TRANSFER AGENCY SERVICES AGREEMENT
THIS AGREEMENT is made as of July 3, 1995 by
and between PFPC INC., a Delaware corporation ("PFPC") ,
and THE BFM INSTITUTIONAL TRUST INC., a Maryland
corporation (the "Fund").
W I T N E S S E T H:
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 to
serve as transfer agent, registrar, dividend disbursing
agent and shareholder servicing agent to its investment
portfolios listed on Exhibit A attached hereto and made a
part hereof, as such Exhibit A may be amended from time
to time (each a "Portfolio"), and PFPC wishes to furnish
such services.
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:
(a) "1933 Act" means the Securities Act of
1933, as amended.
(b) "1934 Act" means the Securities Exchange
Act of 1934, as amended.
(c) "Authorized Person" means any officer of
the Fund and any other person duly authorized by the
Fund's Board of Directors to give Oral and Written
Instructions on behalf of the Fund and listed on the
Authorized Persons Appendix attached hereto and made a
part hereof or any amendment thereto as may be received
by PFPC. An Authorized Person's scope of authority may
be limited by the Fund by setting forth such limitation
in the Authorized Persons Appendix.
(d) "CEA" means the Commodities Exchange Act,
as amended.
(e) "Oral Instructions" mean oral instructions
received by PFPC from an Authorized Person or from a
person reasonably believed by PFPC to be an Authorized
Person.
(f) "SEC" means the Securities and Exchange
Commission.
(g) "Securities Laws" mean the 1933 Act, the
1934 Act, the 1940 Act and the CEA.
(h) "Shares" mean the shares of beneficial
interest of any series or class of the Fund.
(i) "Written Instructions" mean written
instructions signed by an Authorized Person and received
by PFPC. The instructions may be delivered by hand,
mail, tested telegram, cable, telex or facsimile sending
device.
2. APPOINTMENT. The Fund hereby appoints
PFPC to serve as transfer agent, registrar, dividend
disbursing agent and shareholder servicing agent to the
Fund in accordance with the terms set forth in this
Agreement. PFPC accepts such appointment and agrees to
furnish such services.
3. DELIVERY OF DOCUMENTS. The Fund has
provided or, where applicable, will provide PFPC with the
following:
(a) Certified or authenticated copies of
the resolutions of the Fund's Board
of Directors, approving the
appointment of PFPC 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 the advisory agreement with
respect to each investment Portfolio
of the Fund (each, a Portfolio);
(d) A copy of the distribution agreement
with respect to each class of Shares
of the Fund;
(e) A copy of each Portfolio's
administration agreements if PFPC is
not providing the Portfolio with such
services;
(f) Copies of any shareholder servicing
agreements made in respect of the
Fund or a Portfolio; and
(g) Copies (certified or authenticated
where applicable) of any and all
amendments or supplements to the
foregoing.
4. COMPLIANCE WITH RULES AND REGULATIONS.
PFPC undertakes to comply with all applicable
requirements of the Securities Laws and any laws, rules
and regulations of governmental authorities having
jurisdiction with respect to the duties to be performed
by PFPC hereunder. Except as specifically set forth
herein, PFPC assumes no responsibility for such
compliance by the Fund or any of its investment
portfolios.
5. INSTRUCTIONS.
(a) Unless otherwise provided in this
Agreement, PFPC shall act only upon Oral and Written
Instructions.
(b) PFPC shall be entitled to rely upon any
Oral and Written Instructions it receives from an
Authorized Person (or from a person reasonably believed
by PFPC to be an Authorized Person) pursuant to this
Agreement. PFPC may assume that any Oral 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 Directors or of the
Fund's shareholders, unless and until PFPC receives
Written Instructions to the contrary.
(c) The Fund agrees to forward to PFPC Written
Instructions confirming Oral Instructions so that PFPC
receives the Written Instructions by the close of
business on the same day that such Oral Instructions are
received. The fact that such confirming Written
Instructions are not received by PFPC shall in no way
invalidate the transactions or enforceability of the
transactions authorized by the Oral Instructions. Where
Oral or Written Instructions reasonably appear to have
been received from an Authorized Person, PFPC shall incur
no liability to the Fund in acting upon such Oral or
Written Instructions provided that PFPC's actions comply
with the other provisions of this Agreement.
6. RIGHT TO RECEIVE ADVICE.
(a) Advice of the Fund. If PFPC is in doubt
as to any action it should or should not take, PFPC may
request directions or advice, including Oral or Written
Instructions, from the Fund.
(b) Advice of Counsel. If PFPC shall be in
doubt as to any question of law pertaining to any action
it should or should not take, PFPC 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, at the option of PFPC).
(c) Conflicting Advice. In the event of a
conflict between directions, advice or Oral or Written
Instructions PFPC receives from the Fund, and the advice
it receives from counsel, PFPC may rely upon and follow
the advice of counsel. In the event PFPC so relies on
the advice of counsel, PFPC remains liable for any action
or omission on the part of PFPC which constitutes willful
misfeasance, bad faith, gross negligence or reckless
disregard by PFPC of any duties, obligations or
responsibilities set forth in this Agreement.
(d) Protection of PFPC. PFPC shall be
protected in any action it takes or does not take in
reliance upon directions, advice or Oral or Written
Instructions it receives from the Fund or from counsel
and which PFPC believes, in good faith, to be consistent
with those directions, advice or Oral or Written
Instructions. Nothing in this section shall be construed
so as to impose an obligation upon PFPC (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 unless, under the terms of
other provisions of this Agreement, the same is a
condition of PFPC's properly taking or not taking 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 any duties,
obligations or responsibilities set forth in this
Agreement.
7. RECORDS; VISITS. The books and records
pertaining to the Fund, which are in the possession or
under the control of PFPC, 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'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 to an Authorized Person, at the
Fund's expense.
8. CONFIDENTIALITY. PFPC agrees on its own
behalf and that of its employees to keep confidential all
records of the Fund and information relating to the Fund
and its shareholders (past, present and future), unless
the release of such records or information is otherwise
consented to, in writing, by the Fund. The Fund agrees
that such consent shall not be unreasonably withheld and
may not be withheld where PFPC may be exposed to civil or
criminal contempt proceedings or when required to divulge
such information or records to duly constituted
authorities.
9. COOPERATION WITH ACCOUNTANTS. PFPC shall
cooperate with the Fund's independent public accountants
and shall take all reasonable actions in the performance
of its obligations under this Agreement to ensure that
the necessary information is made available to such
accountants for the expression of their opinion, as
required by the Fund.
10. DISASTER RECOVERY. PFPC shall enter into
and shall maintain in 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 shall, at no additional
expense to the Fund, take reasonable steps to minimize
service interruptions. PFPC 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's own willful
misfeasance, bad faith, gross negligence or reckless
disregard of its duties or obligations under this
Agreement.
11. COMPENSATION. As compensation for
services rendered by PFPC during the term of this
Agreement, the Fund will pay to PFPC a fee or fees as may
be agreed to from time to time in writing by the Fund and
PFPC.
12. INDEMNIFICATION. The Fund agrees to
indemnify and hold harmless PFPC and its affiliates from
all taxes, charges, reasonable expenses, assessments,
claims and liabilities (including, without limitation,
liabilities arising under the Securities Laws and any
state and foreign securities and blue sky laws, and
amendments thereto), and reasonable expenses, including
(without limitation) attorneys' fees and disbursements,
arising directly or indirectly from any action or
omission to act which PFPC takes (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. Neither PFPC,
nor any of its affiliates, shall be indemnified against
any liability (or any reasonable expenses incident to
such liability) arising out of PFPC's or its affiliates'
own willful misfeasance, bad faith, gross negligence or
reckless disregard of its duties and obligations under
this Agreement.
13. RESPONSIBILITY OF PFPC.
(a) 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 PFPC
in writing. PFPC shall be obligated to exercise care and
diligence in the performance of its duties hereunder, to
act in good faith and to use its best efforts, within
reasonable limits, in performing services provided for
under this Agreement. PFPC shall be liable for any
damages arising out of PFPC's failure to perform its
duties under this Agreement to the extent such damages
arise out of PFPC's willful misfeasance, bad faith, gross
negligence or reckless disregard of such duties.
(b) Without limiting the generality of the
foregoing or of any other provision of this Agreement,
(i) PFPC, shall not be liable for losses beyond its
control, provided that PFPC has acted in accordance with
the standard of care set forth above; and (ii) PFPC shall
not be under any duty or obligation to inquire into and
shall not be liable for (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, and which
PFPC reasonably believes to be genuine; or (B) subject to
Section 10, 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, flood, catastrophe, acts of
God, insurrection, war, riots or failure of the mails,
transportation, communication or power supply.
(c) Notwithstanding anything in this Agreement
to the contrary, neither PFPC nor its affiliates shall be
liable to the Fund for any consequential, special or
indirect losses or damages which the Fund may incur or
suffer by or as a consequence of PFPC's or its affiliates
performance of the services provided hereunder, whether
or not the likelihood of such losses or damages was known
by PFPC or its affiliates.
14. DESCRIPTION OF SERVICES.
(a) Services Provided on an Ongoing Basis, if
Applicable.
(i) Calculate 12b-1 payments;
(ii) Maintain proper shareholder
registrations;
(iii) Review new applications and
correspond with shareholders to
complete or correct information;
(iv) Direct payment processing of
checks or wires;
(v) Prepare and certify stockholder
lists in conjunction with proxy
solicitations;
(vi) Countersign share certificates;
(vii) Prepare and mail to shareholders
confirmation of activity;
(viii) Provide toll-free lines for direct
shareholder use, plus customer
liaison staff for on-line inquiry
response;
(ix) Mail duplicate confirmations to
broker-dealers of their clients'
activity, whether executed through
the broker-dealer or directly with
PFPC;
(x) Provide periodic shareholder lists
and statistics to the clients;
(xi) Provide detailed data for
underwriter/broker confirmations;
(xii) Prepare periodic mailing of year-
end tax and statement information;
(xiii) Notify on a timely basis the
investment adviser, accounting
agent, and custodian of fund
activity; and
(xiv) Perform other participating
broker-dealer shareholder services
as may be agreed upon from time to
time.
(b) Services Provided by PFPC Under Oral or
Written Instructions.
(i) Accept and post daily Fund
purchases and redemptions;
(ii) Accept, post and perform
shareholder transfers and
exchanges;
(iii) Pay dividends and other
distributions;
(iv) Solicit and tabulate proxies; and
(v) Issue and cancel certificates
(when requested in writing by the
shareholder).
(c) Purchase of Shares. PFPC shall issue and
credit an account of an investor, in the manner described
in the Fund's prospectus, once it receives:
(i) A purchase order;
(ii) Proper information to establish a
shareholder account; and
(iii) Confirmation of receipt or
crediting of funds for such order
to the Fund's custodian.
(d) Redemption of Shares. PFPC shall redeem
Shares only if that function is properly authorized by
the certificate of incorporation or resolution of the
Fund's Board of Directors. Shares shall be redeemed and
payment therefor shall be made in accordance with the
Fund's prospectus. When the recordholder tenders Shares
in proper form and directs the method of redemption. If
Shares are received in proper form, Shares shall be
redeemed before the funds are provided to PFPC from the
Fund's custodian (the "Custodian"). If the recordholder
has not directed that redemption proceeds be wired, when
the Custodian provides PFPC with funds, the redemption
check shall be sent to and made payable to the
recordholder, unless:
(i) the Surrendered certificate is drawn
to the order of an assignee or holder
and transfer authorization is signed
by the recordholder; or
(ii) Transfer authorizations are signed by
the recordholder when Shares are held
in bookentry form.
When a broker-dealer notifies PFPC of a redemption
desired by a customer, and the Custodian provides PFPC
with funds, PFPC shall prepare and send the redemption
check to the broker-dealer and made payable to the
broker-dealer on behalf of its customer.
(e) Dividends and Distributions. Upon receipt
of a resolution of the Fund's Board of Directors
authorizing the declaration and payment of dividends and
distributions, PFPC shall issue dividends and
distributions declared by the Fund in Shares, or, upon
shareholder election, pay such dividends and
distributions in cash, if provided for in the Fund's
prospectus. Such issuance or payment, as well as
payments upon redemption as described above, shall be
made after deduction and payment of the required amount
of funds to be withheld in accordance with any applicable
tax laws or other laws, rules or regulations. PFPC shall
mail to the Fund's shareholders such tax forms and other
information, or permissible substitute notice, relating
to dividends and distributions paid by the Fund as are
required to be filed and mailed by applicable law, rule
or regulation. PFPC shall prepare, maintain and file
with the IRS and other appropriate taxing authorities
reports relating to all dividends above a stipulated
amount paid by the Fund to its shareholders as required
by tax or other law, rule or regulation.
(f) Shareholder Account Services.
(i) PFPC may arrange, in accordance with
the prospectus, for issuance of
Shares obtained through:
- Any pre-authorized check plan; and
- Direct purchases through broker wire
orders, checks and applications.
(ii) PFPC may arrange, in accordance with
the prospectus, for a shareholder's:
- Exchange of Shares for shares of
another fund with which the Fund has
exchange privileges;
- Automatic redemption from an account
where that shareholder participates
in a automatic redemption plan;
and/or
- Redemption of Shares from an account
with a checkwriting privilege.
(g) Communications to Shareholders. Upon
timely Written Instructions, PFPC shall mail all
communications by the Fund to its shareholders,
including:
(i) Reports to shareholders;
(ii) Confirmations of purchases and
sales of Fund shares;
(iii) Monthly or quarterly statements;
(iv) Dividend and distribution notices;
(v) Proxy material; and
(vi) Tax form information.
In addition, PFPC will receive and tabulate the
proxy cards for the meetings of the Fund's shareholders.
(h) Records. PFPC shall maintain records of
the accounts for each shareholder showing the following
information:
(i) Name, address and United States
Tax Identification or Social
Security number;
(ii) 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;
(iii) 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;
(iv) Any stop or restraining order
placed against a shareholder's
account;
(v) Any correspondence relating to the
current maintenance of a
shareholder's account;
(vi) Information with respect to
withholdings; and
(vii) Any information required in order
for the transfer agent to perform
any calculations contemplated or
required by this Agreement.
(i) Lost or Stolen Certificates. PFPC shall
place a stop notice against any certificate reported to
be lost or stolen and comply with all applicable federal
regulatory requirements for reporting such loss or
alleged misappropriation. A new certificate shall be
registered and issued only upon:
(i) The shareholder's pledge of a lost
instrument bond or such other
appropriate indemnity bond issued
by a surety company approved by
PFPC; and
(ii) Completion of a release and
indemnification agreement signed
by the shareholder to protect PFPC
and its affiliates.
(j) Shareholder Inspection of Stock Records.
Upon a request from any Fund shareholder to inspect stock
records, PFPC will notify the Fund and the Fund will
issue instructions granting or denying each such request.
Unless PFPC has acted contrary to the Fund's
instructions, the Fund agrees and does hereby, release
PFPC from any liability for refusal of permission for a
particular shareholder to inspect the Fund's stock
records.
(k) Withdrawal of Shares and Cancellation of
Certificates.
Upon receipt of Written Instructions, PFPC shall cancel
outstanding certificates surrendered by the Fund to
reduce the total amount of outstanding shares by the
number of shares surrendered by the Fund.
15. DURATION AND TERMINATION. This Agreement
shall continue until terminated by the Fund or by PFPC on
sixty (60) days', prior written notice to the other
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. Notices shall be addressed (a)
if to PFPC, at 000 Xxxxxxxx Xxxxxxx, Xxxxxxxxxx, Xxxxxxxx
00000; (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
thereof, 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 may assign
its rights and delegate its duties hereunder to any
wholly-owned direct or indirect subsidiary of PNC Bank,
National Association or PNC Bank Corp., provided that (i)
PFPC gives the Fund thirty (30) days' prior written
notice; (ii) the delegate (or assignee) agrees with PFPC
and the Fund to comply with all relevant provisions of
the 1940 Act; and (iii) PFPC and such delegate (or
assignee) promptly provide such information as the Fund
may request, and respond to such questions as the Fund
may ask, relative to the delegation (or assignment),
including (without limitation) the capabilities of the
delegate (or assignee).
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 and 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.
(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) Partial 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.
IN WITNESS WHEREOF, the parties hereto have
caused this Agreement to be executed as of the day and
year first above written.
PFPC INC.
By:
Title:
THE BFM INSTITUTIONAL TRUST INC.
By:
Title:
EXHIBIT A
THIS EXHIBIT A, dated as of July 3, 1995, is
Exhibit A to that certain Transfer Agency Services
Agreement dated as of July 3, 1995 between PFPC Inc. and
The BFM Institutional Trust Inc.
PORTFOLIOS
The Short Duration Portfolio
The Core Fixed Income Portfolio
The Multi-Sector Mortgage Securities Portfolio III
PFPC INC.
By:
Title:
THE BFM INSTITUTIONAL TRUST INC.
By:
Title:
AUTHORIZED PERSONS APPENDIX
NAME (TYPE) SIGNATURE
