agreement may be terminated by either party
at any time by written notice to the other party. Redemption of all shares of
the MUNI FUND owned by BENCHMARK on any day shall not automatically terminate
this Agreement.
(c) this Agreement shall not be effective until
signed by both parties and consented to by MUNI FUND.
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IN WITNESS WHEREOF, the parties have caused this instrument to
be executed as of the day and year first above written.
PROVIDENT NATIONAL BANK
By:
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As its
THE NORTHERN TRUST COMPANY
By:
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As its
Receipt of and Consent to
the foregoing instrument is hereby
acknowledged and Provident is
instructed to enter into this
Agreement
MUNICIPAL FUND FOR TEMPORARY
INVESTMENT
By:
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As its
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EXHIBIT A
MUNI FUND SHARES OF
MUNICIPAL FUND FOR TEMPORARY INVESTMENT
MASTER STOCK CERTIFICATE NO. 1
THE BENCHMARK TAX-EXEMPT FUND is the owner of record of the number of
the MUNI FUND SHARES indicated in the Schedule of Ownership incorporated
herein as though it was a part hereof, subject to the terms of an Agreement
dated November 18, 1987, between PROVIDENT NATIONAL BANK, as Transfer Agent and
THE NORTHERN TRUST COMPANY, as Subtransfer Agent.
This Master Stock Certificate is non-transferable. In the event of any
discrepancy between the number of shares shown on the Schedule of
Ownership and the books and records of PROVIDENT NATIONAL BANK as Transfer Agent
of the MUNICIPAL FUND FOR TEMPORARY INVESTMENT, the books of PROVIDENT NATIONAL
BANK shall be rebuttably presumptive evidence of the number of MUNI FUND Shares
owned by BENCHMARK TAX-EXEMPT FUND.
IN WITNESS WHEREOF, the MUNICIPAL FUND FOR TEMPORARY INVESTMENT has
caused this Master Stock Certificate to be signed by its duly authorized
officer and attested by an Assistant Secretary.
Dated: November 18, 1987
ATTEST: MUNICIPAL FUND FOR TEMPORARY
INVESTMENT
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(Name and Title)
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SCHEDULE OF OWNERSHIP
MUNI FUND SHARES
Shares Authorized Shares Authorized
Date Held Initials Date Held Initials
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EXHIBIT B
MUNI CASH SHARES OF
MUNICIPAL FUND FOR TEMPORARY INVESTMENT
MASTER STOCK CERTIFICATE NO. 1
THE BENCHMARK TAX-EXEMPT FUND is the owner of record of the number of
the MUNI FUND SHARES indicated in the Schedule of Ownership incorporated
herein as though it was a part hereof, subject to the terms of an Agreement
dated November 18, 1987, between PROVIDENT NATIONAL BANK, as Transfer Agent and
THE NORTHERN TRUST COMPANY, as Subtransfer Agent.
This Master Stock Certificate is non-transferable.
In the event of any discrepancy between the number of shares shown on
the Schedule of Ownership and the books and records of PROVIDENT NATIONAL BANK
as Transfer Agent of the MUNICIPAL FUND FOR TEMPORARY INVESTMENT, the
books of PROVIDENT NATIONAL BANK shall be rebuttably presumptive evidence of the
number of MUNI FUND Shares owned by BENCHMARK TAX-EXEMPT FUND.
IN WITNESS WHEREOF, the MUNICIPAL FUND FOR TEMPORARY INVESTMENT has
caused this Master Stock Certificate to be signed by its duly authorized
officer and attested by an Assistant Secretary.
Dated: November 18, 1987
ATTEST: MUNICIPAL FUND FOR TEMPORARY
INVESTMENT
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(Name and Title)
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SCHEDULE OF OWNERSHIP
MUNI CASH SHARES
Shares Authorized Shares Authorized
Date Held Initials Date Held Initials
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