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TRANSFER AGENCY AGREEMENT
THIS AGREEMENT is made as of the 1 day of June, 1989 between
TEMPORARY INVESTMENT FUND, INC., a Maryland corporation (the "Company"), and
PROVIDENT FINANCIAL PROCESSING CORPORATION (the "Transfer Agent"), a Delaware
corporation which is an indirect, wholly-owned subsidiary of PNC Financial Corp.
R E C I T A L
WHEREAS, the Company is registered as an open-end, diversified
management investment company under the Investment Company Act of 1940, as
amended (the "1940 Act"); and
WHEREAS, the Company currently offers shares of series
representing interests in two separate investment portfolios, known as TempFund
and TempCash (each a "Fund"), and classes of shares in each such Fund; and
WHEREAS, the Transfer Agent has served as the Company's
transfer agent, registrar and dividend disbursing agent as delegates pursuant to
an Amended and Restated Custodian and Services Agreement dated as of November
19, 1979, as amended on January 16, 1981, November 30, 1981, March 22, 1982,
July 2, 1982, January 12, 1984, April 11, 1984, November 1, 1984, and May 9,
1986; and
WHEREAS, the Company desires to continue to retain the
Transfer Agent to serve as the Company's transfer agent,
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registrar, and dividend disbursing agent, and the Transfer Agent is willing to
furnish such services;
NOW, THEREFORE, in consideration of the premises and mutual
covenants herein contained, it is agreed between the parties hereto as follows:
1. Appointment. The Company hereby appoints the Transfer Agent
to serve as transfer agent, registrar and dividend disbursing agent for the
Company with respect to the shares of the Company's Common Stock, $.001 par
value ("Shares") for the period and on the terms set forth in this Agreement.
The Transfer Agent accepts such appointment and agrees to furnish the services
herein set forth in return for the compensation as provided in Paragraph 16 of
this Agreement. The Company has, and may from time to time continue to issue
additional Funds or classes of such Funds or classify and reclassify Shares of
such current or future Funds or classes. The Transfer Agent shall identify to
each such Fund or class property belonging to such Fund or class in such
reports, confirmations and notices to the Company called for under this
Agreement. In the event that the Company establishes such additional Funds or
classes, the Company shall notify the Transfer Agent in writing. If the Transfer
Agent is willing to render such services, it shall notify the Company in
writing, whereupon such Fund or class shall become a Fund or class hereunder,
and the compensation payable by such new Fund or class to the Transfer Agent
will be agreed in writing at the time, pursuant to Paragraph 16 hereof.
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2. Delivery of Documents. The Company has furnished
the Transfer Agent with copies properly certified or
authenticated of each of the following:
(a) Resolutions of the Company's Board of Directors
authorizing the appointment of the Transfer Agent as transfer agent and
registrar and dividend disbursing agent for the Company and approving this
Agreement;
(b) Appendix A identifying and containing the
signatures of the Company's President and Treasurer and other persons authorized
to issue Oral Instructions and to sign Written Instructions, as hereinafter
defined, on behalf of the Company and to execute stock certificates representing
Shares;
(c) The Company's Articles of Incorporation filed
with the Department of Assessments and Taxation of the State of Maryland on
February 8, 1973 and all Articles of Amendment and Articles Supplementary
thereto (such Articles of Incorporation, as presently in effect and as they
shall from time to time be amended, are herein called the "Charter");
(d) The Company's By-Laws dated February 9, 1973 and
all amendments thereto (such By-Laws, as presently in effect and as they shall
from time to time be amended, are herein called the "By-Laws");
(e) Copies of all documents relating to any voluntary
investor service plans sponsored by the Company, including periodic investment
plans such as Individual Retirement Accounts;
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(f) The Advisory Agreement between Provident
Institutional Management Corporation (the "Advisor") and the Company dated as of
March 11, 1987 (such Advisory Agreement as presently in effect and with any
future addenda is herein called the "Advisory Agreement");
(g) The Sub-Advisory Agreement between Provident
National Bank ("Provident") and the Advisor dated as of March 11, 1987 (such
Sub-Advisory Agreement as presently in effect and with any future addenda is
herein called the "Sub-Advisory Agreement");
(h) The Custodian Agreement between Provident and the
Company dated as of June 1, 1989 (the "Custodian Agreement");
(i) The Administration Agreement between The Boston
Company Advisors, Inc. and the Company dated as of March 11, 1987 relating to
the Company (such Administration Agreement as presently in effect and with any
future addenda is called the "Administration Agreement");
(j) Each Distribution Agreement between the Company
and Shearson Xxxxxx Xxxxxx Inc. ("Shearson") dated April 14, 1983 and February
21, 1984 and relating to the Funds of the Company (collectively, the
"Distribution Agreement");
(k) The Company's most recent Post-Effective
Amendment to its Registration Statements on Form N-1A under the Securities Act
of 1933, as amended (the "1933 Act") (Registration No. 2-47015) and
(Registration No. 2-87227) and under the 1940
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Act as filed with the SEC on December 2, 1988 relating to Shares, and all
Amendments thereto, as well as such prior Registration Statements or Amendments
as the Transfer Agent may request; and
(l) The Company's most recent prospectuses
(prospectus herein is deemed to include the Statement of Additional Information)
relating to Shares (such prospectuses, as presently in effect and all amendments
and supplements thereto are herein called the "Prospectus").
The Company will furnish the Transfer Agent from time to time
with copies, properly certified or authenticated, of all amendments of or
supplements to the foregoing, if any.
3. Definitions.
(a) "Authorized Person." As used in this Agreement,
the term "Authorized Person" means the Company's President and Treasurer and any
other person, whether or not any such person is an officer or employee of the
Company, duly authorized by the Board of Directors of the Company to give Oral
and Written Instructions on behalf of the Company and listed on the Certificate
annexed hereto as Appendix A or any amendment thereto as may be received by the
Transfer Agent from time to time.
(b) "Oral Instructions." As used in this Agreement,
the term "Oral Instructions" means oral instructions actually received by the
Transfer Agent from an Authorized Person or from a person reasonably believed by
the Transfer Agent to be an Authorized Person. The Company agrees to deliver to
the
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Transfer Agent, at the time and in the manner specified in Paragraph 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, tested telegram, cable, telex or facsimile sending device, and
received by the Transfer Agent and signed by an Authorized Person.
4. Instructions Consistent with Charter, etc.
(a) Unless otherwise provided in this Agreement, the
Transfer Agent shall act only upon Oral or Written Instructions. Although the
Transfer Agent may know of the provisions of the Charter and By-Laws of the
Company, the Transfer Agent may assume that any Oral or Written Instructions
received hereunder are not in any way inconsistent with any provisions of such
Charter or By-Laws or any vote, resolution or proceeding of the Shareholders, or
of the Board of Directors, or of any committee thereof.
(b) The Transfer Agent shall be entitled to rely upon
any Oral Instructions and any Written Instructions actually received by the
Transfer Agent pursuant to this Agreement. The Company agrees to forward to the
Transfer Agent Written Instructions confirming Oral Instructions in such manner
that the Written Instructions are received by the Transfer Agent by the close of
business of the same day that such Oral Instructions are given to the Transfer
Agent. The Company agrees that the fact
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that such confirming Written Instructions are not received by the Transfer Agent
shall in no way affect the validity of the transactions or enforceability of the
transactions authorized by the Company by giving Oral Instructions. The Company
agrees that the Transfer Agent shall incur no liability to the Company in acting
upon Oral Instructions given to the Transfer Agent hereunder concerning such
transactions, provided the Transfer Agent reasonably believes such instructions
have been received from an Authorized Person.
5. Transactions Not Requiring Instructions. In the absence of
contrary Written Instructions, the Transfer Agent is authorized to take the
following actions:
(a) Issuance of Shares. Upon receipt of a purchase
order from Shearson for the purchase of Shares and sufficient information to
enable the Transfer Agent to establish a Shareholder account, and after
confirmation of receipt or crediting of Federal funds for such order from the
Company's Custodian, the Transfer Agent shall issue and credit the account of
the investor or other record holder with Shares in the manner described in the
Prospectus.
(b) Transfer of Shares; Uncertificated Securities.
Where a Shareholder does not hold a certificate representing the number of
Shares in his account and does provide the Transfer Agent with instructions for
the transfer of such Shares which include a signature guaranteed by a national
bank or registered broker/dealer and such other appropriate documentation
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to permit a transfer, then the Transfer Agent shall register such Shares and
shall deliver them pursuant to instructions received from the transferor,
pursuant to the rules and regulations of the SEC, and the law of the State of
Maryland relating to the transfer of shares of common stock.
(c) Stock Certificates. If at any time the Company
issues stock certificates, the following provisions will apply:
(i) The Company will supply the Transfer Agent
with a sufficient supply of stock certificates representing Shares, in
the form approved from time to time by the Board of Directors of the
Company, and, from time to time, shall replenish such supply upon
request of the Transfer Agent. Such stock certificates shall be
properly signed, manually or by facsimile signature, by the duly
authorized officers of the Company, whose names and positions shall be
set forth on Appendix A, and shall bear the corporate seal or facsimile
thereof of the Company, and notwithstanding the death, resignation or
removal of any officer of the Company, such executed certificates
bearing the manual or facsimile signature of such officer shall remain
valid and may be issued to Shareholders until the Transfer Agent is
otherwise directed by Written Instructions.
(ii) In the case of the loss or destruction of
any certificate representing Shares, no new
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certificate shall be issued in lieu thereof, unless there shall first
have been furnished an appropriate bond of indemnity issued by the
surety company approved by the Transfer Agent.
(iii) Upon receipt of signed stock
certificates, which shall be in proper form for transfer, and upon
cancellation or destruction thereof, the Transfer Agent 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 regulations of the SEC, and the law of
the State of Maryland relating to the transfer of shares of common
stock.
(iv) Upon receipt of the stock certificates,
which shall be in proper form for transfer, together with the
Shareholder's instructions to hold such stock certificates for
safekeeping, the Transfer Agent shall reduce such Shares to
uncertificated status, while retaining the appropriate registration in
the name of the Shareholder upon the transfer books.
(v) Upon receipt of written instructions from
a Shareholder of uncertificated securities for a certificate in the
number of shares in his account, the Transfer Agent will issue such
stock certificates and deliver them to the Shareholder.
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(d) Redemption of Shares. Upon receipt of a
redemption order from Shearson, the Transfer Agent shall redeem the number of
Shares indicated thereon from the redeeming Shareholder's account and receive
from the Company's Custodian and disburse to the redeeming Shareholder the
redemption proceeds therefor, or arrange for direct payment of redemption
proceeds to such Shareholder by the Company's Custodian, in accordance with such
procedures and controls as are mutually agreed upon from time to time by and
among the Company, the Transfer Agent and the Company's Custodian.
6. Authorized Shares. The Company's authorized capital stock
consists of forty billion (40,000,000,000) shares of Common Stock, par value
$.001 per Share, of which five billion shares are classified as Class A Common
Stock, ten billion shares are classified as Class B Common Stock, five billion
shares are classified as Class B Common Stock--Special - Series 1, five billion
shares are classified as Class C Common Stock, 5 billion shares are classified
as Class C Common Stock--Special - Series 1 and ten billion shares are
unclassified. The Transfer Agent shall record issues of all Shares and shall
notify the Company in case any proposed issue of Shares by the Company shall
result in an over-issue as defined by Section 8-104(2) of Article 8 of the
Maryland Uniform Commercial Code. In case any issue of Shares would result in
such an over-issue, the Transfer Agent shall refuse to issue said Shares and
shall not countersign and issue certificates for such Shares. The Company agrees
to notify the
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Transfer Agent promptly of any change in the number of authorized Shares and of
any change in the number of Shares registered under the 1933 Act.
7. Dividends and Distributions. The Company shall furnish the
Transfer Agent with appropriate evidence of action by the Company's Board of
Directors 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, the Transfer Agent shall in accordance with the
instructions in proper form from a Shareholder and the provisions of the
Company's Charter and Prospectus, issue and credit the account of the
Shareholder with Shares, or pay such dividend or distribution in the manner
described in the Prospectus. In lieu of receiving from the Company's Custodian
and paying to Shareholders cash dividends or distributions, the Transfer Agent
may arrange for the direct payment of cash dividends and distributions to
Shareholders by the Company's Custodian, in accordance with such procedures and
controls as are mutually agreed upon from time to time by and among the Company,
the Transfer Agent and the Company's Custodian.
The Transfer Agent 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
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the Company 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 Company, the Transfer Agent 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 Company, all as required by applicable Federal tax
laws and regulations.
8. Communications with Shareholders.
(a) Communications to Shareholders. The Transfer
Agent will address and mail all communications by the Company to its
Shareholders, including reports to Shareholders, confirmations of purchases and
sales of Company Shares, monthly statements, dividend and distribution notices
and proxy material for its meetings of Shareholders. The Transfer Agent will
receive and tabulate the proxy cards for the meetings of the Company's
Shareholders.
(b) Correspondence. The Transfer Agent will answer
such correspondence from Shareholders, securities brokers and others relating to
its duties hereunder and such other correspondence as may from time to time be
mutually agreed upon between the Transfer Agent and the Company.
9. Records. The Transfer Agent shall maintain records of the
accounts for each Shareholder showing the following information:
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(a) name, address and United States Tax
Identification or Social Security number;
(b) number and class of Shares held and number and
class of Shares for which certificates, if any, have been issued, including
certificate numbers and denominations;
(c) 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;
(d) any stop or restraining order placed against a
Shareholder's account;
(e) any correspondence relating to the current
maintenance of a Shareholder's account;
(f) information with respect to withholdings; and,
(g) any information required in order for the
Transfer Agent to perform any calculations contemplated or required by this
Agreement.
The books and records pertaining to the Company which are in
the possession of the Transfer Agent shall be the property of the Company. Such
books and records shall be prepared and maintained as required by the 1940 Act
and other applicable securities laws and rules and regulations. The Company, or
the Company's authorized representatives, shall have access to such books and
records at all times during the Transfer Agent's normal business hours. Upon the
reasonable request of the Company,
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copies of any such books and records shall be provided by the Transfer Agent to
the Company or the Company's authorized representative at the Company's expense.
10. Ongoing Functions. The Transfer Agent will perform the
following functions on an ongoing basis:
(a) furnish state-by-state registration reports to the
Company;
(b) calculate Account Executive load or compensation
payment and provide such information to the Company, if any;
(c) calculate dealer commissions for the Company, if any;
(d) provide toll-free lines for direct Shareholder use,
plus customer liaison staff with on-line inquiry capacity;
(e) mail duplicate confirmations to dealers of their
clients' activity, whether executed through the dealer or directly with the
Transfer Agent, if any;
(f) provide detail for underwriter or broker confirmations
and other participating dealer Shareholder accounting, in accordance with such
procedures as may be agreed upon between the Company and the Transfer Agent;
(g) provide Shareholder lists and statistical information
concerning accounts to the Company;
(h) provide timely notification of Company activity and
such other information as may be agreed upon from
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time to time between the Transfer Agent and the Company, PIMC and the
Custodian, to the Company, the Custodian or PIMC; and
(i) install or cause to be installed, micro-computer
systems in the offices of certain Shareholders and shall provide or cause to be
provided, communication networks in connection with the use of such systems by
Shareholders (the "Computer Access Program") pursuant to directives given by The
Boston Company Advisors, Inc. with respect to the Computer Access Program in
accordance with the Company's Administration Agreement.
11. Cooperation with Accountants. The Transfer Agent shall
cooperate with the Company's independent public accountants and shall take all
reasonable action in the performance of its obligations under this Agreement to
assure that the necessary information is made available to such accountants for
the expression of their opinion as such may be required by the Company from time
to time.
12. Confidentiality. The Transfer Agent agrees on behalf of
itself and its employees to treat confidentially all records and other
information relative to the Company and its prior, present or potential
Shareholders, except, after prior notification to and approval in writing by the
Company, which approval shall not be unreasonably withheld and may not be
withheld where the Transfer Agent may be exposed to civil or criminal contempt
proceedings for failure to comply, when
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requested to divulge such information by duly constituted authorities, or when
so requested by the Company.
13. Equipment Failures. In the event of equipment failures
beyond the Transfer Agent's control, the Transfer Agent shall, at no additional
expense to the Company, take reasonable steps to minimize service interruptions
but shall have no liability with respect thereto. The foregoing obligation shall
not extend to computer terminals located outside of premises maintained by the
Transfer Agent. The Transfer Agent 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.
14. Right to Receive Advice.
(a) Advice of Company. If the Transfer Agent shall be
in doubt as to any action to be taken or omitted by it, it may request, and
shall receive, from the Company directions or advice, including Oral or Written
Instructions where appropriate.
(b) Advice of Counsel. If the Transfer Agent shall be
in doubt as to any question of law involved in any action to be taken or omitted
by the Transfer Agent, it may request advice at its own cost from counsel of its
own choosing (who may be counsel for the Advisor, the Company or the Transfer
Agent at the option of the Transfer Agent).
(c) Conflicting Advice. In case of conflict between
directions, advice or Oral or Written Instructions
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received by the Transfer Agent pursuant to subparagraph (a) of this Paragraph
and advice received by the Transfer Agent pursuant to subparagraph (b) of this
Paragraph, the Transfer Agent shall be entitled to rely on and follow the advice
received pursuant to the latter provision alone.
(d) Protection of the Transfer Agent. The Transfer
Agent shall be protected in any action or inaction which it takes in reliance on
any directions, advice or Oral or Written Instructions received pursuant to
subparagraphs (a) or (b) of this Paragraph which the Transfer Agent, after
receipt of any such directions, advice or Oral or Written Instructions, in good
faith believes to be consistent with such directions, advice or Oral or Written
Instructions, as the case may be. However, nothing in this Paragraph shall be
construed as imposing upon the Transfer Agent any obligation (i) to seek such
directions, advice or Oral or Written Instructions, or (ii) to act in accordance
with such directions, advice or Oral or Written Instructions when received,
unless, under the terms of another provision of this Agreement, the same is a
condition to the Transfer Agent's properly taking or omitting to take such
action. Nothing in this subparagraph shall excuse the Transfer Agent when an
action or omission on the part of the Transfer Agent constitutes willful
misfeasance, bad faith, gross negligence or reckless disregard by the Transfer
Agent of its duties and obligations under this Agreement.
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15. Compliance with Governmental Rules and Regulations. The
Company assumes full responsibility for ensuring that the Company complies with
all applicable requirements of the 1933 Act, the 1934 Act, the 1940 Act, and any
laws, rules and regulations of governmental authorities having jurisdiction
except insofar as the Transfer Agent has assumed a specific responsibility for
compliance hereunder.
16. Compensation. As compensation for the services rendered by
the Transfer Agent during the term of this Agreement, the Company will pay to
the Transfer Agent monthly fees that shall be agreed to from time to time by the
Company and the Transfer Agent, plus certain of the Transfer Agent's expenses
relating to such services, as shall be agreed to from time to time by the
Company and the Transfer Agent.
17. Indemnification. The Company agrees to indemnify and hold
harmless the Transfer Agent and its nominees and subcontractors from all taxes,
charges, expenses, assessments, claims and liabilities (including, without
limitation, liabilities arising under the 1933 Act, the 1934 Act, the 1940 Act,
and any state and foreign securities and blue sky laws, all as or to be amended
from time to time) and expenses, including (without limitation) attorneys' fees
and disbursements, arising directly or indirectly from any action or thing which
the Transfer Agent takes or does or omits to take or do (i) at the request or on
the direction of or in reliance on the advice of the Company or (ii) upon Oral
or Written Instructions, provided,
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that neither the Transfer Agent nor any of its nominees or subcontractors shall
be indemnified against any liability to the Company or to its Shareholders (or
any expenses incident to such liability) arising out of the Transfer Agent's or
such nominee's or such sub-contractor's own willful misfeasance, bad faith or
negligence or reckless disregard of its duties in connection with the
performance of its duties and obligations specifically described in this
Agreement.
18. Responsibility of the Transfer Agent. The Transfer Agent
shall be under no duty to take any action on behalf of the Company except as
specifically set forth herein or as may be specifically agreed to by the
Transfer Agent in writing. In the performance of its duties hereunder, the
Transfer Agent shall be obligated to exercise care and diligence and to act in
good faith and to use its best efforts within reasonable limits to insure the
accuracy and completeness of all services performed under this Agreement. The
Transfer Agent shall be responsible for its own negligent failure to perform its
duties under this Agreement, but to the extent that duties, obligations and
responsibilities are not specifically set forth in this Agreement, the Transfer
Agent shall not be liable for any act or omission which does not constitute
willful misfeasance, bad faith or gross negligence on the part of the Transfer
Agent or reckless disregard of such duties, obligations and responsibilities.
Without limiting the generality of the foregoing or of any other provision of
this Agreement, the
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Transfer Agent 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 or in
respect of (a) 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, if any, and which the Transfer Agent
reasonably believes to be genuine, or (b) delays or errors or loss of data
occurring by reason of circumstances beyond the Transfer Agent's control,
including acts of civil or military authority, national emergencies, labor
difficulties, fire, mechanical breakdown (except as provided in Paragraph 13),
flood or catastrophe, acts of God, insurrection, war, riots or failure of the
mails, transportation, communication or power supply.
19. Duration and Termination. This Agreement shall continue
until termination by the Company or by the Transfer Agent on sixty (60) days
written notice.
20. Registration as a Transfer Agent. The Transfer Agent
represents 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. The Transfer Agent agrees that it will
promptly notify the Company in the event of any material change in its status as
a registered transfer agent. Should the Transfer Agent fail to be registered
with the OCC as a transfer agent at any
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time during this Agreement, the Company may, on written notice to the Transfer
Agent, immediately terminate this Agreement.
21. Notices. All notices and other communications, including
Written Instructions (collectively referred to as "Notice" or "Notices" in this
Paragraph), hereunder shall be in writing or by confirming telegram, cable,
telex or facsimile sending device. Notices shall be addressed (a) if to the
Transfer Agent at X.X. Xxx 0000, Xxxxxxxxxx, Xxxxxxxx 00000; (b) if to the
Company, at the address of the Company; or (c) if to neither of the foregoing,
at such other address as shall have been notified to the sender of any such
Notice or other communication. If the location of the sender of a Notice and the
address of the addressee thereof are, at the time of sending, more than 100
miles apart, the Notice may be sent by first-class mail, in which case it shall
be deemed to have been received five days after it is sent, or if sent by
confirming telegram, cable, telex or facsimile sending device, it shall be
deemed to have been received immediately, and, if the location of the sender of
a Notice and the address of the addressee thereof are, at the time of sending,
not more than 100 miles apart, the Notice may be sent by first-class mail, in
which case it shall be deemed to have been received three days after it is sent,
or if sent by messenger, it shall be deemed to have been received on the day it
is delivered. All postage, cable, telegram, telex and facsimile sending device
charges arising from the sending of a Notice hereunder shall be paid by the
sender.
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22. Further Actions. Each party agrees to perform such further
acts and execute such further documents as are necessary to effectuate the
purposes hereof.
23. Amendments. This Agreement or any part hereof may be
changed only by an instrument in writing signed by the party against which
enforcement of such change is sought.
24. Delegation of Duties. On thirty (30) days prior written
notice to the Company, the Transfer Agent may assign its rights and delegate its
duties hereunder to any wholly-owned direct or indirect subsidiary of Provident
National Bank or PNC Financial Corp, provided that (i) the delegate agrees with
the Transfer Agent to comply with all relevant provisions of the 1940 Act; and
(ii) the Transfer Agent and such delegate shall promptly provide such
information as the Company may request, and respond to such questions as the
Company may ask, relative to the delegation, including (without limitation) the
capabilities of the delegate. Such delegate shall be bound by the terms of this
Agreement as though an original party hereto. The Transfer Agent shall
unconditionally guarantee the performance of the delegate under the terms and
conditions of this Agreement.
By its execution of this Agreement, the Company hereby
acknowledges that it has received the notice required by this Paragraph 24 in
respect of transfer agency services to be provided by NMF, Inc., a North
Carolina business corporation.
25. Counterparts. This Agreement may be executed in two or
more counterparts, each of which shall be deemed an
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original, but all of which together shall constitute one and the
same instrument.
26. Miscellaneous. This Agreement embodies the entire
agreement and understanding between the parties hereto, and supersedes all prior
agreements and understandings relating to the subject matter hereof, provided
that the parties hereto may embody in one or more separate documents their
agreement, if any, with respect to Oral Instructions or compensation. 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. This Agreement shall be deemed to be a contract made in
Delaware and governed by Delaware law. 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 and shall inure to the benefit of the parties hereto and their
respective successors.
IN WITNESS WHEREOF, the parties hereto have caused
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this Agreement to be executed by their officers designated below on the day and
year first above written.
[SEAL] TEMPORARY INVESTMENT
FUND, INC.
Attest: /s/Xxxxxx X. Xxxxxx, III By: /s/Xxxxxx X. Xxxxx
------------------------ --------------------
[SEAL] PROVIDENT FINANCIAL
PROCESSING CORPORATION
Attest: By: /s/Xxxxx X.Xxxxxx
------------------------- --------------------
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INDEX
Paragraph Page
--------- ----
1. Appointment............................................. 2
2. Delivery of Documents................................... 3
3. Definitions............................................. 5
4. Instructions Consistent with Charter, etc............... 6
5. Transactions Not Requiring Instructions................. 7
6. Authorized Shares....................................... 10
7. Dividends and Distributions............................. 11
8. Communications with Shareholders........................ 12
9. Records................................................. 12
10. Ongoing Functions....................................... 14
11. Cooperation with Accountants............................ 15
12. Confidentiality......................................... 15
13. Equipment Failures...................................... 16
14. Right to Receive Advice................................. 16
15. Compliance with Governmental Rules and Regulations...... 18
16. Compensation............................................ 18
17. Indemnification......................................... 18
18. Responsibility of the Transfer Agent.................... 19
19. Duration and Termination................................ 20
20. Registration as a Transfer Agent........................ 20
21. Notices................................................. 21
22. Further Actions......................................... 22
23. Amendments.............................................. 22
24. Delegation of Duties.................................... 22
25. Counterparts............................................ 22
26. Miscellaneous........................................... 23
