EXHIBIT (g)(3)
CONSENT TO ASSIGNMENT
This Consent to Assignment by HT Insight Funds, Inc. (the "Fund") relates to
the Custodian Agreement between the Fund and PNC Bank, N.A. (formerly
Provident National Bank) ("PNC Bank") dated December 1, 1989 (the "Agreement").
WHEREAS, PNC Bank will assign all of its rights, title, interest, duties and
obligations under the Agreement to PFPC Trust Company ("PFPC"); and
WHEREAS, it is desirable to have the Fund consent to such assignment, and the
Fund will thereby release its rights against PNC Bank; and
WHEREAS, the Agreement may require an assignee of the Agreement such as PFPC to
make certain representations and agreements.
NOW, THEREFORE:
1. The Fund hereby consents to the assignment of the Agreement from PNC
Bank to PFPC, and hereby waives any rights to notice or any other
prerequisites that it might otherwise be able to assert in connection
with the assignment. By consenting to the assignment, the Fund agrees
(on behalf of itself, its shareholders and any other persons claiming
through the Fund) (i) not to challenge or otherwise call into question
the assignment, and (ii) to look solely to PFPC for the performance of
the duties or obligations of the custodian and the satisfaction of any
claims or rights of the Fund under the Agreement that arise from the
date of consent or thereafter. In addition, notwithstanding anything
set forth in the Agreement, in consideration of the assignment the Fund
agrees to waive and release any and all claims or rights it may have
against PNC Bank with respect to the Agreement that arise from the date
of consent or thereafter.
2. PFPC hereby makes the representations and agreements which are required to
be made by an assignee such as PFPC pursuant to the Agreement, to the
extent such representations and agreements are necessary to effect a valid
assignment of the Agreement to PFPC as described herein. In particular,
PFPC agrees to comply with all relevant provisions of the Investment
Company Act of 1940 which relate to its duties and obligations under the
Agreement (provided that PFPC will have no responsibility for compliance by
the Fund with such Act).
HT Insight Funds, Inc. Acknowledged and Agreed:
PFPC Trust Company
By: /S/ XXXXXX X. XXX By: /S/ XXXXXX XXXXXXXX
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Title: President Title: Senior Vice President
Date of Consent: February 18, 1999
