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EXHIBIT 8.(g)(3)(i)
RESTATED TRANSFER AGENCY AGREEMENT
This Agreement, dated this 1st day of March, 1991, between ASSET
MANAGEMENT FUND FOR FINANCIAL INSTITUTIONS, INC. (the "Fund"), a Maryland
corporation formerly known as Asset Management Fund for Savings Institutions,
Inc. and originally known as the Liquidity Fund for Thrifts, Inc. and PROVIDENT
FINANCIAL PROCESSING CORPORATION, a Delaware corporation ("PFPC"), which is an
indirect, wholly-owned subsidiary of PNC Financial Corp.;
WITNESSETH:
WHEREAS, PFPC and the Fund wish to restate, without any substantive
change, the Transfer Agency Agreement between them dated November 1, 1982 as
amended by a letter agreement relating to the Mortgage Securities Performance
Portfolio dated January 18, 1984 and further amended by a letter agreement
relating to the Corporate Bond Portfolio dated August, 1986; and
WHEREAS, the Fund is registered as an open-end, diversified,
management investment company under the Investment Company Act of 1940, as
amended ("xxx 0000 Xxx"); and
WHEREAS, the Fund is a series fund with four separate portfolios,
these being the Short-Term Liquidity Portfolio, the Intermediate-Term Liquidity
Portfolio, the Mortgage Securities Performance Portfolio, and the Corporate
Bond Portfolio; and PFPC has served as transfer agent, registrar and dividend
disbursing agent for each Portfolio since the inception of each, and the Fund
and PFPC intend that it continue to do so;
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NOW, THEREFORE, in consideration of the premises and mutual covenants
herein contained, it is agreed between the parties hereto as follows:
1. Appointment. The Fund hereby appoints PFPC to serve as
transfer agent, registrar and dividend disbursing agent for the Fund with
respect to the classes of shares of the Fund's Common Stock, $.001 par value
("Fund Shares"), known as the class of Short-Term Liquidity Portfolio Shares,
the class of Intermediate-Term Liquidity Portfolio Shares, the class of
Mortgage Securities Performance Portfolio Shares, and the class of Corporate
Bond Portfolio Shares for the period and on the terms set forth in this
Agreement. PFPC 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 Fund, at its option, may also appoint PFPC to serve as
transfer agent, registrar and dividend disbursing agent for the Fund hereunder
with respect to any other class of Fund Shares from time to time created, but
PFPC shall not be required to accept any such appointment. The Fund's class of
Short-Term Liquidity Portfolio Shares, the class of Intermediate-Term Liquidity
Portfolio Shares, the class of Mortgage Securities Performance Portfolio
Shares, and the class of Corporate Bond Portfolio Shares, together with any
other class or classes of Fund Shares with respect to which PFPC accepts an
appointment hereunder to serve as transfer agent, registrar and dividend
disbursing agent are hereinafter referred to collectively as "Classes" and
individually as a "Class."
2. Delivery of Documents. The Fund has furnished PFPC with
copies properly certified or authenticated of each of the following:
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(a) Resolutions of the Fund's Board of Directors
authorizing the appointment of PFPC as transfer agent, registrar and dividend
disbursing agent for each Class of the Fund and approving this Agreement;
(b) Incumbency and signature certificates identifying and
containing the signatures of the Fund's officers and/or other persons
authorized to sign Written Instructions, as hereinafter defined, on behalf of
the Fund;
(c) The Fund's Articles of Incorporation, filed with the
Department of Assessments and Taxation of the State of Maryland on July 30,
1982 and all amendments 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 Fund's By-Laws and all amendments thereto (such
By-Laws, as presently in effect and as they shall from time to time be amended,
are herein called "By-Laws");
(e) The Fund's Notification of Registration filed
pursuant to Section 8(a) of the 1940 Act on Form N-8A under the 1940 Act as
filed with the Securities and Exchange Commission ("SEC") on August 12, 1982;
(f) The Fund's Registration Statement on Form N-1 under
the Securities Act of 1933, as amended (the "1933 Act") (File No. 2-78808) and
under the 1940 Act as filed with the SEC on August 12, 1982, including all
exhibits thereto, relating to Fund Shares and all amendments thereto; and
(g) The Fund's most recent prospectus (such prospectus,
as presently in effect and all amendments and supplements thereto are herein
called the "Prospectus").
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The Fund will furnish PFPC 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 President, Treasurer and any Vice President
of the Fund and any other person, whether or not any such person is an officer
or employee of the Fund, duly authorized by the Board of Directors of the Fund
to give Oral and Written Instructions on behalf of the Fund and listed on the
Certificate annexed hereto as Appendix A or such other Certificate listing
persons duly authorized to give Oral and Written Instructions on behalf of the
Fund as may be received by PFPC from time to time.
(b) "Oral Instructions". As used in this Agreement, the
term "Oral Instructions" means verbal instructions actually received by PFPC
from an Authorized Person or from a person reasonably believed by PFPC to be an
Authorized Person. The Fund agrees to deliver to PFPC, at the time and in the
manner specified in Paragraph 4(b) of this Agreement, Written Instructions
confirming Oral Instructions.
(c) "Written Instruction". As used in this Agreement,
the term "Written Instructions" means written instructions delivered by mail,
tested telegram, cable, telex or facsimile sending device, and received by
PFPC, signed by two Authorized Persons.
4. Instructions Consistent with Charter, etc.
(a) Unless otherwise provided in this Agreement, PFPC
shall act only upon Oral or Written Instructions. Although PFPC may take
cognizance of the provisions of the Charter and By-Laws of the Fund, PFPC may
assume that any Oral or Written Instructions
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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 stockholders,
or of the Board of Directors, or of any committee thereof.
(b) PFPC shall be entitled to rely upon any Oral
Instructions and any Written Instructions actually received by PFPC pursuant to
this Agreement. The Fund agrees to forward to PFPC Written Instructions
confirming Oral Instructions in such manner that the Written Instructions are
received by PFPC by the close of business of the same day that such Oral
Instructions are given to PFPC. The Fund agrees that the fact that such
confirming Written Instructions are not received by PFPC shall in no way affect
the validity of the transactions or enforceability of the transactions
authorized by the Fund by giving Oral Instructions. The Fund agrees that PFPC
shall incur no liability to the Fund in acting upon Oral Instructions given to
PFPC hereunder concerning such transactions provided such instructions
reasonably appear to have been received from an Authorized Person.
5. Transactions Not Requiring Instructions. In the absence of
contrary Written Instructions, PFPC is authorized to take the following
actions:
(a) Issuance of Shares. Upon receipt of a purchase order
for the purchase of Fund Shares and sufficient information to enable PFPC to
establish a stockholder account, and after receipt of confirmation or crediting
of Federal Funds for the order from the Fund's Custodian, PFPC shall issue and
credit the account of the investor with Fund Shares in the manner described in
the Prospectus.
(b) Redemptions. Upon receipt of a redemption order,
PFPC shall redeem Fund Shares in the manner described in the Prospectus.
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6. Authorized Shares. The Fund's authorized capital stock
consists of Four Billion Five Hundred Million (4,500,000,000) shares of
Short-Term Liquidity Portfolio class Common Stock, and Five Hundred Million
(500,000,000) shares each of Intermediate-Term Liquidity Portfolio class Common
Stock, Mortgage Securities Performance Portfolio class Common Stock and
Corporate Bond Portfolio class Common Stock ($.001 par value per share). The
Fund certifies that by virtue of its Charter and the provisions of the law of
the state of its incorporation, Shares of its stock which are redeemed by the
Fund from their holders are restored to the status of authorized and unissued
Shares. PFPC shall record issues of all Shares and shall notify the Fund in
case any proposed issue of Shares by the Fund 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, PFPC
shall refuse to issue said Shares and shall not countersign and issue
certificates for such Shares. The Fund agrees to notify PFPC 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 Fund shall furnish PFPC with
appropriate evidence of action by the Fund's Board of Directors authorizing the
declaration in cash of dividends and distributions from "net income for
dividend purposes" as described in the then current Prospectus. After
deducting any amount required to be withheld by any applicable tax laws, rules
and regulations or other applicable laws, rules and regulations, PFPC shall, as
agent for each stockholder and in accordance with the provisions of the Fund's
Charter and then current Prospectus, invest dividends in full and fractional
Shares or, if so requested in proper form by a stockholder, pay dividends in
cash, in the manner described in the Prospectus.
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PFPC shall prepare, file with the Internal Revenue Service, and
address and mail to stockholders such returns and information relating to
dividends and distributions paid by the Fund 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 Fund, PFPC shall pay on a timely
basis to the appropriate Federal authorities any taxes required by applicable
Federal tax laws to be withheld on dividends and distributions paid by the
Fund.
8. Communications with Stockholders.
(a) Communications to Stockholders. PFPC will address
and mail all communications by the Fund to it stockholders, including reports
to stockholders, confirmations of purchases and sales of Fund Shares, monthly
statements reflecting Fund Shares held and dividends paid thereon, and proxy
material for its meetings of stockholders. PFPC will receive and tabulate the
proxy cards for the meetings of the Fund's stockholders.
(b) Correspondence. PFPC will answer such correspondence
from stockholders, securities brokers and others relating to its duties
hereunder and such other correspondence as may from time to time be mutually
agreed upon between PFPC and the Fund.
9. Records. PFPC shall keep records of the accounts for each
stockholder showing the following information:
(i) name, address and United States Tax Identification or
Social Security number;
(ii) number of Shares held and number of Shares for which
certificates, if any, have been issued, including certificate numbers
and denominations;
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(iii) historical information regarding the account of each
stockholder, including dividends and distributions paid and the date
and price for all transactions on a stockholder's account;
(iv) any stop or restraining order placed against a
stockholder's account;
(v) any correspondence relating to the current
maintenance of a stockholder's account;
(vi) information with respect to withholdings; and
(vii) any information required in order for PFPC to perform
any calculations contemplated or required by this Agreement.
The Books and records pertaining to the Fund which are in the
possession of PFPC shall be the property of the Fund. Such books and records
shall be prepared and maintained as required by the 1940 Act, as amended, and
other applicable securities laws and rules and regulations. The Fund, or the
Fund's authorized representatives, shall have access to such books and records
at all times during PFPC's normal business hours. Upon the reasonable request
of the fund, copies of any such books and records shall be provided by PFPC to
the Fund or the Fund's authorized representative at the Fund's expense.
10. Reports. PFPC shall furnish the Fund the following reports:
(a) state by state registration reports;
(b) such periodic and special reports as the Fund may
reasonably request; and
(c) such other information, including statistical
information concerning accounts as may be agreed upon from time to time between
the Fund and PFPC.
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11. Cooperation with Accountants. PFPC shall cooperate with the
Fund'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 unqualified opinion, including but not limited to the opinion included
in the Fund's annual report on Form N-SAR or any replacement therefor.
12. Confidentiality. PFPC agrees on behalf of itself and its
employees to treat confidentially all records and other information relative to
the Fund and its prior, present or potential stockholders, except, after prior
notification to and approval in writing by the Fund, which approval shall not
be unreasonably withheld and may not be withheld where PFPC may be exposed to
civil or criminal contempt proceedings for failure to comply, when requested to
divulge such information by duly constituted authorities, or when so requested
by the Fund.
13. Equipment Failures. In the event of equipment failures beyond
PFPC's control, PFPC shall, at no additional expense to the Fund, 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 PFPC. 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.
14. Right to Receive Advice.
(a) Advice of Fund. If PFPC shall be in doubt as to any
action to be taken or omitted by it, it may request, and shall receive, from
the Fund directions or advice, including Oral or Written Instructions where
appropriate.
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(b) Advice of Counsel. If PFPC shall be in doubt as to
any question of law involved in any action to be taken or omitted by PFPC, it
may request advice at its own cost from counsel of its own choosing (who may be
counsel for the investment adviser to the Fund, for the Fund or for PFPC, at
the option of PFPC).
(c) Conflicting Advice. In case of conflict between
directions, advice or Oral or Written Instructions received by PFPC pursuant to
subparagraph (a) of this paragraph and advice received by PFPC pursuant to
subparagraph (b) of this paragraph, PFPC shall incur no monetary liability if
it follows the advice received pursuant to the letter provision alone.
(d) Protection of PFPC. PFPC 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 PFPC, 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 PFPC 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 PFPC's properly taking or omitting
to take such action. Nothing in this subsection shall excuse PFPC when an
action or omission on the part of PFPC constitutes willful misfeasance, bad
faith, gross negligence or reckless disregard by PFPC of its duties under this
Agreement.
15. Compliance with Governmental Rules and Regulations. The Fund
assumes full responsibility for ensuring that the contents of each Prospectus
of the Fund complies with all
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applicable requirements of the 1933 Act, the 1940 Act, and any laws, rules and
regulations of governmental authorities having jurisdiction.
16. Compensation. As compensation for the services rendered under
this Agreement by PFPC during the term of this Agreement, the Fund will pay to
PFPC monthly, fees equal to $15 per account of each Class of the Fund per year,
prorated in the case of accounts maintained for only a portion of a full year,
plus PFPC's out-of-pocket expenses relating to such services, including, but
not limited to, expenses of postage, telephone, TWX rental and line charges,
communications forms and stockholder consultation expenses.
17. Indemnification. The Fund agrees to indemnify and hold
harmless PFPC and its nominees from all taxes, charges, expenses, assessments,
claims and liabilities (including, without limitation, liabilities arising
under the 1933 Act, the Securities Exchange Act of 1934, 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
PFPC 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 Fund or (ii) upon Oral or
Written Instructions, provided, that PFPC shall not be indemnified against any
liability to the Fund or to its stockholders (or any expenses incident to such
liability) arising out of (A) PFPC's own willful misfeasance, bad faith, gross
negligence or reckless disregard of its duties under this Agreement or (B)
PFPC's negligent failure to perform its duties under this Agreement.
18. Responsibility of PFPC. PFPC shall be under no duty to take
any action on behalf of the Fund except as specifically set forth herein or as
may be specifically agreed to by
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PFPC in writing. In the performance of its duties hereunder, PFPC shall be
obligated to exercise care and diligence and to act in good faith and to use
its best efforts within reasonable limits to ensure the accuracy of all
services performed under this Agreement. PFPC 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 expressly set forth in
this Agreement, PFPC shall not be liable for any act or omission which does not
constitute willful misfeasance, bad faith or gross negligence on the part of
PFPC or reckless disregard of such duties, obligations and responsibilities.
Without limiting the generality of the foregoing or of any other provision of
this Agreement, PFPC 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 PFPC
reasonably believes to be genuine, or (b) delays or errors or loss of data
occurring by reason of circumstances beyond PFPC'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 with
respect to each Class of the Fund until termination by PFPC or the Fund on 60
days' written notice.
20. 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
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addressed (a) if to PFPC at PFPC's address, 000 Xxxxxxxx Xxxxxxx, Xxxxxxxxxx,
Xxxxxxxx 00000; (b) if to the Fund, at the address of the Fund; 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 given three days after it is
sent, or if sent by confirming telegram, cable, telex or facsimile sending
device, it shall be deemed to have been given 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 care it shall be deemed to have been given two days
after it is sent, or if sent by messenger, it shall be deemed to have been
given on the day it is delivered, or if sent by confirming telegram, cable,
telex or facsimile sending device, it shall be deemed to have been given
immediately. All postage, cable, telegram, telex and facsimile sending device
charges arising from the sending of a Notice hereunder shall be paid by the
sender.
21. Further Actions. Each party agrees to perform such further
acts and execute such further documents as are necessary to effectuate the
purposes hereof.
22. Amendments. This Agreement or any part hereof may be changed
or waived only by an instrument in writing signed by the party against which
enforcement of such change or waiver is sought.
23. Assignment. This Agreement and the performance hereunder may
not be assigned by Provident without the Fund's consent, except that it may be
so assigned to an affiliate or
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wholly-owned subsidiary of it, Provident National Corporation or PNC Financial
Corp upon at least thirty (30) days prior written notice.
24. 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. 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 this Agreement to
be executed by their officers designated below on the day and year first above
written.
(SEAL) ASSET MANAGEMENT FUND FOR
FINANCIAL INSTITUTIONS, INC.
Attest:/s/ By:/s/
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Title:
(SEAL) PROVIDENT FINANCIAL PROCESSING
CORPORATION
Attest:/s/ By:/s/
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Secretary Title:
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