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EXHIBIT (9)(c)
TRANSFER AGENCY AGREEMENT
THIS AGREEMENT is made as of the 1st day of June, 1989 between
TRUST FOR FEDERAL SECURITIES, a Pennsylvania business trust (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");
WHEREAS, the Company currently offers shares of series
representing interests in six separate investment portfolios, known as FedFund,
T-Fund, Treasury Trust Fund, Short Government Fund, Intermediate Government
Fund and Long Government Fund (each a "Fund"), and classes of shares in each
such Fund;
WHEREAS, the Transfer Agent has served as the Company's
transfer agent, registrar and dividend disbursing agent as delegatee 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, 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, no par value
("Shares") for a 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 and 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 and in such
reports, confirmations and notices to the Company called for under this
Agreement shall identify the Fund or class to which such report, confirmation
or notice pertains. In the event that the Company establishes 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
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Fund or class to the Transfer Agent will be agreed to in writing at the time,
pursuant to Paragraph 16 hereof.
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
Trustees 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 Amended and Restated
Declaration of Trust established on February 28, 1980, as amended June 20,
1980, March 2, 1987 and all further amendments thereto (such Declaration of
Trust, as presently in effect and as it shall from time to time be amended, is
herein called the "Declaration");
(d) The Company's Code of Regulations ("By-Laws")
compiled as of December 1, 1982 and amended January 28, 1988 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");
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(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;
(f) The Advisory Agreement between Provident
Institutional Management Corporation (the "Advisor") and the Company dated as
of March 11, 1987 with all addenda (such Advisory Agreement as presently in
effect and with any existing and 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 with all
addenda (such Sub-Advisory Agreement as presently in effect and with any
existing and 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 with all addenda (such
Administration Agreement as presently in effect and with any existing or future
addenda is herein called the "Administration Agreement");
(j) The Distribution Agreement between the
Company and Shearson Xxxxxx Xxxxxx Inc. ("Shearson") dated September 7, 1988
relating to a Fund of the Company (the "Distribution Agreement");
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(k) The Company's most recent Post-Effective
Amendment to its Registration Statement on Form N-1A under the Securities Act
of 1933, as amended (the "1933 Act") (File No. 2-53808) and under the 1940 Act
as filed with the SEC on August 30, 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 and 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 and Treasurer of
the Company and any other person, whether or not any such person is an officer
or employee of the Company, duly authorized by the Board of Trustees 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.
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(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 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 Declaration, 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 Declaration 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 Declaration or By-Laws or any vote, resolution or proceeding
of the Shareholders, or of the Board of Trustees, 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
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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
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.
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(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 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 Commonwealth of Pennsylvania relating to the transfer of Shares.
(c) Certificates. If at any time the Company
issues certificates representing Shares, the following provisions will apply:
(i) The Company will supply the
Transfer Agent with a sufficient supply of certificates representing
Shares, in the form approved from time to time by the Board of
Trustees of the Company, and, from time to time, shall replenish such
supply upon request of the Transfer Agent. Such 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 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
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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 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
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 Commonwealth of Pennsylvania relating to the transfer of
Shares.
(iv) Upon receipt of the
certificates, which shall be in proper form for transfer, together
with the Shareholder's instructions to hold such 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.
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(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.
(d) Redemption of Shares. Upon receipt of a
redemption order from Shearson, 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 an unlimited number of Shares. The Company agrees to notify
the Transfer Agent promptly of any termination of the Company's declaration
under Rule 24f-2 of the 1940 Act.
7. Dividends and Distributions. The Company shall
furnish the Transfer Agent with appropriate evidence of action by the Company's
Board of Trustees 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
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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 Declaration and Prospectus, issue and credit the account of the
Shareholder with Shares, or, pay such dividends 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 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.
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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:
(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;
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(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, 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;
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(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 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
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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 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
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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 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
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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.
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,
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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 sub-contractors 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, that neither the
Transfer Agent nor any of its nominees or sub-contractors 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.
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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 expressly 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 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
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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 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
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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.
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
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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 and 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 original, but all of
which together shall constitute one and the same instrument.
26. Miscellaneous.
(a) The Transfer Agent hereby acknowledges that
the Company is a business trust and that it must look solely to the Company's
Property for the enforcement of any claims against the Company, as neither the
Trustees, officers, agents or Shareholders of the Company assume any personal
liability in
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connection with its business or assume any personal liability for obligations
entered into on its behalf;
(b) 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.
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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] TRUST FOR FEDERAL SECURITIES
Attest: /s/ Xxxxxx X. Xxxxxx By:/s/ Xxxxxx X. Xxxxx
-------------------- -------------------------
[SEAL] PROVIDENT FINANCIAL PROCESSING CORPORATION
Attest: By: /s/ Xxxxx Xxxxxx
-------------------- ------------------------
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INDEX
Paragraph Page
--------- ----
1. Appointment . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
2. Delivery of Documents . . . . . . . . . . . . . . . . . . . . . . . 3
3. Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
4. Instructions Consistent with Declaration, etc. . . . . . . . . . . . 6
5. Transactions Not Requiring Instructions . . . . . . . . . . . . . . 7
6. Authorized Shares . . . . . . . . . . . . . . . . . . . . . . . . . 10
7. Dividends and Distributions . . . . . . . . . . . . . . . . . . . . 10
8. Communications with Shareholders . . . . . . . . . . . . . . . . . . 12
9. Records . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
10. Ongoing Functions . . . . . . . . . . . . . . . . . . . . . . . . . 13
11. Cooperation with Accountants . . . . . . . . . . . . . . . . . . . . 15
12. Confidentiality . . . . . . . . . . . . . . . . . . . . . . . . . . 15
13. Equipment Failures . . . . . . . . . . . . . . . . . . . . . . . . . 15
14. Right to Receive Advice . . . . . . . . . . . . . . . . . . . . . . 16
15. Compliance with Governmental Rules and Regulations . . . . . . . . . 17
16. Compensation . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17
17. Indemnification . . . . . . . . . . . . . . . . . . . . . . . . . . 18
18. Responsibility of the Transfer Agent . . . . . . . . . . . . . . . . 19
19. Duration and Termination . . . . . . . . . . . . . . . . . . . . . . 20
20. Registration as a Transfer Agent . . . . . . . . . . . . . . . . . . 20
21. Notices . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20
22. Further Actions . . . . . . . . . . . . . . . . . . . . . . . . . . 21
23. Amendments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21
24. Delegation of Duties . . . . . . . . . . . . . . . . . . . . . . . . 21
25. Counterparts . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22
26. Miscellaneous . . . . . . . . . . . . . . . . . . . . . . . . . . . 22
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