Exhibit (h)(1)
PROVIDENT INSTITUTIONAL FUNDS
ADMINISTRATION AGREEMENT
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AGREEMENT dated as of February 10, 1999 between PROVIDENT
INSTITUTIONAL FUNDS, a Delaware business trust (the "Company"), BLACKROCK
INSTITUTIONAL MANAGEMENT CORPORATION, a Delaware corporation ("BIMC"), and PFPC
INC., a Delaware corporation ("PFPC") (BIMC and PFPC are hereinafter
collectively referred to as the "Administrators").
WHEREAS, the Company is registered as an open-end, management
investment company under the Investment Company Act of 1940, as amended (the
"1940 Act"); and
WHEREAS, the Company desires to separately retain the Administrators
to provide certain administration services as set forth herein and to retain
PFPC to provide certain accounting services as set forth herein for each class
of units of beneficial interest ("shares") in each of the Company's investment
portfolios (individually, a "Fund," and collectively, the "Funds") as listed on
Appendix A hereto (as such Appendix may, from time to time, be supplemented (or
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amended)), and the Administrators are willing to furnish such administration
services, and PFPC is willing to furnish such accounting services;
NOW, THEREFORE, in consideration of the premises and mutual covenants
herein contained and intending to be legally bound, it is agreed between the
parties hereto as follows:
1. Appointment of Administrators. The Company hereby appoints BIMC
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to provide the administration services as specified below that have been
designated to it, PFPC to provide the administration services as specified below
that have been designated to it, and PFPC to provide accounting services as
specified below that have been designated to it, on the terms and for the period
set forth in this Agreement. Each of BIMC and PFPC accepts such respective
appointments and agrees to perform the services and duties set forth in Section
5 below that have been designated to it in return for the compensation provided
in Section 7 below.
In the event that the Company establishes an additional class of shares or
investment portfolio other than the classes and investment portfolios listed on
Appendix A with respect to which it desires to retain BIMC and PFPC to provide
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the respective administration services specified below and PFPC to provide the
accounting services specified below, the Company shall notify BIMC and PFPC,
whereupon with the consent of BIMC and PFPC such Appendix A shall be
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supplemented (or amended) and such class or portfolio shall be subject to the
provisions of this Agreement to the same extent as the classes and investment
portfolios currently listed on Appendix A (except to the extent that said
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provisions, including the compensation payable on behalf of such new class or
investment portfolio, may be modified in writing by the Company and
Administrators at the time).
2. Delivery of Documents. The Company has furnished each of the
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Administrators with copies, properly certified or authenticated, of each of the
following documents and will deliver to each of them all future amendments and
supplements, if any:
a. The Company's Declaration of Trust dated October 21, 1998, as
amended (the "Charter");
b. The Company's Bylaws, as amended (the "Code");
c. Resolutions of the Company's Board of Trustees authorizing the
execution and delivery of this Agreement;
d. The Company's Registration Statement and its most recent amendment
to its Registration Statement under the Securities Act of 1933, as amended, and
under the 1940 Act on Form N- 1A as filed with the Securities and Exchange
Commission (the "Commission") relating to its Funds (the Registration Statement,
as presently in effect and as amended or supplemented from time to time, is
herein called the "Registration Statement");
e. The Company's most recent Prospectuses and Statement of Additional
Information and all amendments and supplements thereto (such Prospectuses and
Statement of Additional Information and supplements thereto, as presently in
effect and as from time to time amended and supplemented, are herein called the
"Prospectuses");
f. The Company's shareholder service and distribution plans relating
to the respective classes of shares of the Company's investment portfolios and
any amended or successor plans (each a "Plan"); and
g. The Investment Advisory Agreement relating to the Funds.
3. Instructions. Each Administrator shall be entitled to rely upon
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any Oral Instruction or Written Instruction it receives from an Authorized
Person (or a person reasonably believed by the Administrator to be an Authorized
Person). For purposes of this Agreement: (1) "Authorized Persons" shall be any
officer of the Company and any other person duly authorized by the Company to
provide instructions on behalf of the Company; (2) "Oral Instructions" mean oral
instructions received by the Administrator to whom the instruction is addressed
from an Authorized Person or a person reasonably believed by such Administrator
to be an Authorized Person; and (3) "Written Instructions" mean written
instructions received by the Administrator to whom the instruction is addressed
and signed by an Authorized Person or a person reasonably believed by such
Administrator to be an Authorized Person. The Administrators shall be entitled
to assume that any Oral Instruction or Written Instruction they receive is not
in any way inconsistent with the provisions of the Company's organizational
documents or this Agreement or any vote, resolution or proceeding of the
Company's Board of Trustees or its shareholders.
4. Right to Receive Advice. If an Administrator is in doubt as to any
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action it should or should not take, it may request directions or advice,
including Oral Instructions or Written Instructions, from the Company. If an
Administrator shall be in doubt as to any question
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of law pertaining to any action it should or should not take, it may request
advice at its own cost from such counsel of its own choosing (who may be counsel
for the Company, the Company's investment adviser or the Administrator, at the
option of the Administrator). In the event of a conflict between directions,
advice or Oral Instructions or Written Instructions an Administrator receives
from the Company and the advice it receives from counsel, the Administrator may
rely upon and follow the advice of counsel. Each Administrator shall be
protected in any action it takes or does not take in reliance upon directions,
advice or Oral Instructions or Written Instructions it receives from the Company
or from counsel and which the Administrator believes, in good faith, to be
consistent with those directions, advice or Oral Instructions or Written
Instructions. Nothing in this Section shall be construed so as to impose an
obligation upon an Administrator (i) to seek such directions, advice or Oral
Instructions or Written Instructions or (ii) to act in accordance with such
directions, advice or Oral Instructions or Written Instructions.
5. Services and Duties. BIMC will perform the services set forth
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below that are designated to it, and PFPC will perform the services set forth
below that are designated to it. Each Administrator will be responsible only for
the services it has agreed to provide herein, and not for the services provided
by the other Administrator or any other services.
a. Subject to the supervision and control of the Company's Board of
Trustees, BIMC shall assist in supervising all aspects of the Funds' operations,
other than (i) those investment advisory functions which are to be performed by
the Company's investment adviser pursuant to the Company's Investment Advisory
Agreement, as amended from time to time, (ii) those advisory and other services
to be performed by any sub-adviser pursuant to the Company's Sub-Advisory
Agreements, as amended from time to time, (iii) those services to be performed
by the custodian pursuant to the Company's Custodian Agreement, as amended from
time to time, (iv) those services to be performed by the distributor pursuant to
the Company's Distribution Agreement, as amended from time to time, (v) those
services to be performed by the transfer agent pursuant to the Company's
Transfer Agency Agreement, as amended from time to time, and (vi) those services
provided under the Plans.
b. Without limiting the generality of Section 5.a, BIMC shall
provide the following services to the Funds (or to individual share classes as
indicated below):
(1) The oversight and coordination of the performance of each of
the service providers to the Company, including without limitation,
its investment advisers, sub-advisers (if any), other administrators
and sub-administrators (if any), transfer agent, custodian,
distributor, shareholder servicing agents, legal counsel and
independent auditors;
(2) Acting as liaison between the Company's Board of Trustees and
its service providers;
(3) Assisting in the preparation of materials for meetings of the
Company's Board of Trustees and shareholders;
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(4) Providing general ongoing business management and support
services in connection with the Company's operations;
(5) After consultation with the distributor and counsel for the
Company, determining the jurisdictions in which the Funds' shares
shall be registered or qualified for sale;
(6) Assisting in monitoring of regulatory and legislative
developments which may affect the Funds; assisting in counseling the
Funds with respect to regulatory examinations or investigations; and
working with the Company's counsel in connection with regulatory
matters or litigation;
(7) Participating to the extent reasonably requested by the
Company and its counsel in the periodic updating of the Company's
Registration Statement;
(8) Compiling data and accumulating information for and
coordinating with the Company's Treasurer or Assistant Treasurer the
preparation of reports to shareholders of record and the Commission
(other than those reports required to be prepared and filed by PFPC
hereunder);
(9) Filing with the Commission and other federal and state
agencies, subject to the approval of the Company's Treasurer or
Assistant Treasurer, reports and documents other than those reports
and documents required to be filed by PFPC hereunder and those reports
and documents required to be filed by the Company's custodian or
transfer agent;
(10) Monitoring, and assisting in developing, compliance
procedures for each of the Funds, which will include without
limitation, procedures to monitor compliance with each Fund's
investment objective, policies and limitations, tax matters, and
applicable laws and regulations;
(11) Monitoring the Fund's expenses;
(12) With respect to all share classes of each Fund, providing
information and distributing written communications concerning the
particular class of shares to their shareholders of record; handling
shareholder problems and calls;
(13) With respect to certain share classes of each Fund,
supervising the services of individuals ("shareholder
representatives") whose principal responsibility and function shall be
to preserve and strengthen the Company's relationships with the
shareholders of such class;
(14) With respect to certain share classes of each Fund,
monitoring the Company's arrangements with respect to services
provided by certain institutional shareholders ("Service
Organizations") under the Plans, including monitoring and reviewing
the services rendered by Service Organizations to their customers who
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beneficially own shares of such class, pursuant to agreements between
the Company and such Service Organizations ("Servicing Agreements");
reviewing the qualifications of Service Organizations wishing to enter
into Servicing Agreements with the Company; assisting in the execution
and delivery of Servicing Agreements; monitoring the operations of the
Plans; monitoring the activities of the Company's transfer agent
relating to the calculation of front-end sales charges (if applicable)
and contingent deferred sales charges (if applicable) payable in
connection with the purchase and redemption of shares, and the payment
of all such sales charges to the Company's distributor or others
(subject to the applicable limitations of the National Association of
Securities Dealers, Inc. on asset-based sales charges); reporting to
the Company's Board of Trustees with respect to the amounts paid or
payable by the Company from time to time under the Plans and the
nature of the services provided by Service Organizations; and
maintaining appropriate records in connection with such duties;
(15) With respect to certain share classes of each Fund,
monitoring the Company's arrangements with respect to institutional
investors and financial intermediaries ("Participating Institutions")
purchasing shares on behalf of their customers and program
participants, including monitoring and reviewing services rendered by
Participating Institutions to their customers; providing and
supporting customized purchase and redemption procedures; providing
specialized performance reporting as required by Participating
Institutions; and monitoring the percentage investment by
Participating Institutions which are investment companies for purposes
of compliance with 1940 Act limitations;
(16) With respect to certain share classes of each Fund,
maintaining the Company's relationships with third-party industry data
services, such as NASDAQ and Lipper Analytical Services, Inc. and
reporting to such services with respect to ticker symbols, performance
information and other information regarding the Funds, as appropriate;
(17) With respect to certain share classes of each Fund,
monitoring the investor programs that are offered from time to time in
connection with such class of shares;
(18) With respect to all share classes of each Fund, providing
oversight and related support services that are intended to ensure the
delivery of quality service to the shareholders of such class;
(19) Administering all activities concerning the installation,
maintenance, monitoring and inventory control of software developed
and maintained by BIMC and used by certain shareholders of the Company
to facilitate shareholder access to the Company and related
shareholder services (herein called the "Computer Access Program").
BIMC shall provide the Trustees of the Company with such reports,
statistics and other information as they may from time to time
reasonably request in order to evaluate the Computer Access
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Program administered by BIMC pursuant to this Section 5(b)(19) and
BIMC's determination as to the costs that are reimbursable by each of
the Funds;
(20) With respect to all share classes of each Fund, providing
such other similar services set forth in items 12 to 19 above as the
Company may reasonably request; and
(21) With respect to certain share classes of each Fund,
providing personnel and supervising a facility in Wilmington, Delaware
(or in such other location as the Company shall reasonably request) to
receive purchase and redemption orders via the Company's toll-free in-
WATS telephone lines and transmitting such requests to the Company's
transfer agent as promptly as practicable.
c. Without limiting the generality of Section 5.a, PFPC shall provide
the following services to the Funds (or to individual share classes as indicated
below):
(1) Maintaining required financial accounts, records, journals,
ledgers and schedules for each Fund (other than those maintained or
required to be maintained by the Company's custodian or transfer agent),
and installing and maintaining a system of internal accounting controls
appropriate for entities of the size and complexity of each Fund;
(2) Participating to the "extent reasonably requested by the
Company and its counsel in the periodic updating of the Company's
Registration Statement;
(3) With assistance of Company counsel, preparing and filing the
Company's Annual and Semi-Annual Reports on Form N-SAR;
(4) Preparing and filing with the Commission the Funds' annual and
semi-annual shareholder reports;
(5) Preparing for execution and filing the Company's Form 24F-2;
(6) Preparing for execution and filing the Company's federal and
state tax returns;
(7) Maintaining the registration or qualification of shares for
sale under the securities laws of such states as PFPC shall be initially
instructed by the Company and preparing compliance filings pursuant to the
securities laws of such states. Payment of applicable fees shall be made by
the Company or Fund involved;
(8) Preparing and filing name change applications pursuant to the
securities laws of various states, as instructed by the Company. Payment of
applicable fees shall be made by the Company or Fund involved;
(9) Providing reports, financial statements and other statistical
data as reasonably requested from time to time by the Company;
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(10) Assisting in the preparation of materials for meetings of
the Company's Board of Trustees and shareholders;
(11) Monitoring each Fund's status as a regulated investment
company under Subchapter M of the Internal Revenue Code of 1986 (as
amended);
(12) Verifying investment buy/sell trade tickets when received from
a Fund's investment adviser (the "Adviser") and transmitting trades to the
Fund's custodian (the "Custodian") for settlement;
(13) Reconciling cash and investment balances of a Fund with the
Custodian, and providing the Adviser with the beginning cash balance
available for investment purposes;
(14) Calculating various contractual expenses (e.g., advisory
fees);
(15) Upon receipt of necessary information from the Company,
assisting in the monitoring and budgeting of expense accruals;
(16) Obtaining security market quotes from independent sources
approved by the Adviser, or if such quotes are unavailable, then obtaining
such prices from the Adviser, in connection with valuing a Fund's assets;
(17) Computing each Fund's net asset value, net income and net
capital gain (loss) in accordance with the Fund's Prospectus and the
resolutions of the Company's Board of Trustees;
(18) Providing periodic reports to the Company regarding
"investment company taxable income" and "net capital gain" distributions in
connection with certain tax-related distribution requirements applicable to
the Company;
(19) Together with the Company's Treasurer or Assistant Treasurer,
acting as liaison with the Company's independent public accountants, and
providing account analyses, fiscal year summaries and other audit related
schedules. PFPC 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 reasonably required by the Company from time to time;
(20) With respect to all share classes of each Fund, providing for
the preparation, supervision and mailing of confirmations for all purchase
and redemption orders to shareholders of record;
(21) With respect to all share classes of each Fund, providing and
supervising the operation of an automated data processing system to process
purchase and redemption orders (PFPC assumes responsibility in accordance
with the standard of care provided for herein for the accuracy of the data
transmitted for processing or storage, provided such data is received by
PFPC in good form and in a format acceptable to it);
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(22) With respect to all share classes of each Fund, maintaining a
procedure external to the transfer agent's system to reconstruct lost
purchase and redemption data;
(23) With respect to certain share classes of each Fund,
calculating the amount of fees payable with respect to the applicable Plan
on a daily basis and upon instruction from the Company remitting such fees
pursuant to such Plan; and
(24) With respect to various share classes of each Fund,
calculating and reporting to third party industry data services (e.g.,
NASDAQ, Lipper Analytical Services, Inc.) certain performance and other
information.
d. Without limiting any other provision of this Section 5, each of the
Administrators separately agrees to provide the following services (and
neither Administrator shall be responsible for the provision of such
services by the other Administrator):
(1) In compliance with the requirements of Rule 31a-3 under the
1940 Act, each Administrator 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. Copies of any such records maintained by an
Administrator will be provided by such Administrator to the Company at
the Company's expense. Each Administrator further agrees to preserve
for the periods prescribed by Rule 31a-2 under the 1940 Act the
records required to be maintained by Rule 31a- 1 under said Act that
relate to the services it provides hereunder.
(2) With respect only to the services designated to it hereunder,
(i) in the event of equipment failures beyond PFPC's control, PFPC
shall, at no additional expense to the Company, take reasonable steps
to minimize service interruptions but shall have no liability with
respect thereto and (ii) PFPC 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.
(3) In performing their respective services and duties hereunder,
each of the Administrators will act in conformity with the Charter,
Code, Prospectuses and resolutions and other instructions of the
Company's Board of Trustees and will comply with the requirements of
the 1940 Act and other applicable federal or state law, but neither
Administrator shall be responsible for compliance by the Company or
the other Administrator with any of the foregoing items.
6. Expenses Assumed as Administrators. Each Administrator will bear
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all expenses incurred by it in performing the services and duties designated to
it under this Agreement, except as otherwise expressly provided herein. Other
expenses to be incurred in the operation of the Funds, including taxes,
interest, brokerage fees and commissions, if any, salaries and fees of officers
and trustees who are not officers, directors, shareholders or employees of the
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Administrators, or the Company's investment adviser or the distributor for the
Funds, Commission fees and state Blue Sky fees, advisory and administration
fees, charges of custodians, transfer and dividend disbursing agents' fees,
certain insurance premiums, outside auditing and legal expenses, costs of
outside pricing services, costs of maintaining corporate existence, typesetting
and printing of prospectuses for regulatory purposes and for distribution to
current shareholders of the Funds, costs of shareholders' reports and corporate
meetings and any extraordinary expenses, will be borne by the Company, provided,
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however, that the Company will not bear, directly or indirectly, the cost of any
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activity which is primarily intended to result in the sale of shares of the
Funds otherwise than pursuant to any applicable distribution plan adopted by the
Company.
7. Compensation.
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a. For the services provided pursuant to Section 5 above and the
related expenses assumed with respect to those services, the Company, on behalf
of each Fund, will pay to BIMC and PFPC an aggregate fee, computed daily and
payable monthly, as agreed to between the Administrators and the Company from
time to time, together with reasonable out-of-pocket expenses. The fee
attributable to each Fund shall be the several (and not joint or joint and
several) obligation of each such Fund.
b. The Company will also reimburse BIMC monthly for their reasonable
out-of-pocket expenses incurred in administering the Computer Access Program
pursuant to the provisions of Section 5(b)(19) above, provided that BIMC will
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not be reimbursed for any costs: (i) which exceed the current budget for the
Computer Access Program approved by the Company's Board of Trustees; (ii) which
directly or indirectly finance any activity primarily intended to result in the
sale of shares; or (iii) which BIMC has not reasonably determined are in the
best interests of the Company and its shareholders.
c. The administration fees set forth above shall be allocated between
the Administrators as agreed to by BIMC and PFPC from time to time. For the
purpose of determining fees payable to the Administrators under this Agreement,
the value of net assets shall be computed as required by the Funds'
Prospectuses, generally accepted accounting principles and resolutions of the
Company's Board of Trustes.
d. Each Administrator will from time to time employ or associate with
itself such person or persons as it may believe to be fit to assist it in the
performance of this Agreement. Such person or persons may be officers and
employees who are employed by both the Company and the applicable Administrator.
The compensation of such person or persons shall be paid by the Administrator
utilizing the services of such person, and no obligation shall be incurred on
behalf of the Company in such respect.
8. Sub-Contracting. BIMC and PFPC are hereby separately authorized to
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retain third parties and are hereby separately authorized to delegate some or
all of their respective duties and obligations hereunder to such person or
persons, provided that BIMC or PFPC, as the case may be, shall remain
responsible for the performance of such duties and obligations to the extent
provided for under this Agreement. The compensation of such person or persons
shall be
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paid by BIMC or PFPC, as applicable, and no obligation shall be incurred on
behalf of the Company in such respect.
9. Proprietary and Confidential Information. Each Administrator
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agrees on behalf of itself and its employees to treat confidentially and as
proprietary information of the Company all records and other information
relative to the Company and the Funds and the Company's prior, present or
imminently potential shareholders, and not to use such records and information
for any purpose other than performance of its responsibilities and duties
hereunder, except after prior notification to and approval in writing by the
Company. Such approval shall not be unreasonably withheld. The Company agrees
that such approval shall hereby be deemed to be given where an Administrator may
be exposed to civil or criminal contempt proceedings or when an Administrator is
required to divulge such information or records to duly constituted authorities
(including quasi-regulatory authorities) or independent auditors or when so
requested by the Company.
10. Limitations of Liability. Each Administrator shall exercise care
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and diligence in rendering its services listed in Section 5 above. Neither
Administrator shall be liable for any error of judgment or mistake of law or for
any loss suffered by the Company in connection with the matters to which this
Agreement relates, except 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 and duties under this Agreement. Any
person, even though also an officer, director, employee or agent of a particular
Administrator, who may be or become an officer, employee or agent of the
Company, shall be deemed, when rendering services to the Company or acting on
any business of the Company (other than services or business in connection with
such Administrator's duties hereunder) to be rendering such services to or
acting solely for the Company and not as an officer, director, employee or agent
or one under the control or direction of such Administrator even though paid by
it.
Neither Administrator will be responsible for losses beyond its
control. Notwithstanding anything in this Agreement to the contrary, neither
Administrator (nor its affiliates) shall be liable for any consequential,
special or indirect losses or damages, regardless of whether the likelihood of
such losses or damages was known by the Administrator.
11. Duration and Termination.
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This Agreement shall become effective as of the date first written
above and, unless sooner terminated as provided herein, shall continue until
March 31, 2000. Thereafter, if not terminated, this Agreement shall continue
automatically for successive terms of one year, provided that such continuance
is specifically approved at least annually (a) by a vote of a majority of those
members of the Company's Board of Trustees who are not parties to this Agreement
or "interested persons" of such party, cast in person at a meeting called for
the purpose of voting on such approval, and (b) by the Company's Board of
Trustees or by vote of a "majority of the outstanding voting securities" of the
Company; provided, however, that this Agreement may be terminated by the Company
at any time, without the payment of any penalty, by vote of a majority of the
entire Board of Trustees or a vote of a "majority of the outstanding voting
securities" of the Company, on sixty (60) days' written notice to the
Administrators, or by the Administrators at any time, without the payment of any
penalty, on ninety (90) days' written
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notice to the Company. (As used in this Agreement, the terms "majority of the
outstanding voting securities" and "interested person" shall have the same
meaning as such terms have in the 1940 Act.)
12. Amendment of this Agreement. No provision of this Agreement may be
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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.
13. Notices. Notices of any kind to be given to the Company hereunder
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by the Administrators shall be in writing and shall be duly given if mailed or
delivered to the Company at 000 Xxxxxxxx Xxxxxxx, Xxxxxxxxxx, Xxxxxxxx 00000,
Attention: Xxxxxx X. Xxxxxxx, President with a copy to Drinker Xxxxxx & Xxxxx
LLP, One Xxxxx Square, 00/xx/ xxx Xxxxxx Xxxxxxx, Xxxxxxxxxxxx, Xxxxxxxxxxxx
00000-0000, Attention: W. Xxxxx XxXxxxxx, III, Secretary, or at such other
address or to such other individual as shall be so specified by the Company to
the Administrators. Notices of any kind to be given to the Administrators
hereunder by the Company shall be in writing and shall be duly given if mailed
or delivered to: BlackRock Institutional Management Corporation, c/o Xxxxxx
Xxxxxxxx, Esq., BlackRock Advisors, Inc., 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx
00000 with a copy to Xxxxx X. Xxxxxx, 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000;
and PFPC Inc., 000 Xxxxxxxx Xxxxxxx, Xxxxxxxxxx, Xxxxxxxx 00000, Attention:
Xxxxxxx X. Xxxxxxxxxx with a copy to 000 Xxxxxxxx Xxxxxxx, Xxxxxxxxxx, Xxxxxxxx
00000, Attention: Xxxx X. Xxxxxxx, Esq., or at such other address or to such
other individual as shall be so specified by an Administrator to the Company.
14. Miscellaneous.
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a. 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. This Agreement shall be deemed to be a
contract made in Delaware and governed by Delaware law, without regard to
principles of conflicts of law.
b. The names "Provident Institutional Funds" and "Trustees of
Provident Institutional Funds" refer specifically 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
Company. The obligations of "Provident Institutional Funds" entered into in the
name or on behalf thereof by any of the Trustees or officers of the Company are
not made individually, but in such capacities, and are not binding upon any of
the Trustees, shareholders, or officers of the Company personally, but bind only
the Company property, and all persons dealing with any Fund or class of shares
of the Company must look solely to the Company property belonging to such Fund
or class for the enforcement of any claims against the Company.
15. Counterparts. This Agreement may be executed in counterparts, all
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of which together shall constitute one and the same instrument.
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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 INSTITUTIONAL FUNDS
By: /s/ Xxxxxx X. Xxxxxxx
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BLACKROCK INSTITUTIONAL
MANAGEMENT CORPORATION
By:
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PFPC INC.
By:
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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 INSTITUTIONAL FUNDS
By:
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BLACKROCK INSTITUTIONAL
MANAGEMENT CORPORATION
By: /s/ Xxxxx X. Xxxxxx
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Xxxxx X. Xxxxxx
Managing Director
PFPC INC.
By:
-----------------------
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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 INSTITUTIONAL FUNDS
By:
--------------------------
BLACKROCK INSTITUTIONAL
MANAGEMENT CORPORATION
By:
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PFPC INC.
By:/s/ Xxxxxxx X. Xxxx
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APPENDIX A
to the
Administration Agreement
Between Provident Institutional Funds,
BlackRock Institutional Management Corporation and PFPC Inc.
TempFund (all classes)
TempCash (all classes)
FedFund (all classes)
T-Fund (all classes)
Federal Trust Fund (all classes)
Treasury Trust Fund (all classes)
MuniFund (all classes)
MuniCash (all classes)
California Money Fund (all classes)
New York Money Fund (all classes)
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