PROVIDENT INSTITUTIONAL FUNDS
(the "Trust")
Bellevue Park Corporate Center
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SERVICING AGREEMENT
Ladies and Gentlemen:
This is a Servicing Agreement between the Trust and you as the Servicer
named below concerning the provision of support services to your customers and
customers of affiliated banks (collectively, "customers") who may from time to
time beneficially own Administration Shares, Dollar Shares, Cash Reserve Shares
and/or Cash Management Shares of one or more of the Trust's investment
portfolios. Each Series and Class which are currently being offered are listed
on Appendix A and the Class of Shares to which the Agreement (and the related
fees) applies are identified by you on Appendix A. As used herein, "you" means
the Servicer which has executed this Agreement and "we" (or "us") means the
Trust.
The terms and conditions of this Servicing Agreement are as follows:
Section 1.
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1(a) Administration Shares.
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You agree to provide the support services to customers, who may from time
to time beneficially own a Series' Administration Shares for a fee, which will
not exceed .10% (on an annual basis) of the average daily net asset value of a
Series' Administration Shares held by you for the benefit of customers. Such
support services may include the following: (i) answering customer inquiries
regarding account status and history, the manner in which purchases, exchanges
and redemptions of shares may be effected and certain other matters pertaining
to the customers' investments; and (ii) assisting customers in designating and
changing dividend options, account designations and addresses. You will provide
to customers a schedule of all fees that you may charge to them relating to the
investment of their assets in a Series Administration Shares.
1(b) Dollar Shares.
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You agree to provide the support services to customers who may from time to
time beneficially own a Series' Dollar Shares for a fee which will not exceed
.25% (on an annual basis) of the average daily net asset value of such Series'
Dollar Shares held by you for the benefit of customers. Such support
services may include the following: (i) the services listed above under Section
1(a) with respect to Administration Shares,(ii) aggregating and processing
purchase and redemption requests from customers and placing net purchase and
redemption orders with our distributor; (iii) providing customers with a service
that invests the assets of their accounts in shares pursuant to specific or pre-
authorized instructions; (iv) processing dividend payment from us on behalf of
customers; (v) providing information periodically to customers showing their
positions in a Series' shares; (vi) arranging for bank wires; (vii) responding
to customer inquires relating to the Series or the services performed by you;
(viii) providing sub-accounting with respect to a Series' shares beneficially
owned by customers or the information to us necessary for sub-accounting; (ix)
if required by law forwarding shareholder communications from us (such as
proxies, shareholder reports, annual and semi-annual financial statements and
dividend, distribution and tax notices) to customers; and (x) providing such
other similar services as we may reasonable request to the extent you are
permitted to do so under applicable statutes, rules or regulations. You will
provide to customers a schedule of all fees that you may charge to them relating
to the investment of their assets in a Series' Dollar Shares.
1 (c) Cash Reserve Shares.
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You agree to provide the support services to customers, who may from time
to time beneficially own a Series' Cash Reserve Shares, for a fee which will not
exceed .40% (on annual basis) of the average daily net asset value of such
Series' Cash Reserve Shares held by you for the benefit of customers. An initial
.10% (on an annual basis) of the average daily net asset value of such Shares
will be paid to you for providing services which may include: (i) answering
customer's inquiries regarding account status and history, the manner in which
purchases, exchanges and redemption of shares may be effected and certain other
matters pertaining to the customer's investments, (ii) assisting customers in
designating and changing dividend options, account designations and addresses.
Another .25% (on an annual basis) of the average daily net asset value of such
Shares will be paid to you for providing services ("Support Services") which may
include: (iii) aggregating and processing purchase and redemption requests from
customers and placing net purchase and redemption orders with our distributor;
(iv) providing customers with a service that invests the assets of their
accounts in shares pursuant to specific or pre-authorized instructions; (v)
processing dividend payment from us on behalf of customers; (vi) providing
information periodically to customers showing their positions in a Series' Cash
Reserve Shares; (vii) arranging for bank wires; (viii) responding to customer
inquires relating to the Series or the services performed by you; (ix) providing
sub-accounting with respect to a Series' shares beneficially owned by customers
or the information to us necessary for sub-accounting; (x) if required by law,
forwarding shareholder communications
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from us (such as proxies, shareholder reports, annual and semi-annual financial
statements and dividend, distribution and tax notices) to customers; and (xi)
providing such other similar services as we may reasonable request to the extent
you are permitted to do so under applicable statutes, rules or regulations.
Another .5% (on an annual basis) of the average daily net asset value of such
Shares will be paid to you for providing sweep services ("Sweep Services") which
may include: (xii) providing the necessary computer hardware and software which
links your DDA system to an account management system; (xiii) providing software
that aggregates the customers orders and establishes an order to purchase or
redeem shares of a Series based on established target levels for the customer's
demand deposit accounts; (xiv) providing periodic statements showing a
customer's account balance and, to the extent practicable, integrating such
information with other customer transactions otherwise effected through or with
you; and (xv) furnishing (either separately or an integrated basis with other
reports sent to a customer by you) monthly and year-end statements and
confirmations of purchases, exchanges and redemptions. You will provide to
customers a schedule of all fees that you may charge to them relating to the
investment of their assets in a Series' Cash Reserve Shares. Support Services
are not "service" for purposes of the limitation in the applicable rule of the
National Association of Securities Dealers, Inc.
1 (d) Cash Management Shares.
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You agree to provide the support services to customers, who may from time
to time beneficially own a Series' Cash Management Shares, for a fee which will
not exceed .50% (on annual basis) of the average daily net asset value of
Series' Cash Management Shares held by you for the benefit of customers. An
initial .10% (on an annual basis) of the average daily net asset value of such
Shares will be paid to service organizations for providing services which may
include: (i) answering customer's inquiries regarding account status and
history, the manner in which purchases, exchanges and redemption of shares may
be effected and certain other matters pertaining to the customer's investments,
(ii) assisting customer in designating and changing dividend options, account
designations and addresses. Another .25% (on an annual basis) of the average
daily net asset value of such Shares will be paid to service organizations for
providing services ("Support Services") which may include: (iii) aggregating and
processing purchase and redemption requests from customers and placing net
purchase and redemption orders with the distributor; (iv) providing customers
with a service that invests the assets of their accounts in shares pursuant to
specific or pre-authorized instructions; (v) processing dividend payment from
the particular series on behalf of customers; (vi) providing information
periodically to customers showing their positions in a Series' Cash Management
Shares; (vii) arranging for bank wires; (viii) responding to customer inquires
relating to the Series or the services
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performed by service organizations; (ix) providing sub-accounting with respect
to a Series' shares beneficially owned by customers or the information necessary
for sub-accounting; (x) if required by law, forwarding shareholder
communications from the particular series (such as proxies, shareholder reports,
annual and semi-annual financial statements and dividend, distribution and tax
notices) to customers; and (xi) providing such other similar services if
requested to the extent permitted to do so under applicable statutes, rules or
regulations. Another .5% (on an annual basis) of the average daily net asset
value of such Shares will be paid to service organizations for providing sweep
services ("Sweep Services") which may include: (xii) providing the necessary
computer hardware and software which links the service organization DDA system
to an account management system; (xiii) providing software that aggregates the
customers orders and establishes an order to purchase or redeem shares of a
Series based on established target levels for the customer's demand deposit
accounts; (xiv) providing periodic statements showing a customer's account
balance and, to the extent practicable, integrating such information with other
customer transactions otherwise effected through or with the service
organization; and (xv) furnishing (either separately or an integrated basis with
other reports sent to a customer by the service organization) monthly and year-
end statements and confirmations of purchases, exchanges and redemptions.
Another .10% (on an annual basis) of the average daily net asset value of such
Shares will be paid to service organizations for providing services which may
include: (xvi) marketing and activities, including direct mail promotions that
promote the sweep service, (xvii) expenditures for other similar marketing
support such as for telephone facilities and in-house telemarketing, (xviii)
distribution of literature promoting sweep services, (xix) travel, equipment,
printing, delivery and mailing costs overhead and other office expenses
attributable to the marketing of the sweep services. Support Services are not
"service" for purposes of the limitation in the applicable rule of the National
Association of Securities Dealers, Inc.
Section 2. You will provide such office space and equipment, telephone and
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personnel (which may be any part of the space, equipment and facilities
currently used in your business, or any personnel employed by you) as may be
reasonably necessary or beneficial in order to provide the aforementioned
services to customers.
Section 3. Neither you nor any of your officers, employees or agents are
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authorized to make any representations concerning us or a Series' shares except
those contained in our then current prospectus for such class of shares, copies
of which will be supplied by us to you, or in such supplemental literature or
advertising as may be authorized by us in writing.
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Section 4. For all purposes of this Agreement you will be deemed to be an
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independent contractor, and will have no authority to act as agent for us in any
matter or in any respect. By your written acceptance of this Agreement, you
agree to and do release, indemnify and hold us harmless from and against any and
all direct liabilities or losses resulting from requests, directions, actions or
inactions of or by you or your officers, employees or agents regarding your
responsibilities hereunder or the purchase, redemption, transfer or registration
of shares by or on behalf of customers. You and your employees will, upon
request, be available during normal business hours to consult with us or our
designees concerning the performance of your responsibilities under this
Agreement.
Section 5. In consideration of the services and facilities provided by you
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hereunder, we will pay to you, and you will accept as full payment, a fee as
described above. Such fee will be computed daily and payable monthly. The fee
rate payable to you may be prospectively increased or decreased by us, in our
sole discretion, at any time upon notice to you. Further, we may, in our
discretion and without notice, suspend or withdraw the sale of any class of
shares, including the sale of such shares to you for the account of any
customer(s).
Section 6. Any person authorized to direct the disposition of monies paid or
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payable by us pursuant to this Agreement will provide to the Board of Trustees,
and the Trustees will review, at least quarterly, a written report of the
amounts so expended and the purposes for which such expenditures were made. In
addition, you will furnish us or our designees with such information as we or
they may reasonably request (including, without limitation, periodic
certifications confirming the provision to customers of the services described
herein), and will otherwise cooperate with us and our designees (including,
without limitation, any auditors designated by us), in connection with the
preparation of reports to our Board of Trustees concerning this Agreement and
the monies paid or payable by us pursuant hereto, as well as any other reports
or filings that may be required by law.
Section 7. We may enter into other similar Servicing Agreements with any other
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person or persons without your consent.
Section 8. By your written acceptance of this Agreement, you represent, warrant
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and agree that (i) in no event will any of the services provided by you
hereunder be primarily intended to result in the sale of any shares issued by
us; and (ii) the compensation payable to you hereunder, together with any other
compensation you receive from customers for services contemplated by this
Agreement, will not be excessive or unreasonable under the laws and instruments
governing your relationships with customers.
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Section 9. This Agreement will become effective on the date a fully executed
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copy of this Agreement is received by us or our designee. Unless sooner
terminated, this Agreement will continue for a period of one year and thereafter
will continue automatically for successive annual periods. This Agreement is
terminable, without penalty, at any time by us or by you upon notice to us.
Section 10. All notices and other communications to either you or us will be
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duly given if mailed, telegraphed, telexed or transmitted by similar
telecommunications device to the appropriate address shown above.
Section 11. This Agreement will be construed in accordance with the laws of the
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State of Delaware and is non-assignable by the parties hereto.
Section 12. The names "Provident Institutional Funds" and "Trustees of
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Provident Institutional Funds" refer respectively to the trust created and the
Trustees, as trustees but not individually or personally, acting from time to
time under a Declaration of Trust dated October 21, 1998, which is hereby
referred to and a copy of which is on file at the principal office of the Trust.
The obligations of "Provident Institutional Funds" entered into in the name or
on behalf thereof by any of the Trustees, officers, representatives or agents
are made not individually, but in such capacities, and are not binding upon any
of the Trustees, Shareholders, officers, representatives or agents of the Trust
personally, but bind only the Trust Property (as defined in the Declaration of
Trust), and all persons dealing with any class of shares of the Trust must look
solely to the Trust Property allocated to such shares for the enforcement of any
claims against the Trust.
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If you agree to be legally bound by the provisions of this Agreement, please
sign a copy of this letter where indicated below and promptly return it to us,
PFPC Inc., c/o ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ at Bellevue Corporate Center, ▇▇▇ ▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇, W3-F400-01-3 ▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇.
Very truly yours,
Provident Institutional Funds
__________________________________
Authorized Officer
Date:_____________________________
Accepted and Agreed to:
By:_______________________________
Date:_____________________________
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APPENDIX A
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Please check the appropriate boxes to indicate both the Class of Shares and
the respective Fund(s) for which you wish to act as a Service Organization:
ADMINISTRATION SHARES = .10%
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[_] TempFund
[_] T-Fund
[_] MuniFund
[_] California Money Fund
DOLLAR SHARES = .25%
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[_] TempFund
[_] TempCash
[_] FedFund
[_] T-Fund
[_] Federal Trust Fund
[_] Treasury Trust Fund
[_] MuniFund
[_] MuniCash Fund
[_] California Money Fund
[_] New York Money Fund
CASH RESERVE SHARES = .40%
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[_] TempFund
[_] T-Fund
[_] MuniFund
[_] California Money Fund
CASH MANAGEMENT SHARES = .50%
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[_] TempFund
[_] T-Fund
[_] MuniFund
[_] California Money Fund
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