CUSTODIAN SERVICES AGREEMENT
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THIS AGREEMENT is made as of __________, 1999 by and between PFPC TRUST
COMPANY ("PFPC Trust"), and PROVIDENT INSTITUTIONAL FUNDS, a Delaware business
trust (the "Fund").
WITNESSETH:
WHEREAS, the Fund is registered as an open-end management investment
company under the Investment Company Act of 1940, as amended (the "1940 Act");
and
WHEREAS, the Fund wishes to retain PFPC Trust to provide custodian
services, and PFPC Trust wishes to furnish custodian services, either directly
or through an affiliate or affiliates, as more fully described herein.
NOW, THEREFORE, in consideration of the premises and mutual covenants
herein contained, and intending to be legally bound hereby, the parties hereto
agree as follows:
1. Definitions. As Used in This Agreement:
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(a) "1933 Act" means the Securities Act of 1933, as amended.
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(b) "1934 Act" means the Securities Exchange Act of 1934, as amended.
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(c) "Authorized Person" means any officer of the Fund and any other person
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authorized by the Fund to give Oral or Written Instructions on behalf
of the Fund and listed on the Authorized Persons Appendix attached
hereto or any amendment thereto as may be received by PFPC Trust. An
Authorized Person's scope of authority may be limited by the Fund by
setting forth such limitation in the Authorized Persons Appendix.
(d) "Book-Entry System" means Federal Reserve Treasury book-entry system
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for United States and federal agency securities, its successor or
successors, and its
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nominee or nominees and any book-entry system maintained by an
exchange registered with the SEC under the 1934 Act.
(e) "CEA" means the Commodities Exchange Act, as amended.
(f) "Oral Instructions" mean oral instructions received by PFPC Trust from
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an Authorized Person or from a person reasonably believed by PFPC
Trust to be an Authorized Person.
(g) "PFPC Trust" means PFPC Trust Company or a subsidiary or affiliate of
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PFPC Trust Company.
(h) "SEC" means the Securities and Exchange Commission.
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(i) "Securities Laws" mean the 1933 Act, the 1934 Act, the 1940 Act and
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the CEA.
(j) "Shares" mean the shares of beneficial interest of any series or
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class of the Fund.
(k) "Property" means:
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(i) any and all securities and other investment items, which the
Fund may from time to time deposit, or cause to be deposited,
with PFPC Trust or which PFPC Trust may from time to time hold
for the Fund;
(ii) all income in respect of any of such securities or other
investment items;
(iii) all proceeds of the sale of any of such securities or
investment items; and
(iv) all proceeds of the sale of securities issued by the Fund,
which are received by PFPC Trust from time to time, from or on
behalf of the Fund.
(l) "Written Instructions" mean written instructions signed by an
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Authorized Person (or a person reasonably believed by PFPC Trust to be
an Authorized Person) and received by PFPC Trust. The instructions may
be delivered by hand, mail, tested telegram, cable, telex or facsimile
sending device.
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2. Appointment. The Fund hereby appoints PFPC Trust to provide custodian
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services to the Fund, on behalf of each of its investment portfolios (each,
a "Portfolio"), and PFPC Trust accepts such appointment and agrees to
furnish such services.
3. Delivery Of Documents. The Fund has provided or, where applicable, will
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provide PFPC Trust with the following:
(a) certified or authenticated copies of the resolutions of the Fund's
Board of Trustees, approving the appointment of PFPC Trust or its
affiliates to provide services to the Fund and approving this
Agreement;
(b) a copy of the Fund's most recent effective registration statement;
(c) a copy of each Portfolio's advisory and (if applicable) sub-advisory
agreement or agreements;
(d) a copy of the distribution agreement with respect to each class of
Shares;
(e) a copy of each Portfolio's administration agreement if PFPC Trust is
not providing the Portfolio with such services;
(f) copies of any shareholder servicing agreements or arrangements made in
respect of the Fund or a Portfolio;
(g) a copy of the Fund's Declaration of Trust and By Laws; and
(h) copies (certified or authenticated, where applicable) of any and all
amendments or supplements to the foregoing.
4. Compliance with Laws.
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PFPC Trust undertakes to comply with material applicable requirements of
the Securities Laws and material laws, rules and regulations of
governmental authorities having jurisdiction with respect to the duties to
be performed by PFPC Trust hereunder. Except as specifically set forth
herein, PFPC Trust assumes no responsibility for such compliance by the
Fund or any Portfolio.
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5. Instructions.
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(a) Unless otherwise provided in this Agreement, PFPC Trust shall act only
upon Oral Instructions or Written Instructions.
(b) PFPC Trust shall be entitled to rely upon any Oral Instructions or
Written Instructions it receives from an Authorized Person (or from a
person reasonably believed by PFPC Trust to be an Authorized Person)
pursuant to this Agreement. PFPC Trust may assume that any Oral
Instruction or Written Instruction received hereunder is not in any
way inconsistent with the provisions of organizational documents or
this Agreement or of any vote, resolution or proceeding of the Fund's
Board of Trustees or of the Fund's shareholders, unless and until PFPC
Trust receives Written Instructions to the contrary.
(c) The Fund agrees to forward to PFPC Trust Written Instructions
confirming Oral Instructions so that PFPC Trust receives the Written
Instructions by the close of business on the same day that such Oral
Instructions are received, provided that in any event PFPC Trust shall
be entitled to rely on such Oral Instructions. The fact that such
confirming Written Instructions are not received by PFPC Trust shall
in no way invalidate the transactions or enforceability of the
transactions authorized by the Oral Instructions. Where Oral
Instructions or Written Instructions reasonably appear to have been
received from an Authorized Person, PFPC Trust shall incur no
liability to the Fund in acting upon such Oral Instructions or Written
Instructions provided that PFPC Trust's actions comply with the other
provisions of this Agreement.
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6. Right to Receive Advice.
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(a) Advice of the Fund. If PFPC Trust is in doubt as to any action it
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should or should not take, PFPC Trust may request directions or
advice, including Oral instructions or Written Instructions, from the
Fund.
(b) Advice of Counsel. If PFPC Trust shall be in doubt as to any question
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of law pertaining to any action it should or should not take, PFPC
Trust may request advice at its own cost from such counsel of its own
choosing (who may be counsel for the Fund, the Fund's investment
adviser or PFPC Trust, at the option of PFPC Trust).
(c) Conflicting Advice. In the event of a conflict between directions,
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advice or Oral Instructions or Written Instructions PFPC Trust
receives from the Fund, and the advice it receives from counsel, PFPC
Trust shall be entitled to rely upon and follow the advice of counsel.
(d) Protection of PFPC Trust. PFPC Trust shall be protected in any action
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it takes or does not take in reliance upon directions, advice or Oral
Instructions or Written Instructions it receives from the Fund or from
counsel and which PFPC Trust 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 PFPC Trust (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 unless, under the terms of other provisions of
this Agreement, the same is a condition of PFPC Trust's properly
taking or not taking such action. Nothing in this subsection shall
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excuse PFPC Trust when an action or omission on the part of PFPC
Trust which is taken in reliance upon directions, advice or Oral
or Written Instructions constitutes willful misfeasance, bad
faith, gross negligence or reckless disregard by PFPC Trust of
any duties, obligations or responsibilities set forth in this
Agreement.
7. Records; Visits. The books and records pertaining to the Fund and any
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Portfolio, which are in the possession or under the control of PFPC
Trust, shall be the property of the Fund. Such books and records shall
be prepared and maintained as required by the 1940 Act and other
applicable securities laws, rules and regulations. The Fund and
Authorized Persons shall have access to such books and records at all
times during PFPC Trust's normal business hours. Upon the reasonable
request of the Fund, copies of any such books and records shall be
provided by PFPC Trust to the Fund or to an Authorized Person, at the
Fund's expense.
8. Confidentiality. PFPC Trust agrees to keep confidential all records
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of the Fund and information relating to the Fund and its shareholders,
unless the release of such records or information is otherwise
consented to, in writing, by the Fund. The Fund agrees that such
consent shall hereby be deemed to be given where PFPC Trust may be
exposed to civil or criminal contempt proceedings or when PFPC Trust
is required to divulge such information or records to duly constituted
authorities (including quasi-regulatory authorities) or independent
auditors.
9. Cooperation with Accountants. PFPC Trust shall cooperate with the
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Fund's independent public accountants and shall take all reasonable
action to make any requested information available to such accountants
as reasonably requested by the Fund.
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10. Disaster Recovery. PFPC Trust shall enter into and shall maintain in
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effect with appropriate parties one or more agreements making
reasonable provisions for emergency use of electronic data processing
equipment to the extent appropriate equipment is available. In the
event of equipment failures, PFPC Trust shall, at no additional
expense to the Fund, take reasonable steps to minimize service
interruptions. PFPC Trust shall have no liability with respect to the
loss of data or service interruptions caused by equipment failure,
provided such loss or interruption is not caused by PFPC Trust's own
willful misfeasance, bad faith, gross negligence or reckless disregard
of its duties or obligations under this Agreement.
11. Compensation. As compensation for custody services rendered by PFPC
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Trust during the term of this Agreement, the Fund will pay to PFPC
Trust a fee or fees as may be agreed to in writing by the Fund and
PFPC Trust.
12. Indemnification. The Fund, on behalf of each Portfolio, agrees to
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indemnify and hold harmless PFPC Trust and its affiliates and nominees
from all taxes, charges, expenses, assessments, claims and liabilities
(including, without limitation, attorneys' fees and disbursements),
arising directly or indirectly (a) from the fact that securities
included in the Property are registered in the name of such a nominee
or (b) without limiting the generality of the foregoing clause (a)
from any action or omission to act which PFPC Trust takes (i) at the
request or on the direction of or in reliance on the advice of the
Fund or (ii) upon Oral Instructions or Written Instructions. Neither
PFPC Trust, nor any of its affiliates or nominees shall be indemnified
against any liability to the Fund or its shareholders (or any expenses
incident to such liability) arising out of PFPC Trust's or its
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affiliates' or such nominee's own willful misfeasance, bad faith,
negligence or reckless disregard of its duties or responsibilities
specifically described in this Agreement.
13. Responsibility of PFPC Trust.
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(a) PFPC Trust shall be under no duty to take any action on behalf of the
Fund or any Portfolio except as specifically set forth herein or as
may be specifically agreed to by PFPC Trust in writing. In the
performance of its duties hereunder, PFPC Trust shall be obligated to
exercise care and diligence, to act in good faith and to use its best
efforts, within reasonable limits, to ensure the accuracy and
completeness of all services performed under this Agreement. PFPC
Trust shall be responsible for its own negligent failure to perform
its duties under this Agreement, but to the extent that duties,
obligations and responsibilities are not specifically set forth in
this Agreement, PFPC Trust shall not be liable for any act or omission
which does not constitute willful misfeasance, bad faith or gross
negligence on its part or reckless disregard of such duties,
obligations and responsibilities.
(b) Without limiting the generality of the foregoing or of any other
provision of this Agreement, (i) PFPC Trust shall not be liable for
losses beyond its control, provided that PFPC Trust has acted in
accordance with the standard of care set forth above; and (ii) PFPC
Trust 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 Instruction or
Written Instruction, notice or other instrument which conforms to the
applicable requirements of this Agreement, and which PFPC Trust
reasonably believes to be genuine; (B) the validity or invalidity of
the issuance of any securities included or to be included in
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the Property, the legality or illegality of the purchase of such
securities, or the propriety or impropriety of the amount paid
therefor; (C) the legality or illegality of the sales (or exchange) of
any Property or the propriety or impropriety of the amount for which
such Property is sold (or exchanged); or (D) subject to section 10,
delays or errors or loss of data occurring by reason of circumstances
beyond PFPC Trust's control, including acts of civil or military
authority, national emergencies, labor difficulties, fire, flood,
catastrophe, acts of God, mechanical breakdown, insurrection, war,
riots or failure of the mails, transportation, communication or power
supply, nor shall PFPC Trust be under any duty or obligation to
ascertain whether any property at any time delivered to or held by
PFPC Trust may properly be held by or for the Fund.
(c) Notwithstanding anything in this Agreement to the contrary, neither
PFPC Trust nor its affiliates shall be liable to the Fund or to any
Portfolio for any consequential, special or indirect losses or damages
whether or not the likelihood of such losses or damages was known by
PFPC Trust or its affiliates.
14. Description of Services.
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(a) Delivery of the Property. The Fund will deliver or arrange for
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delivery to PFPC Trust, all the Property owned by the Portfolios,
including cash received as a result of the distribution of Shares,
during the term of this Agreement. PFPC Trust will not be responsible
for any property until actual receipt.
(b) Receipt and Disbursement of Money. PFPC Trust, acting upon Written
---------------------------------
Instructions, shall open and maintain separate accounts in the Fund's
name using all cash received from or for the account of the Fund,
subject to the terms of this
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Agreement. In addition, upon Written Instructions, PFPC Trust shall
open separate custodial accounts for each separate Portfolio
(collectively, the "Accounts") and shall hold in the Accounts all cash
received from or for the Accounts of the Fund specifically designated
to each separate Portfolio.
PFPC Trust shall make cash payments from or for the Accounts of a
Portfolio only for:
(i) purchases of securities in the name of a Portfolio, PFPC Trust,
PFPC Trust's nominee or a sub-custodian or nominee thereof as
provided in sub-section (j) and for which PFPC Trust has
received a copy of the broker's or dealer's confirmation or
payee's invoice, as appropriate;
(ii) purchase or redemption of Shares of the Fund delivered to PFPC
Trust;
(iii) payment of, subject to Written Instructions, interest, taxes,
administration, accounting, distribution, advisory, management
fees or similar expenses which are to be borne by a Portfolio;
(iv) payment to, subject to receipt of Written Instructions, the
Fund's transfer agent, as agent for the shareholders, of an
amount equal to the amount of dividends and distributions
stated in the Written Instructions to be distributed in cash by
the transfer agent to shareholders, or, in lieu of paying the
Fund's transfer agent, PFPC Trust may arrange for the direct
payment of cash dividends and distributions to shareholders in
accordance with procedures mutually agreed upon from time to
time by and among the Fund, PFPC Trust and the Fund's transfer
agent.
(v) payments, upon receipt of Written Instructions, in connection
with the conversion, exchange or surrender of securities owned
or subscribed to by the Fund and held by or delivered to PFPC
Trust;
(vi) payments of the amounts of dividends received with respect to
securities sold short;
(vii) payments made to a sub-custodian; and
(viii) other payments, upon Written Instructions.
PFPC Trust is hereby authorized to endorse and collect all checks, drafts
or other orders for the payment of money received as custodian for the
Accounts.
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(c) Receipt of Securities: Subcustodians.
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(i) PFPC Trust shall hold all securities received by it for the
Accounts in a separate account that physically segregates such
securities from those of any other persons, firms or
corporations, except for securities held in a Book-Entry
System. All such securities shall be held or disposed of only
upon Written Instructions of the Fund or pursuant to the terms
of this Agreement. PFPC Trust shall have no power or authority
to assign, hypothecate, pledge or otherwise dispose of any such
securities or investment, except upon the express terms of this
Agreement or upon Written Instructions authorizing the
transaction. In no case may any member of the Fund's Board of
Trustees, or any officer, employee or agent of the Fund
withdraw any securities.
At PFPC Trust's own expense and for its own convenience, PFPC
Trust may enter into sub-custodian agreements with other banks
or trust companies to perform duties with respect to domestic
assets. Such bank or trust company shall have an aggregate
capital, surplus and undivided profits, according to its last
published report, of at least one million dollars ($1,000,000),
if it is a subsidiary or affiliate of PFPC Trust, or at least
twenty million dollars ($20,000,000) if such bank or trust
company is not a subsidiary or affiliate of PFPC Trust. In
addition, such bank or trust company must be qualified to act
as custodian and agree to comply with the relevant provisions
of the 1940 Act and other applicable rules and regulations. Any
such arrangement will not be entered into without prior written
notice to the Fund.
In addition, PFPC Trust may enter into arrangements with sub-
custodians with respect to services regarding foreign assets.
Any such arrangement will be entered into with prior written
notice to the Fund (or as otherwise provided in the 1940 Act).
PFPC Trust shall remain responsible for the performance of all
of its duties as described in this Agreement and shall hold the
Fund harmless from its own acts or omissions, under the
standards of care provided for herein, or the acts and
omissions of any sub-custodian chosen by PFPC Trust under the
terms of this sub-section (c).
(d) Transactions Requiring Instructions. Upon receipt of Oral
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Instructions or Written Instructions and not otherwise, PFPC Trust,
directly or through the use of the Book-Entry System, shall:
(i) deliver any securities held for a Portfolio against the receipt
of payment for the sale of such securities;
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(ii) execute in blank and deliver to such persons as may be
designated in such Oral Instructions or Written Instructions,
proxies, consents, authorizations, and any other instruments
whereby the authority of a Portfolio as owner of any securities
may be exercised;
(iii) deliver any securities to the issuer thereof, or its agent,
when such securities are called, redeemed, retired or otherwise
become payable at the option of the holder; provided that, in
any such case, the cash or other consideration is to be
delivered to PFPC Trust;
(iv) deliver any securities held for a Portfolio against receipt of
other securities or cash issued or paid in connection with the
liquidation, reorganization, refinancing, tender offer, merger,
consolidation or recapitalization of any corporation, or the
exercise of any conversion privilege;
(v) deliver any securities held for a Portfolio to any protective
committee, reorganization committee or other person in
connection with the reorganization, refinancing, merger,
consolidation, recapitalization or sale of assets of any
corporation, and receive and hold under the terms of this
Agreement such certificates of deposit, interim receipts or
other instruments or documents as may be issued to it to
evidence such delivery;
(vi) make such transfer or exchanges of the assets of the Portfolios
and take such other steps as shall be stated in said Oral
Instructions or Written Instructions to be for the purpose of
effectuating a duly authorized plan of liquidation,
reorganization, merger, consolidation or recapitalization of
the Fund;
(vii) release securities belonging to a Portfolio to any bank or
trust company for the purpose of a pledge or hypothecation to
secure any loan incurred by the Fund on behalf of that
Portfolio; provided, however, that securities shall be released
only upon payment to PFPC Trust of the monies borrowed, except
that in cases where additional collateral is required to secure
a borrowing already made subject to proper prior authorization,
further securities may be released for that purpose; and repay
such loan upon redelivery to it of the securities pledged or
hypothecated therefor and upon surrender of the note or notes
evidencing the loan;
(viii) release and deliver securities owned by a Portfolio in
connection with any repurchase agreement (or reverse repurchase
agreement) entered into on behalf of the Portfolio, but only on
receipt of payment therefor; and pay out moneys of the
Portfolio in connection with repurchase agreements (or reverse
repurchase agreement), but only upon the delivery of the
securities;
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(ix) release and deliver or exchange securities owned by a Portfolio
in connection with any conversion of such securities, pursuant
to their terms, into other securities;
(x) release and deliver securities to a broker in connection with
the broker's custody of margin collateral relating to futures
and options transactions;
(xi) release and deliver securities owned by a Portfolio for the
purpose of redeeming in kind shares of the Portfolio upon
delivery thereof to PFPC Trust; and
(xii) release and deliver or exchange securities owned by the Fund
for other purposes.
(e) Use of Book-Entry System. PFPC Trust is authorized and instructed,
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on a continuous basis, to deposit in the Book-Entry System all
securities belonging to the Portfolios eligible for deposit therein
and to utilize the Book-Entry System to the extent possible in
connection with settlements of purchases and sales of securities by
the Portfolios, and deliveries and returns of securities loaned,
subject to repurchase agreements or used as collateral in connection
with borrowings. PFPC Trust shall continue to perform such duties
until it receives Written Instructions or Oral Instructions
authorizing contrary actions.
PFPC Trust shall administer the Book-Entry System as follows:
(i) With respect to securities of each Portfolio which are
maintained in the Book-Entry System, the records of PFPC Trust
shall identify by book-entry or otherwise those securities
belonging to each Portfolio.
(ii) Assets of each Portfolio deposited in the Book-Entry System
will at all times be segregated from any assets and cash
controlled by PFPC Trust in other than a fiduciary or custodian
capacity but maybe commingled with other assets held in such
capacities.
PFPC Trust will provide the Fund with such reports on its own system of
internal control as the Fund may reasonably request from time to time.
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(f) Registration of Securities. All Securities held for a Portfolio
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which are issued or issuable only in bearer form, except such
securities held in the Book-Entry System, shall be held by PFPC Trust
in bearer form; all other securities held for a Portfolio may be
registered in the name of the Fund on behalf of that Portfolio, PFPC
Trust, the Book-Entry System, a sub-custodian, or any duly appointed
nominee of the Fund, PFPC Trust, Book-Entry System or sub-custodian.
The Fund agrees to furnish to PFPC Trust appropriate instruments to
enable PFPC Trust to hold or deliver in proper form for transfer, or
to register in the name of its nominee or in the name of the Book-
Entry System or otherwise, any securities which it may hold for the
Accounts and which may from time to time be registered in the name of
the Fund on behalf of a Portfolio.
(g) Voting and Other Action. Neither PFPC Trust nor its nominee shall
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vote any of the securities held pursuant to this Agreement by or for
the account of a Portfolio, except in accordance with Written
Instructions. PFPC Trust, directly or through the use of the Book-
Entry System, shall execute in blank and promptly deliver all notices,
proxies and proxy soliciting materials received by PFPC Trust as
custodian of the Property to the registered holder of such securities.
If the registered holder is not the Fund on behalf of a Portfolio,
then Written Instructions or Oral Instructions must designate the
person who owns such securities.
(h) Transactions Not Requiring Instructions. In the absence of contrary
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Written Instructions, PFPC Trust is authorized to take the following
actions:
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(i) Collection of Income and Other Payments.
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(A) collect and receive for the account of each Portfolio, all
income, dividends, distributions, coupons, option premiums,
other payments and similar items, included or to be included
in the Property, and, in addition, promptly advise each
Portfolio of such receipt and credit such income, as
collected, to each Portfolio's custodian account;
(B) endorse and deposit for collection, in the name of the Fund,
checks, drafts, or other orders for the payment of money;
(C) receive and hold for the account of each Portfolio all
securities received as a distribution on the Portfolio's
securities as a result of a stock dividend, share split-up
or reorganization, recapitalization, readjustment or other
rearrangement or distribution of rights or similar
securities issued with respect to any securities belonging
to a Portfolio and held by PFPC Trust hereunder;
(D) present for payment and collect the amount payable upon all
securities which may mature or be, on a mandatory basis,
called, redeemed, or retired, or otherwise become payable on
the date such securities become payable; and
(E) take any action which may be reasonably necessary and proper
in connection with the collection and receipt of such income
and other payments and the endorsement for collection of
checks, drafts, and other negotiable instruments as
described in sub-section (m) of this Section.
(ii) Miscellaneous Transactions.
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(A) PFPC Trust is authorized to deliver or cause to be
delivered Property against payment or other consideration
or written receipt therefor in the following cases:
(1) for examination by a broker or dealer selling for the
account of a Portfolio in accordance with street
delivery custom;
(2) for the exchange of interim receipts or temporary
securities for definitive securities; and
(3) for transfer of securities into the name of the Fund
on behalf of a Portfolio or PFPC Trust or a sub-
custodian or a nominee of one of the foregoing, or
for exchange of
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securities for a different number of bonds,
certificates, or other evidence, representing the
same aggregate face amount or number of units bearing
the same interest rate, maturity date and call
provisions, if any; provided that, in any such case,
the new securities are to be delivered to PFPC Trust.
(B) Unless and until PFPC Trust receives Oral Instructions or
Written Instructions to the contrary, PFPC Trust shall:
(1) pay all income items held by it which call for
payment upon presentation and hold the cash received
by it upon such payment for the account of each
Portfolio;
(2) collect interest and cash dividends received, with
notice to the Fund, to the account of each Portfolio;
(3) hold for the account of each Portfolio all stock
dividends, rights and similar securities issued with
respect to any securities held by PFPC Trust; and
(4) execute as agent on behalf of the Fund all necessary
ownership certificates required by the Internal
Revenue Code or the Income Tax Regulations of the
United States Treasury Department or under the laws
of any state now or hereafter in effect, inserting
the Fund's name, on behalf of a Portfolio, on such
certificate as the owner of the securities covered
thereby, to the extent it may lawfully do so.
(i) Segregated Accounts.
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(i) PFPC Trust shall upon receipt of Written Instructions or Oral
Instructions establish and maintain one or more segregated
accounts on its records for and on behalf of each Portfolio.
Such accounts may be used to transfer cash and securities,
including securities in the Book-Entry System:
(A) for the purposes of compliance by the Fund with the
procedures required by a securities or option exchange,
relating to transactions such as options or futures or for
short sale transactions or other similar transactions; and
(B) upon receipt of Written Instructions, for other purposes.
(ii) PFPC Trust shall arrange for the establishment of XXX custodian
accounts for shareholders holding Shares through XXX accounts,
in accordance with the Fund's prospectuses, the Internal
Revenue Code of 1986, as amended
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(including regulations promulgated thereunder), and with such
other procedures as are mutually agreed upon from time to time
by and among the Fund, PFPC Trust and the Fund's transfer
agent.
(j) Purchases of Securities. PFPC Trust shall settle purchased securities
-----------------------
upon receipt of Oral Instructions or Written Instructions that
specify:
(i) the name of the issuer and the title of the securities,
including CUSIP number if applicable;
(ii) the number of shares or the principal amount purchased and
accrued interest, if any;
(iii) the date of purchase and settlement;
(iv) the purchase price per unit;
(v) the total amount payable upon such purchase;
(vi) the Portfolio involved; and
(vii) the name of the person from whom or the broker through whom the
purchase was made. PFPC Trust shall upon receipt of securities
purchased by or for a Portfolio pay out of the moneys held for
the account of the Portfolio the total amount payable to the
person from whom or the broker through whom the purchase was
made, provided that the same conforms to the total amount
payable as set forth in such Oral Instructions or Written
Instructions.
(k) Sales of Securities. PFPC Trust shall settle sold securities upon
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receipt of Oral Instructions or Written Instructions that specify:
(i) the name of the issuer and the title of the security, including
CUSIP number if applicable;
(ii) the number of shares or principal amount sold, and accrued
interest, if any;
(iii) the date of trade and settlement;
(iv) the sale price per unit;
(v) the total amount payable to the Fund upon such sale;
(vi) the name of the broker through whom or the person to whom the
sale was made;
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(vii) the location to which the security must be delivered and
delivery deadline, if any; and
(viii) the Portfolio involved.
PFPC Trust shall deliver the securities upon receipt of the total amount
payable to the Portfolio upon such sale, provided that the total amount
payable is the same as was set forth in the Oral Instructions or Written
Instructions. Notwithstanding the other provisions thereof, PFPC Trust may
accept payment in such form as shall be satisfactory to it, and may deliver
any securities and arrange for any payment hereunder in accordance with the
customs prevailing among dealers in securities.
(l) Reports; Proxy Materials.
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(i) PFPC Trust shall furnish to the Fund the following reports:
(A) such periodic and special reports as the Fund may
reasonably request;
(B) a monthly statement summarizing all transactions and
entries for the account of each Portfolio, listing each
Portfolio security belonging to each Portfolio with the
adjusted average cost of each issue and the market value
at the end of such month and stating the cash account of
each Portfolio including disbursements;
(C) the reports required to be furnished to the Fund pursuant
to Rule 17f-4 of the 1940 Act; and
(D) such other information as may be agreed upon from time to
time between the Fund and PFPC Trust.
(ii) PFPC Trust shall transmit promptly to the Fund any proxy
statement, proxy material, notice of a call or conversion or
similar communication received by it as custodian of the
Property. PFPC Trust shall be under no other obligation to
inform the Fund as to such actions or events. Proxy and
corporate action services are provided on a best efforts basis
only.
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(m) Collections. All collections of monies or other property in respect,
-----------
or which are to become part, of the Property (but not the safekeeping
thereof upon receipt by PFPC Trust) shall be at the sole risk of the
Fund. If payment is not received by PFPC Trust within a reasonable
time after proper demands have been made, PFPC Trust shall notify the
Fund in writing, including copies of all demand letters, written
responses and memoranda of all oral responses and shall await
instructions from the Fund. PFPC Trust shall not be obliged to take
legal action for collection unless and until reasonably indemnified to
its satisfaction. PFPC Trust shall also notify the Fund as soon as
reasonably practicable whenever income due on securities is not
collected in due course and shall provide the Fund with periodic
status reports of such income collected after a reasonable time.
15. Duration and Termination. This Agreement shall continue until terminated
------------------------
by the Fund or PFPC Trust on sixty (60) days' prior written notice to the
other party. In the event this Agreement is terminated (pending appointment
of a successor to PFPC Trust or vote of the shareholders of the Fund to
dissolve or to function without a custodian of its cash, securities or
other property), PFPC Trust shall not deliver cash, securities or other
property of the Portfolios to the Fund. It may deliver them to a bank or
trust company of PFPC Trust's choice, having an aggregate capital, surplus
and undivided profits, as shown by its last published report, of not less
than twenty million dollars ($20,000,000), as a custodian for the Fund to
be held under terms similar to those of this Agreement. PFPC Trust shall
not be required to make any delivery or payment of assets upon termination
until full payment shall have been made to PFPC Trust of all of its fees,
compensation, costs and expenses. PFPC Trust shall have a security interest
in and shall have a right of
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setoff against the Property as security for (i) the payment of such fees,
compensation, costs and expenses, (ii) repayment of any advance of cash for
any purpose made by PFPC Trust resulting from Oral or Written Instructions
or (iii) repayment in the event that PFPC Trust or its affiliates or
nominees shall incur or be assessed any taxes, charges, expenses,
assessments, claims or liabilities in connection with the performance of
this Agreement, except such as may arise from the negligent action or
failure to act or willful misconduct of the relevant party.
16. Notices. All notices and other communications, including Written
-------
Instructions, shall be in writing or by confirming telegram, cable, telex
or facsimile sending device. Notice shall be addressed (a) if to PFPC Trust
at 000 Xxxxxxx Xxxxx, Xxxxxx, Xxxxxxxxxxxx 00000, Attention: Xxx Xxxxxxxx;
(b) if to the Fund, at ___________, Attn: _________; or (c) if to neither
of the foregoing, at such other address as shall have been given by like
notice to the sender of any such notice or other communication by the other
party. If notice is sent by confirming telegram, cable, telex or facsimile
sending device, it shall be deemed to have been given immediately. If
notice is sent by first-class mail, it shall be deemed to have been given
three days after it has been mailed. If notice is sent by messenger, it
shall be deemed to have been given on the day it is delivered.
17. Amendments. This Agreement, or any term hereof, may be changed or waived
----------
only by a written amendment, signed by the party against whom enforcement
of such change or waiver is sought.
18. Delegation; Assignment. PFPC Trust may assign its rights and delegate its
----------------------
duties hereunder to any affiliate (as defined in the 0000 Xxx) of or any
majority-owned direct or indirect subsidiary of PFPC Trust or of PNC Bank
Corp., provided that (i) PFPC Trust
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gives the Fund thirty (30) days' prior written notice; (ii) the assignee or
delegate agrees to comply with the relevant provision of the 1940 Act; and
(iii) PFPC Trust and such assignee or delegate promptly provide such
information as the Fund may reasonably request, and respond to such
questions as the Fund may reasonably ask, relative to the assignment or
delegation including (without limitation) the capabilities of the assignee
or delegate. The Fund agrees that without the need to comply with the
foregoing provisions of this Section 18, PFPC Trust may delegate any or all
of its services and duties hereunder to PNC Bank, National Association (or
a successor thereto).
19. 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.
20. Further Actions. Each party agrees to perform such further acts and
---------------
execute such further documents as are necessary to effectuate the purposes
hereof.
21. Miscellaneous.
-------------
(a) Entire Agreement. This Agreement embodies the entire agreement and
----------------
understanding between the parties and supersedes all prior agreements
and understandings relating to the subject matter hereof, provided
that the parties may embody in one or more separate documents their
agreement, if any, with respect to delegated duties or Oral
Instructions.
(b) Captions. 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.
-21-
(c) Governing Law. 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.
(d) Part ial Invalidity. 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.
(e) Successors and Assigns. This Agreement shall be binding upon and
----------------------
shall inure to the benefit of the parties hereto and their respective
successors and permitted assigns.
(f) Facsimile Signatures. The facsimile signature of any party to this
--------------------
Agreement shall constitute the valid and binding execution hereof by
such party.
(g) Liability of Trustees, Etc. 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 ______, 1998 [please fill in date], which is hereby referred to
and a copy of which is on file at the principal office of the Fund.
The obligations of "Provident Institutional Funds" entered into in the
name or on behalf thereof by any of the Trustees or officers of the
Fund are not made individually, but in such capacities, and are not
binding upon any of the Trustees, officers or shareholders of the Fund
personally, but bind only the Fund property, and all persons dealing
with any Portfolio or class of shares of the Fund must look solely to
the Fund property belonging to such Portfolio or class for the
enforcement of any claims against the Fund.
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be executed as of the day and year first above written.
PFPC TRUST COMPANY
By:________________________
Title:_______________________
PROVIDENT INSTITUTIONAL FUNDS
By:________________________
Title:_______________________
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AUTHORIZED PERSONS APPENDIX
NAME (Type) SIGNATURE
______________________________ ____________________________
______________________________ ____________________________
______________________________ ____________________________
______________________________ ____________________________
______________________________ ____________________________
______________________________ ____________________________
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