Exhibit (g)(2)
CUSTODIAN SERVICES AGREEMENT
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THIS AGREEMENT is made as of February 11, 1999 by and between PFPC TRUST
COMPANY ("PFPC Trust"), and PROVIDENT INSTITUTIONAL FUNDS, a Delaware business
trust (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 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 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.
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(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) "SEC" means the Securities and Exchange Commission.
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(h) "Securities Laws" mean the 1933 Act, the 1934 Act, the 1940 Act and
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the CEA.
(i) "Shares" mean the shares of beneficial interest of any series or class
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of the Fund.
(j) "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.
(k) "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 or, Authorized Persons and the Fund's
authorized representatives 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 of the
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Fund and information relating to the Fund and its prior, present or
imminently potential 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 Fund's
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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 Trust
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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
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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 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.
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(b) Receipt and Disbursement of Money. PFPC Trust, acting upon Written
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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 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,
support services 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;
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(viii) payment against receipt of securities loaned pursuant to a specified
agreement for loaning the Fund' s securities; and
(ix) 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.
(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 in
accordance with the requirements of the 1940 Act. 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
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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 Instructions or
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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;
(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 received by PFPC Trust as
custodian of the Property 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
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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;
(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, on a
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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:
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(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 may be
commingled with other assets held in such capacities.
(iii) PFPC Trust and its sub-custodian, if any, will settle transactions as
provided in subsections 14(j) and 14(k) below.
(iv) PFPC Trust will provide the Fund with copies of any reports obtained
by PFPC Trust on the system of internal accounting control of the
Book-Entry System promptly after receipt of such a report by PFPC
Trust. PFPC Trust will also provide the Fund with such reports on its
own system of internal control as the Fund may reasonably request
from time to time.
(f) Registration of Securities. All Securities held for a Portfolio which are
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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 vote any
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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
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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:
(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.
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(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 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 (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
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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
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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;
(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.
------------------------
(i) PFPC Trust shall furnish to the Fund the following reports:
(A) such periodic and special reports as the Fund may reasonably
request;
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(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.
(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
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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. Upon termination, PFPC Trust shall not be
required to make any delivery or payment of assets in such amount as PFPC
Trust may have a good faith claim against the Fund, until full payment
shall have been made to PFPC Trust of all of its fees, compensation, costs
and expenses claimed by it in good faith. PFPC Trust shall have a
contractual possessory security interest in and shall (upon notice) have a
right of 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 otherwise in carrying out its custodial function 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 PFPC Trust or its nominee.
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 000 Xxxxxxxx Xxxxxxx, Xxxxxxxxxx, Xxxxxxxx 00000,
Attention: Xxxxxx X. Xxxxxxx, President, with a copy to Drinker
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Xxxxxx & Xxxxx LLP, One Xxxxx Square, 00/xx/ xxx Xxxxxx Xxxxxxx,
Xxxxxxxxxxxx, Xxxxxxxxxxxx 00000-0000, Attention: W. Xxxxx XxXxxxxx, III,
Secretary; 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 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. Such delegate or assignee shall
be bound by the terms of this Agreement as though an original party hereto.
PFPC Trust shall unconditionally guarantee the performance of the delegate
or assignee under the terms and conditions of this Agreement. The Fund
agrees that without the need to comply with the foregoing
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sentence, PFPC Trust may delegate any or all of its services and duties
hereunder to PNC Bank, National Association (or a successor thereto). In
addition, the Fund understands and agrees that PFPC Trust has as of the
date hereof delegated certain of its services and duties to PNC Bank,
National Association (or a successor thereto) without the need to comply
with the foregoing requirements of this Section 18.
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.
(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.
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(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.
(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 October 21, 1998, 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: /s/ Illegible
------------------------------
Title: Senior Vice President
---------------------------
PROVIDENT INSTITUTIONAL FUNDS
By: /s/ Xxxxxx X. Xxxxxxx
------------------------------
Title:____________________________
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AUTHORIZED PERSONS APPENDIX
NAME (Type) SIGNATURE
____________________________ ______________________________
____________________________ ______________________________
____________________________ ______________________________
____________________________ ______________________________
____________________________ ______________________________
____________________________ ______________________________
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