EXHIBIT (8)(a)
AMENDED AND RESTATED CUSTODIAN AGREEMENT
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THIS AGREEMENT is made as of October 28, 1992 by and between PENN
SERIES FUNDS, INC., a Maryland corporation ("Penn Series"), and PROVIDENT
NATIONAL BANK, a national banking association ("Provident").
W I T N E S S E T H :
WHEREAS, Penn Series is registered as an open-end, diversified
management investment company under the Investment Company Act of 1940, as
amended (the "1940 Act") and issues various classes of shares of Common Stock
$.10 par value ("Shares");
WHEREAS, Penn Series desires to retain Provident to serve as the
custodian of the portfolios cash and other property of all of the investment
portfolios of Penn Series (collectively, the "Portfolios"), listed on Appendix A
attached hereto, and Provident is willing to so serve as custodian; and
NOW, THEREFORE, in consideration of the premises and mutual covenants
herein contained, it is agreed between the parties hereto as follows:
1. Appointment. For the period and on the terms set forth in this
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Agreement, Penn Series hereby appoints Provident to act as custodian of the
portfolio securities, cash and other property belonging to the Portfolios, and
as a "third party expert" as hereinafter defined in connection with foreign
subcustodians recommended by Provident who have entered into an agreement with
Penn Series and Provident. Provident accepts such appointments and agrees to
furnish the services herein set forth in return for the compensation as provided
in Paragraph 21 of
this Agreement. As used herein, "third party expert," a term used in Investment
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Company Institute (SEC No-Act.) (pub. avail. Nov. 4, 1987), shall mean a party
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providing the custodial and other services set forth in this Agreement.
Provident agrees to comply with all relevant provisions of the 1940 Act and
applicable rules and regulations thereunder. Penn Series may from time to time
issue separate series, classes or classify and reclassify shares of such series
or class. Provident shall identify to each such series or class property
belonging to such series or class and in such reports, confirmations and notices
to Penn Series called for under this Agreement shall identify the series or
class to which such report, confirmation or notice pertains.
2. Delivery of Documents. Penn Series has furnished Provident with
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copies properly certified or authenticated of each of the following:
(a) Resolutions of the Board of Directors of Penn Series
authorizing the appointment of Provident as custodian of the portfolio
securities, cash and other property belonging to Penn Series and approving this
Agreement;
(b) Appendix B identifying and containing the signatures of the
officers of Penn Series and/or other persons authorized to issue Oral
Instructions and to sign Written Instructions, as hereinafter defined, on behalf
of Penn Series;
(c) Articles of Incorporation of Penn Series filed with the
Department of Assessments and Taxation of the State of Maryland on April 22,
1982 and all amendments thereto (such Articles of Incorporation, as presently in
effect and as they shall from time to time be amended, are herein called the
"Charter");
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(d) The By-Laws of Penn Series and all amendments thereto (such
By-Laws, as presently in effect and as they shall from time to time be amended,
are herein called the "By-Laws");
(e) The Investment Advisory Agreements between the investment
advisers to the Portfolios (each an "Advisor") and Penn Series (each an
"Advisory Agreement");
(f) The Amended and Restated Administrative and Corporate Services
Agreement between Penn Series and The Penn Mutual Life Insurance Company dated
as of November 1, 1992 (the "Administration and Corporate Services Agreement");
(g) The Transfer Agency Agreement between Provident Financial
Processing Corporation (the "Transfer Agent") and the Fund dated as of May 31,
1983, as amended June 10, 1988 (the "Transfer Agency Agreement");
(h) The Accounting Services Agreement between the Transfer Agent
and Penn Series dated as of May 1, 1989 (the "Accounting Services Agreement");
(i) The Notification of Registration filed by Penn Series pursuant
to Section 8(a) of the 1940 Act on Form N-8A under the 1940 Act as filed with
the Securities and Exchange Commission ("SEC") on November 6, 1969;
(j) The Fund's most recent Post-Effective Amendment to the Form N-
lA Registration Statement filed by Penn Series under the Securities Act of 1933,
as amended ("▇▇▇ ▇▇▇▇ ▇▇▇") (File No. 2-35305) and under the 1940 Act as filed
with the SEC on March 10, 1989 and all amendments thereto;
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(k) The most recent prospectus or prospectuses of Penn Series
relating to Shares (such prospectus or prospectuses, as presently in effect and
all amendments and supplements thereto are herein called the "Prospectus"); and
(l) A copy of either (i) a filed notice of eligibility to claim
the exclusion from the definition of "commodity pool operator" contained in
Section 2(a)(1)(A) of the Commodity Exchange Act ("CEA") that is provided in
Rule 4.5 under the CEA, together with all supplements as are required by the
Commodity Futures Trading Commission ("CFTC"), or (ii) a letter which has been
granted Penn Series by the CFTC which states that Penn Series will not be
treated as a "pool" as defined in section 4.10(d) of the CFTC's General
Regulations, or (iii) a letter which has been granted Penn Series by the CFTC
which states that the CFTC will not take any enforcement action if Penn Series
does not register as a "commodity pool operator."
Penn Series will furnish Provident from time to time with copies,
properly certified or authenticated, of all amendments of or supplements to the
foregoing, if any.
3. Definitions.
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(a) "Authorized Person". As used in this Agreement, the term
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"Authorized Person" means any of the officers of Penn Series and any other
person, whether or not any such person is an officer or employee of Penn Series,
duly authorized by the Board of Directors of Penn Series to give Oral and
Written Instructions on behalf of Penn Series and listed on the Certificate
annexed hereto as Appendix B or any amendment thereto as may be received by
Provident from time to time.
(b) "Book-Entry System". As used in this Agreement, the term
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"Book-Entry System" means the Federal Reserve Treasury book-entry system for
United States and
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federal agency securities, its successor or successors and its nominee or
nominees, and any book-entry system maintained by a clearing agency registered
with the SEC under Section 17A of the Securities Exchange Act of 1934 (the
111934 Act").
(c) "Oral Instructions". As used in this Agreement, the term
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"Oral Instructions" means oral instructions actually received by Provident from
an Authorized Person or from a person reasonably believed by Provident to be an
Authorized Person. Penn Series agrees to deliver to Provident Written
Instructions confirming Oral Instructions.
(d) "Property". The term "Property", as used in this Agreement,
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means:
(i) any and all securities and other property which Penn
Series may from time to time deposit, or cause to be deposited, with Provident
or which Provident may from time to time hold for Penn Series;
(ii) all income in respect of any of such securities or
other property;
(iii) all proceeds of the sale of any of such securities or
other property; and
(iv) all proceeds of the sale of securities issued by Penn
Series, which are received by Provident from time to time from or on behalf of
Penn-Series.
(e) "Written Instructions". As used in this Agreement, the term
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"Written Instructions" means written instructions delivered by hand, mail,
tested telegram, cable, telex or facsimile sending device, and received by
Provident and signed by an Authorized Person.
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4. Delivery and Registration of the Property. Penn Series will
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deliver or cause to be delivered to Provident all securities and all moneys
owned by it or any Portfolio, including cash received for the issuance of its
Shares, at any time during the period of this Agreement. Provident will not be
responsible for such securities and such moneys until actually received by it.
All securities delivered to Provident (other than in bearer form) shall be
registered in the name of Penn Series on behalf of a Portfolio or shall be
properly endorsed and in form for transfer satisfactory to Provident.
Securities shall only be registered in the name of Penn Series on behalf of a
Portfolio, the name of Provident or of a nominee of Provident or in the name of
a sub-custodian or a nominee of any such sub-custodian appointed pursuant to
Paragraph 6 hereof.
5. Receipt and Disbursement of Money.
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(a) Provident shall open and maintain a separate custodial account
or accounts in the name of each Portfolio, subject only to draft or order by
Provident acting pursuant to the terms of this Agreement, and shall hold in such
account or .accounts, subject to the provisions hereof, all cash received by it
from or for the account of each Portfolio (other than cash maintained by a
Portfolio in a bank account established and used in accordance with Rule 17f-3
under the 1940 Act). Provident shall make payments of cash to, or for the
account of, a Portfolio from such cash only (i) for the purchase of securities
for a Portfolio as provided in Paragraph 13 hereof; (ii) upon receipt of Written
Instructions, for the payment of interest, dividends, taxes, administration,
accounting, distribution, advisory or management fees or expenses which are to
be borne by Penn Series or a Portfolio under the terms of this Agreement, an
Advisory Agreement, the Administrative and Corporate Services Agreement, the
Accounting Services Agreement, and the Transfer Agency Agreement; (iii) upon
receipt of Written
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Instructions, for payments in connection with the conversion, exchange or
surrender of securities owned or subscribed to by a Portfolio and held by or to
be delivered to Provident; (iv) to a sub-custodian pursuant to Paragraph 6
hereof; (v) for the redemption of Shares; (vi) for payment of the amount of
dividends received in respect of securities sold short; or (vii) upon receipt of
Written Instructions, for other proper purposes. No payment pursuant to
(i) above shall be made unless Provident has received a copy of the broker's or
dealer's confirmation or the payee's invoice, as appropriate.
(b) Provident is hereby authorized to endorse and collect all
checks, drafts or other orders for the payment of money received as custodian
for the accounts of the Portfolios.
6. Receipt of Securities.
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(a) Except as provided by Paragraph 7 hereof, Provident shall hold
and physically segregate in a separate account, identifiable at all times from
those of any other persons, firms, or corporations, all securities and non-cash
property received by it for the account of each Portfolio. All such securities
and non-cash property are to be held or disposed of by Provident for each
Portfolio pursuant to the terms of this Agreement. In the absence of Written
Instructions accompanied by a certified resolution of the Board of Directors of
Penn Series authorizing the transaction, Provident shall have no power or
authority to withdraw, deliver, assign, hypothecate, pledge or otherwise dispose
of any such securities and investments except in accordance with the express
terms provided for in this Agreement. In no case may any director, officer,
employee or agent of Penn Series withdraw any securities. In connection with its
duties under this Paragraph 6, Provident may, at its own expense, enter into
sub-custodian agreements
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with other banks or trust companies for the receipt of certain securities and
cash to be held by Provident for the account of a Portfolio pursuant to this
Agreement; provided that each such bank or trust company has an aggregate
capital, surplus and undivided profits, as shown by its last published report,
of not less than one million dollars ($1,000,000.) for a Provident subsidiary or
affiliate,.or of not less than twenty million dollars ($20,000,000) if such bank
or trust company is not a Provident subsidiary or affiliate and that in either
case such bank or trust company agrees with Provident to comply with all
relevant provisions of the 1940 Act and applicable rules and regulations
thereunder. Provident shall remain responsible for the performance of all of
its duties under this Agreement with respect to assets of each Portfolio held
under any sub-custodian agreement entered into by Provident and shall hold each
Portfolio harmless from the acts and omissions, under the standards of care
provided for herein, of any bank or trust company (except a foreign sub-
custodian) that it might choose pursuant to this Paragraph 6.
(b) Where securities are transferred to an account of a Portfolio
established pursuant to Paragraph 7 hereof, Provident shall also by book-entry
or otherwise identify as belonging to a Portfolio the quantity of securities in
a fungible bulk of securities registered in the name of Provident (or its
nominee) or shown in Provident's account on the books of the Book-Entry System.
At least monthly and from time to time, Provident shall furnish Penn Series with
a detailed statement of the Property held for each Portfolio under this
Agreement.
7. Use of Book-Entry System. Provident may (a) deposit in the Book-
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Entry System all securities belonging to a Portfolio which are eligible for
deposit therein and (b) utilize the Book-Entry System to the extent possible in
connection with settlements of purchases and
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sales of securities the Portfolios, and deliveries and returns of securities
loaned, subject to repurchase agreements or used as collateral in connection
with borrowings, in accordance with applicable Federal Reserve Board and
Securities and Exchange Commission rules and regulations and subject to the
following provisions:
(a) Securities and any cash of any Portfolio deposited in the Book-
Entry System will at all times be segregated from any assets and cash controlled
by Provident in other than a fiduciary or custodian capacity but may be
commingled with other assets held in such fiduciary capacities. Provident and
its sub-custodian, if any, will pay out money only upon receipt of securities
and will deliver securities only upon the receipt of money. With respect to
securities of a Portfolio which are maintained in the Book-Entry System, the
records of the Custodian shall identify by book-entry those securities belonging
to such Portfolio. The Custodian shall furnish each Portfolio with
confirmations (in the form of a written advice or notice) of transfers to or
from the account of that Portfolio and shall furnish to each Portfolio copies of
daily transaction sheets reflecting each day's transactions in the Book-Entry
System for the account of that Portfolio.
(b) All books and records maintained by Provident which relate to
Provident's participation in the Book-Entry .System will. at all times during
Provident's regular business hours be open to the inspection of duly authorized
employees or agents of Penn Series, and to the duly authorized employees of any
governmental authority having supervisory jurisdiction over Penn Series,
including but not limited to insurance or banking `regulatory authorities, and
Penn Series will be furnished with all information in respect of the services
rendered to it as it may require.
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(c) Provident will provide Penn Series with copies of any report
obtained by Provident on the system of internal accounting control of the Book-
Entry System promptly after receipt of such a report by Provident. Provident
will also provide Penn Series with such reports on its own system of internal
control as Penn series may reasonably request from time to time.
(d) Provident will not be responsible for losses from the acts and
omissions of any entity within the Book-Entry System or any depository which is
a registered clearing agency,, unless such losses are due to the negligence of
Provident.
(e) Commencing on the date hereof and hereafter on an annual basis,
the custodian shall not deposit securities in the Book-Entry System in the
absence of receipt of a certificate of the Secretary or an Assistant Secretary
that the Board of Directors of Penn Series has approved the use of the Book-
Entry System and receipt of an annual certificate of the Secretary or an
Assistant Secretary that the Board of Directors of Penn Series has reviewed the
use of the Book-Entry System, as required in each case by Rule 17f-4 under the
1940 Act.
(f) Anything to the contrary in this Agreement notwithstanding,
Provident shall be liable to Penn Series for any loss or expense (including
reasonable attorneys' fees), or damage to any Portfolio resulting from use of
the Book-Entry System by reason of negligence of Provident or any of its agents
or any of their employees or agents or from failure of Provident or any such
agent to enforce effectively such rights as it may have against the Book-Entry
System. At the election of Penn Series, it shall be entitled to be subrogated
to the rights of Provident with respect to any claim against the Book-Entry
System or any other person which
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Provident may have a right against as a consequence of such loss, expense or
damage, if and to the extent any Portfolio has not been made whole for any such
loss, expense, or damage.
8. Instructions Consistent with Charter, etc.
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(a) Unless otherwise provided in this Agreement, Provident shall act
only upon Oral and Written Instructions. Although Provident may know of the
provisions of the Charter and By-Laws of Penn Series, Provident may assume that
any Oral or Written Instructions received hereunder are not in any way
inconsistent with any provisions of such Charter or By-Laws or any vote,
resolution or proceeding of the Shareholders, or of the Board of Directors, or
of any committee thereof,
(b) Provident shall be entitled to rely upon any Oral Instructions and
any Written Instructions actually received by Provident pursuant to this
Agreement. Penn Series agrees to forward to Provident Written Instructions
confirming Oral Instructions in such manner that the Written Instructions are
received by Provident by the close of business of the same day that such Oral
Instructions are given to Provident. Penn Series agrees that the fact that such
confirming Written Instructions are not received by Provident shall in no way
affect the validity of the transactions or enforceability of the transactions
authorized by Penn Series by giving Oral Instructions. Penn Series agrees that
Provident shall incur no liability to Penn series in acting upon Oral
Instructions given to Provident hereunder concerning such transactions provided
Provident reasonably and in good faith believes, in accordance with the
standards of care set forth in Section 22, the instructions to be properly
authorized and executed.
9. Transactions Not Requiring Instructions. In the absence of
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contrary Written Instructions, Provident is authorized to take the following
actions:
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(a) Collection of Income and other Payments. Provident shall:
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(i) collect and receive for the account of each Portfolio, all
income and other payments and distributions, including (without limitation)
stock dividends, rights, bond coupons, option premiums and similar items,
included or to be included in the Property, and promptly advise Penn Series of
such receipt and shall credit such income, as collected, to the custodian
accounts of each Portfolio;
(ii) endorse and deposit for collection, in the name of Penn
Series, checks, drafts, or other orders for the payment of money on the same day
as received;
(iii) receive and hold for the account of each Portfolio all
securities received as a distribution on its portfolio 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 portfolio securities belonging to
Portfolio held by Provident hereunder;
(iv) present for payment and collect the amount payable upon all
securities which may mature or be called, redeemed, or retired, or otherwise
become payable on the date such securities become payable; and
(v) take any action which may be 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 Paragraph 23 of this Agreement.
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(b) Document Forwarding. Provident shall deliver or cause to be
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delivered to Penn Series all proxies, proxy statements, authorizations, notices
and stockholder reports which Provident may receive with respect to Property of
any Portfolio. In the event that such Property is registered in the name of the
custodian or its nominee, such proxies or authorizations when so delivered to
Penn Series shall have been duly executed in blank by the custodian or its
nominee, as the case may be.
(c) Miscellaneous Transactions. Provident is authorized to deliver or
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cause to be delivered Property against payment or other consideration or written
receipt therefor in the following cases:
(i) for examination by a broker selling for the account of a
Portfolio in accordance with street delivery custom;
(ii) for the exchange of interim receipts or temporary securities
for definitive securities; and
(iii) for transfer of securities into the name of a Portfolio or
Provident or nominee of either, 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 Provident.
(d) Monitoring of Foreign Sub-Custodian. Provident shall:
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(i) obtain and transmit to Penn Series the reports of any
foreign sub-custodian referenced in Section 16 of this Agreement or Rule 17f-5;
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(ii) monitor the level of service being provided to Penn Series
by any foreign sub-custodian for the purpose of assisting the Board of Directors
of Penn Series in its on-going and annual evaluation of such foreign
subcustodian and the evaluation of foreign custodial arrangements required under
Rule 17f-5.
(iii) obtain from the foreign sub-custodian and transmit to Penn
Series any other information reasonably required by the Board of Directors of
Penn Series pursuant to Rule 17f-5; and
(iv) facilitate communication between the foreign sub-custodian
and Penn Series by transmitting information provided by either party to the
other, as requested by either of such parties.
10. Transactions Requiring Instructions. Upon receipt of Oral or Written
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Instructions and not otherwise, Provident, directly or through the use of the
Book-Entry System, shall:
(a) execute and deliver to such persons as may be designated in such
Oral or Written Instructions, consents and any other instruments whereby the
authority of a Portfolio as owner of any securities may be exercised, except for
such proxies, authorizations and instruments delivered to Penn Series pursuant
to Paragraph 9(b) hereof;
(b) 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;
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(c) 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;
(d) make such transfers or exchanges of the assets of a Portfolio
and take such other steps as shall be stated in said oral or Written
Instructions to be for the purpose of effectuating any duly authorized plan of
liquidation, reorganization, merger, consolidation or recapitalization of Penn
Series;
(e) release securities belonging to a Portfolio to any bank or trust
company for the purpose of pledge or hypothecation to secure any loan incurred
by Penn series; provided, however, that securities shall be released only upon
payment to Provident 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;
(f) release and deliver securities owned by a Portfolio in
connection with any repurchase agreement entered into on behalf of that
Portfolio, but only on receipt of payment therefor; and pay out moneys of that
Portfolio in connection with such repurchase agreements, but only upon the
delivery of the securities; and
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(g) otherwise transfer, exchange or deliver securities in
accordance with oral or Written Instructions.
11. Segregated Accounts.
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(a) Provident shall upon receipt of Written or Oral
Instructions establish and maintain a segregated account or accounts on its
records for and on behalf of each Portfolio, into which account or accounts may
be transferred cash and/or securities, including securities in the Book-Entry
System (i) for the purposes of compliance by Penn Series with the procedures
required by a securities or option exchange, providing such procedures comply
with the 1940 Act and Release No. 10666 or any subsequent release or releases of
the SEC relating to the maintenance of segregated accounts by registered
investment companies, and (ii) for other proper corporate purposes, but only, in
the case of clause (ii), upon receipt of Written Instructions.
(b) Provident may enter into separate custodial agreements
with various futures commission merchants ("FCMs") that Penn Series uses (each
an "FCM Agreement"), pursuant to which margin deposits of Penn Series in any
transactions involving futures contracts and options on futures contracts will
be held by Provident in accounts (each an "FCM Account") subject to the
disposition by the FCM involved in such contracts in accordance with the
customer contract between FCM and Penn Series ("FCM Contract"), SEC rules
governing such segregated accounts, CFTC rules and the rules of the applicable
commodities exchange. Such FCM Agreements shall only be entered into upon
receipt of Written Instructions from Penn Series which state that (i) a customer
agreement between the FCM and Penn Series has been entered into; and (ii) Penn
Series is in compliance with all the rules and regulations of the
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CFTC. Transfers of initial margin shall be made into an FCM Account only upon
Written Instructions; transfers of premium and variation margin may be made into
an FCM Account pursuant to Oral Instructions. Transfers of funds from an FCM
Account to the FCM for which Provident holds such an account may only occur upon
certification by the FCM to Provident that pursuant to the FCM Agreement and the
FCM Contract, all conditions precedent to its right to give Provident such
instruction have been satisfied.
12. Dividends and Distributions. Penn Series shall furnish Provident
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with appropriate evidence of action by the Board of Directors of Penn Series
declaring and authorizing the payment of any dividends and distributions. Upon
receipt by Provident of Written Instructions with respect to dividends and
distributions declared by the Board of Directors of Penn Series and payable to
Shareholders who have elected in the proper manner to receive their
distributions or dividends in cash, and in conformance with procedures mutually
agreed upon by Provident, Penn Series, and the Transfer Agent, Provident shall
pay to the Fund's Transfer Agent, as agent for the Shareholders, an amount equal
to the amount indicated in said Written Instructions as payable by Penn Series
to such Shareholders for distribution in cash by the Transfer Agent to such
Shareholders. In lieu of paying the Transfer Agent cash dividends and
distributions, Provident may arrange for the direct payment of cash dividends
and distributions to Shareholders by Provident in accordance with such
procedures and controls as are mutually agreed upon from time to time by and
among Penn Series, Provident and the Transfer Agent.
13. Purchases of Securities. Promptly after each decision to
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purchase securities by an Advisor, Penn Series, through such Advisor, shall
deliver to Provident Oral Instructions specifying with respect to each such
purchase: (a) the name of the issuer and the title
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of the securities, (b) the number of shares or the principal amount purchased
and accrued interest, if any, (c) the date of purchase and settlement, (d) the
purchase price per unit, (e) the total amount payable upon such purchase,
(f) the name of the person from whom or the broker through whom the purchase was
made, and (g) the Portfolio for which the purchase was made. Provident shall
upon receipt of securities purchased by or for any Portfolio pay out of the
moneys held for the account of such 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.
14. Sales of Securities. Promptly after each decision to sell
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securities by an Advisor or exercise of an option written by a Portfolio, Penn
Series, through the Advisor, shall deliver to Provident Oral Instructions,
specifying with respect to each such sale: (a) the name of the issuer and the
title of the security, (b) the number of shares or principal amount sold, and
accrued interest, if any, (c) the date of sale, (d) the sale p rice per unit,
(e) the total amount payable to Penn Series upon such sale, (f) the name of the
broker through whom or the person to whom the sale was made, and (g) the
Portfolio for which the sale was made. Provident shall deliver the securities
upon receipt of the total amount payable to the Portfolio on such sale, provided
that the same conforms to the total amount payable as set forth in such Oral
Instructions. Subject to the foregoing, Provident may accept payment in such
form as shall be satisfactory to it, and may deliver securities and arrange for
payment in accordance with the customs prevailing among dealers in securities.
15. Records. The books and records pertaining to Penn Series which
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are in the possession of Provident shall be the property of Penn Series. Such
books and records shall be
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prepared and maintained as required by the 1940 Act and rules and regulations
thereunder and other applicable securities laws and regulations. Authorized
representatives of Penn Series, and the duly authorized employees of any
governmental authority having supervisory jurisdiction over Penn Series,
including but not limited to insurance or banking regulatory authorities, shall
have access to such books and records, and, to the extent practicable and in
accordance with demand by such authorities, to the work papers underlying such
books and records, at all times during Provident's normal business hours. Upon
the reasonable request of Penn Series, copies of any such books and records
shall be provided by Provident to Penn Series or the authorized representative
of Penn Series at the expense of Penn Series.
16. Reports.
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(a) Provident shall furnish Penn Series the following
reports:
(1) such periodic and special reports as Penn Series
may reasonably request;
(2) a monthly statement summarizing all transactions
and entries for the account of each Portfolio, listing the portfolio
securities 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;
(3) the reports to be furnished to Penn Series
pursuant to Rule 17f-4; and
(4) the monthly and annual reports of the foreign
sub-custodian or any reports required under Rule 17f-5; and
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(5) such other information as may be agreed upon
from time to time between Penn Series and Provident.
(b) Provident shall transmit promptly to Penn Series any
proxy statement, proxy materials, notice of a call or conversion or similar
communications received by it as Custodian of the Property.
(c) Provident shall furnish the Insurance Commissioner of
the State of California with any information or reports in connection with the
services provided in this Agreement which the Insurance Commissioner may request
in order to ascertain whether the operations of Penn Series are being conducted
in a manner consistent with the Insurance Code and Regulations of the State of
California, and any other applicable law or regulations.
17. Cooperation with Accountants. Provident shall cooperate with the
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independent public accountants of Penn Series and shall take all reasonable
action in the performance of its obligations under this Agreement to assure that
the necessary information is made available to such accountants for the
expression of their opinion, as such may be required from time to time by Penn
Series.
18. Confidentiality. Provident agrees on behalf of itself and its
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employees to treat confidentially all records and other information relative to
Penn Series and its prior, present, or potential Shareholders, except, after
prior notification to Penn Series, which notification need not be given where
Provident may be exposed to civil or criminal contempt proceedings for failure
to divulge such information to the appropriate state or federal regulatory or
judicial authorities, or when so requested, by Penn Series.
20
19. Right to Receive Advice.
-----------------------
(a) Advice of Fund. If Provident shall be in doubt as to any
--------------
action to be taken or omitted by it, it may request, and shall receive, from
Penn Series directions or advice, including Oral or Written Instructions where
appropriate.
(b) Advice of Counsel. If Provident shall be in doubt as to
-----------------
any question of law involved in any action to be taken or omitted by Provident,
it may request advice at its own cost from such counsel as agreed upon by the
parties to this Agreement.
(c) Conflicting Advice. In case of conflict between
------------------
directions, advice or Oral or Written Instructions received by Provident
pursuant to subparagraph (a) of this paragraph and advice received by Provident
pursuant to subparagraph (b) of this paragraph, Provident shall be entitled to
rely on and follow the advice received pursuant to the latter provision alone.
(d) Protection of Provident. Provident shall be protected in
-----------------------
any action or inaction which it takes in reliance on any directions, advice or
Oral or Written Instructions received pursuant to subparagraphs (a) or (b) of
this paragraph which Provident, after receipt of any such directions, advice or
Oral or Written Instructions, in good faith believes to be consistent with such
directions, advice or Oral or Written Instructions, as the case may be. However,
nothing in this paragraph shall be construed as imposing upon Provident any
obligation (i) to seek such directions, advice or Oral or Written Instructions,
or (ii) to act in accordance with such directions, advice or Oral or Written
Instructions when received, unless, under the terms of another provision of this
Agreement, the same is a condition to Provident's properly taking or omitting to
take such action. Nothing in this subsection shall excuse Provident when an
action or
21
omission on the part of Provident constitutes willful misfeasance, bad faith,
gross negligence or reckless disregard by Provident of any duties or obligations
under this Agreement.
20. Compensation. As compensation for the services rendered by
------------
Provident during the term of this Agreement, Penn Series will. pay to Provident
monthly fees that shall be agreed upon from time to time in writing by Provident
and Penn Series.
21. Indemnification. (a) Penn Series, on behalf of the Portfolios as
---------------
owners of the Property, agrees to indemnify and hold harmless Provident and its
nominees from all taxes, charges, expenses, assessments, claims and liabilities
(including, without limitation, liabilities arising under the 1933 Act, the 1934
Act, the 1940 Act, the CEA, and any state and foreign securities and blue sky
laws, all as or to be amended from time to time) and expenses, including
(without limitation) attorneys' fees and disbursements, arising directly or
indirectly (i) from the fact that securities included in the Property are
registered in the name of any such nominee or (ii) without limiting the
generality of the foregoing clause (i) from any action or thing which Provident
takes or does or omits to take or do (A) at the request or on the direction of
or in reliance on the advice of Penn Series or (B) upon Oral or Written
Instructions, provided, however, in all cases neither Provident nor any of its
nominees shall be indemnified against any liability to Penn Series or to its
Shareholders (or any expenses incident to such liability) arising out of
Provident's or such nominee's own negligent breach of its duties or
responsibilities under this Agreement, or from its willful misconduct. In the
event of any advance of cash for any purpose made by Provident resulting from
oral or Written Instructions of Penn series, or in the event that Provident or
its nominee 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
22
arise from its or its nominee's own negligent action, negligent failure to act
or willful misconduct, any Property at any time held for the account of the
Portfolios shall be security therefor.
(b) If in any case Penn Series is asked to indemnify or hold
Provident harmless, Penn Series shall be fully and promptly advised of all
pertinent facts concerning the situation in question, and Provident shall use
all reasonable care to identify and notify Penn Series promptly concerning any
situation which presents or appears likely to present the probability of such a
claim for indemnification against Penn Series. Penn Series shall have the option
to defend Provident against any claim which may be the subject of
indemnification, and in the event that Penn Series so elects, it shall notify
Provident, and thereupon Penn Series shall take over complete defense of the
claim and Provident shall in such situation initiate no further legal or other
expenses for which it shall seek indemnification under this Section. Provident
shall in no case confess any claim or make any compromise in any case in which
Penn Series will be asked to indemnify Provident except with Penn Series' prior
written consent. Nothing in here shall be construed to limit any right or cause
of action on the part of Provident under this Agreement which is independent of
any right or cause of action on the part of Penn Series.
(c) Provident agrees to indemnify and hold harmless Penn Series and
its nominees from all charges, expenses, assessments, claims and liabilities
(including, without limitation, liabilities arising under the 1933 Act, the 1934
Act, the 1940 Act, and any state and blue sky laws, all as or to be amended from
time to time), including (without limitation) attorneys' fees and disbursements,
arising directly or indirectly from any action or thing which Provident takes or
does or omits to take or do arising out of Provident's or such nominee's own
negligent breach of its duties or responsibilities under this `Agreement, or
from its willful misconduct.
23
(d) If in any case Provident is asked to indemnify or hold Penn
Series harmless, Provident shall be fully and promptly advised of all pertinent
facts concerning the situation in question, and Penn Series shall use all
reasonable care to identify and notify Provident promptly concerning any
situation which presents or appears likely to present the probability of such a
claim for indemnification against Provident. Provident shall have the option to
defend Penn Series against any claim which may be the subject of
indemnification, and in the event that Provident so elects, it shall notify Penn
Series, and thereupon Provident shall take over complete defense of the claim
and Penn Series shall in such situation initiate no further legal or other
expenses for which it shall seek indemnification under this Section. Penn Series
shall in no case confess any claim or make any compromise in any case in which
Provident will be asked to indemnify Penn Series except with Provident's prior
written consent. Nothing herein shall be construed to limit any right or cause
of action on the part of Penn Series under this Agreement which is independent
of any right or cause of action on the part of Provident.
22. Responsibility of Provident. Provident shall be under no duty to
---------------------------
take any action on behalf of Penn Series except as specifically set forth herein
or as may be specifically agreed to by Provident in writing. In the performance
of its duties hereunder, Provident shall be obligated to exercise care and
diligence and to act in good faith and to use its best efforts within reasonable
limits to insure the accuracy and completeness of all services performed under
this Agreement. Provident shall be responsible for its own negligent failure to
perform its duties under this Agreement. Without limiting the generality of the
foregoing or of any other provision of this Agreement, Provident in connection
with its duties under this Agreement shall not be under any duty or obligation
to inquire into and shall not be liable for or in respect of (a) the validity or
24
invalidity or authority or lack thereof of any oral or Written Instruction,
notice or other instrument which conforms to the applicable requirements of this
Agreement, if any, and which Provident 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 sale (or exchange) of any Property or the
propriety or impropriety of the amount for which such Property is sold (or
exchanged). Provident shall not be under any duty or obligation to ascertain
whether any Property at any time delivered to or held by Provident may properly
be held by or for a Portfolio or Penn Series. Provident will not be responsible
for losses resulting from circumstances beyond Provident's reasonable ..control.
In the event of a loss, damage or injury to Penn Series securities which had
been received by Provident and were in the possession of Provident, its sub-
custodian or agent immediately prior to such loss, Provident will, upon the
request of Penn Series, either replace such securities with other securities of
like kind and quality, or, if acceptable to Penn Series, remit to Penn Series on
behalf of the affected Portfolio cash equal to the fair market value of the
securities as of the date when the loss was discovered. Provident shall have no
liability to Penn Series or any Portfolio for any losses or damages the nature
of which is or was remote, unforeseen, unforeseeable and beyond the scope of
reasonable anticipation at the time this Agreement was executed.
23. Collections. Provident shall collect on a timely basis all
-----------
income and other payments with respect to registered securities held hereunder
to which Penn Series shall be entitled either by law or pursuant to custom in
the securities business, and shall collect on a timely basis all income and
other payments with respect to bearer securities if, on the date of payment by
25
the issuer, such securities are held by Provident or its agent, and shall credit
such Income or other Portfolios' custodian account. With respect to securities
of foreign issue, failure or delay in effecting collections shall be the
responsibility of Provident to the extent that such failure or delay is due to
Provident's own negligence or misconduct.
Provident shall also receive and collect all stock dividends, rights
and other items of like nature as and when they become due or payable. Income
due Penn Series on securities loaned by Penn Series shall be the responsibility
of Penn series. Provident shall have no duty or responsibility in connection
therewith other than to provide Penn Series with such information or data as may
be necessary to assist Penn Series in arranging for the timely delivery to
Provident of the income to which Penn Series is entitled.
In any case in which Provident does not receive any payment due Penn
Series within a reasonable time after Provident has made proper demands for the
same, it shall so notify Penn Series in writing, including copies of all demand
letters, any written responses thereto, and memoranda of all oral responses
thereto and to telephonic demands, and await instructions from Penn Series.
Provident shall not be obliged to take legal action for collection unless and
until reasonably indemnified to its satisfaction.
24. Duration and Termination. This Agreement shall continue until
------------------------
termination by Penn Series or by Provident on one hundred and eighty (180) days
written notice. Upon any termination of this Agreement, pending appointment of
a successor to Provident or vote of the Shareholders of Penn Series to dissolve
or to function without a custodian of its cash, securities or other property,
Provident shall not deliver cash, securities or other property of Penn Series to
Penn Series, but may deliver them to a bank or trust company of Penn Series own
selection,
26
which bank or trust company shall meet the requirements of Section 17(f) of the
1940 Act. Anything to the contrary notwithstanding, Penn Series may immediately
terminate this Agreement in the event of the appointment of a conservator or
receiver for Provident by the Comptroller of the Currency or upon the happening
of a like event at the direction of an appropriate regulatory agency or court of
competent jurisdiction or, subject to and in accordance with the 1940 Act, if
Provident fails to perform in accordance with this Agreement. Upon any
termination of this Agreement, all books and records of Penn Series, as property
of Penn Series, shall be returned to Penn Series free of any claim or retention
of rights by Provident.
25. Notices. All notices and other communications, including Written
-------
Instructions (collectively referred to as "Notice" or "Notices" in this
paragraph), hereunder shall be in writing or by confirming telegram, cable,
telex or facsimile sending device. Notices shall be addressed (a) if to
Provident at Provident's address, ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇,
marked for the attention of the Custodian Services Department (or its
successor); (b) if to Penn Series, at the address of Penn Series; or (c) if to
neither of the foregoing, at such other address as shall have been notified to
the sender of any such Notice or other communication. If the location of the
sender of a Notice and the address of the addressee thereof are, at the time of
sending, more than 100 miles. apart, the Notice may be sent by first-class mail,
in which case it shall be deemed to have been given five days after it is sent,
or if sent by confirming telegram, cable, telex or facsimile sending device, it
shall be deemed to have been given immediately, and, if the location of the
sender of a Notice and the address of the addressee thereof are, at the time of
sending, not more than 100 miles apart, the Notice may be sent by first-class
mail, in which case it shall be deemed to have been given three days after it is
sent, or if sent by messenger, it shall be
27
deemed to have been given on the day it is delivered, or if sent by confirming
telegram, cable, telex or facsimile sending device, it shall be deemed to have
been given immediately. All postage, cable, telegram, telex and facsimile
sending device charges arising from the sending of a Notice hereunder shall be
paid by the sender.
26. Further Actions. Each party agrees to perform such further acts
---------------
and execute such further documents as are necessary to effectuate the purposes
hereof.
27. Amendments. This Agreement or any part hereof may be changed or
----------
waived only by an instrument in writing signed by the party against which
enforcement of such change or waiver is sought.
28. Delegation. On thirty (30) days prior written notice to Penn
----------
Series, Provident may assign its rights and delegate its duties hereunder to any
wholly-owned direct or indirect subsidiary of Provident National Bank or PNC
Financial Corp, provided that (i) the delegate agrees with Provident to comply
with all relevant provisions of the 1940 Act; (ii) Provident and such delegate
shall promptly provide such information as Penn Series may request, and respond
to such questions as Penn Series may ask, relative to the delegation, including
(without limitation) the capabilities of the delegate; and (iii) Provident shall
remain responsible for the performance of the delegate and of all such delegated
duties of Provident under this Agreement and hold Penn Series harmless from such
delegates acts and omissions, under the standards of care provided for herein.
No other assignment is permitted without the Fund's prior written consent.
28
29. 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.
30. Miscellaneous. This Agreement embodies the entire agreement and
-------------
understanding between the parties hereto, and supersedes all prior agreements
and understandings relating to the subject matter hereof, provided that the
parties hereto may embody in one or more separate documents their agreement, if
any, with respect to delegated and/or Oral Instructions. The captions in this
Agreement are included for convenience of reference only and in no way define or
delimit any of the provisions hereof or otherwise affect their construction or
effect. This Agreement shall be deemed to be a contract made in Pennsylvania
and governed by Pennsylvania law. If any provision of this Agreement shall be
held or made invalid by a court decision, statute, rule or otherwise, the
remainder of this Agreement shall not be affected thereby. This Agreement shall
be binding and shall inure to the benefit of the parties hereto and their
respective successors.
29
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be executed by their officers designated below as of the day and year first
above written.
PENN SERIES FUNDS, INC.
By /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
---------------------------------
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, President
PROVIDENT NATIONAL BANK
By /s/
---------------------------------
30
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be executed by their officers designated below as of the day and year first
above written.
PENN SERIES FUNDS, INC.
By /s/
---------------------------------
PROVIDENT NATIONAL BANK
By /s/
---------------------------------
31
APPENDIX A
PORTFOLIOS
----------
Penn Series Growth Equity Fund
Penn Series Value Equity Fund
Penn Series Flexibility Managed Fund
Penn Series International Equity Fund
Penn Series Quality Bond Fund
Penn Series High Yield Bond Fund
Penn Series Money Market Fund
AMENDED AND RESTATED CUSTODIAN AGREEMENT
BETWEEN PENN SERIES FUNDS, INC. AND PROVIDENT NATIONAL BANK
DATED AS OF OCTOBER 28, ▇▇▇▇
▇▇▇▇▇▇▇▇ ▇
----------
Authorized Persons*
-------------------
Name Signature
---- ---------
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
----------------------- -----------------------
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
----------------------- -----------------------
▇▇▇▇▇ ▇. ▇▇▇▇▇▇ /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
----------------------- -----------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇▇ /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
----------------------- -----------------------
▇▇▇▇▇ ▇. ▇▇▇▇▇▇ /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
----------------------- -----------------------
▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ /s/ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇
----------------------- -----------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
----------------------- -----------------------
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
----------------------- -----------------------
▇▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ /s/ ▇▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
----------------------- -----------------------
--------------------------------------------------------------------------------
*As provided in the Penn Series Board Resolutions dated November 1, 1992, a copy
of which is attached to Appendix B.
AMENDED AND RESTATED CUSTODIAN AGREEMENT
BETWEEN PENN SERIES FUNDS, INC. AND PROVIDENT NATIONAL BANK
DATED AS OF OCTOBER 28, ▇▇▇▇
▇▇▇▇▇▇▇▇ ▇
----------
Authorized Persons*
-------------------
Name Signature
---- ---------
▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, III /s/ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, III
----------------------- -----------------------
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
----------------------- -----------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
----------------------- -----------------------
▇▇▇▇▇ ▇. ▇▇▇▇▇ /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
----------------------- -----------------------
▇▇▇▇▇ ▇. ▇. ▇▇▇▇▇▇ /s/ ▇▇▇▇▇ ▇. ▇. ▇▇▇▇▇▇
----------------------- -----------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
----------------------- -----------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
----------------------- -----------------------
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
----------------------- -----------------------
--------------------------------------------------------------------------------
*As provided in the Penn Series Board Resolutions dated November 1, 1992, a copy
of which is attached to Appendix B.
AMENDED AND RESTATED CUSTODIAN AGREEMENT
BETWEEN PENN SERIES FUNDS, INC. AND PROVIDENT NATIONAL BANK
DATED AS OF OCTOBER 28, ▇▇▇▇
▇▇▇▇▇▇▇▇ ▇
----------
Authorized Persons*
-------------------
Name Signature
---- ---------
▇▇▇▇ ▇. ▇▇▇▇▇▇▇ /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇
----------------------- -----------------------
▇▇▇▇▇▇ ▇. ▇'▇▇▇▇▇ /s/ ▇▇▇▇▇▇ ▇. ▇'▇▇▇▇▇
----------------------- -----------------------
▇▇▇▇▇ ▇▇▇▇▇▇▇ /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇
----------------------- -----------------------
▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ /s/ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
---------------------- -----------------------
--------------------------------------------------------------------------------
*As provided in the Penn Series Board Resolutions dated November 1, 1992, a copy
of which is attached to Appendix B.
AMENDED AND RESTATED CUSTODIAN AGREEMENT
BETWEEN PENN SERIES FUNDS, INC. AND PROVIDENT NATIONAL BANK
DATED AS OF OCTOBER 28, ▇▇▇▇
▇▇▇▇▇▇▇▇ ▇
----------
Authorized Persons*
-------------------
Name Signature
---- ---------
▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇ /s/ ▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇
----------------------- -----------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
----------------------- -----------------------
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
----------------------- -----------------------
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
----------------------- -----------------------
--------------------------------------------------------------------------------
*As provided in the Penn Series Board Resolutions dated November 1, 1992, a copy
of which is attached to Appendix B.
AMENDED AND RESTATED CUSTODIAN AGREEMENT
BETWEEN PENN SERIES FUNDS, INC. AND PROVIDENT NATIONAL BANK
DATED AS OF OCTOBER 28, ▇▇▇▇
▇▇▇▇▇▇▇▇ ▇
----------
Authorized Persons*
-------------------
Name Signature
---- ---------
▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ /s/ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
----------------------- -----------------------
▇▇▇▇▇ ▇. ▇▇▇▇▇ /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
----------------------- -----------------------
▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
----------------------- -----------------------
--------------------------------------------------------------------------------
*As provided in the Penn Series Board Resolutions dated November 1, 1992, a copy
of which is attached to Appendix B.
Provident National Bank Institutional Custody Services
Airport Business Center ▇▇▇-▇▇▇-▇▇▇▇
▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
--------------------------------------------------------------------------------
PROVIDENT NATIONAL BANK
November 4, 1992
Mr. ▇▇▇▇▇ ▇▇▇▇▇▇▇
Penn Series Funds, Inc.
▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
SUBJECT: PENN SERIES FUNDS, INC.
CUSTODIAN FEES
Dear ▇▇. ▇▇▇▇▇▇▇:
This letter constitutes our agreement with respect to compensation to be
paid to Provident National Bank ("Provident") under the terms of an Amended and
Restated Custodian Agreement dated as of October 28, 1992, between you (the
"Company") and Provident in respect of the Penn Series International Equity Fund
(the "Fund"). Pursuant to Paragraph 20 of that agreement, and in consideration
of the services to be provided to you, you will pay Provident the following:
DOMESTIC PORTFOLIO HOLDINGS
---------------------------
1. An annual custody fee for the Fund shall be -015% for the first $100
million of average gross assets and -010% on the average gross assets which
exceed $100 million; exclusive of out-of-pocket expenses and transaction
charges. Custody fees shall be calculated daily and paid monthly.
2. The sweep services fee shall be .25% of assets (daily net excess cash
balances) swept into a fund approved of by you.
3. A transaction charge of $24.00 for each purchase or sale of a physical
security or delivery of a physical security upon its maturity date or delivery
of a physical security for reissuance; $10.00 for each purchase, sale or
maturity of a Federal book-entry security; $10.00 for each purchase, sale or
maturity or other book entry transaction for a DTC eligible security; $15-00 for
each purchase. sale or maturity or other transaction for a GNMA security; $30-00
for
each purchase, sale, exercise or expiration of an option contract position
(round trip); $50.00 for each sale, purchase or closing of a futures contract
position (round trip); $15.00 for each repurchase trade collateral tranche
received from an institution other than Provident (round trip); and $7.50 for
each repurchase trade collateral tranche received from Provident.
4. Currency movements to third parties: $50.00 per movement.
5. The above fees are all-inclusive with the exception of the usual out
of pocket expenses such as stamp duties, script charges, registration fees and
special taxes. Out-of-pocket expenses are inherent to international trading and
will vary according to your trading practices.
The fee for the period from the day of the year this Agreement is entered
into until the end of that year shall be prorated according to the proportion
which such period bears to the full annual period.
If the foregoing accurately sets forth our agreement and you intend to be
legally bound thereby, please execute a copy of this letter and return it to us.
Very truly yours,
PROVIDENT NATIONAL BANK
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇
-------------------------
▇▇▇▇ ▇. ▇▇▇▇▇▇
Vice President
Accepted:
PENN SERIES FUNDS, INC.
By: /s/
-------------------------------
Date:
-----------------------------
6. With respect to the Fund's daily net overdrawn cash balances, a
monthly charge shall be assessed based on the average federal funds rate for
that month.
7. Provident's out-of-pocket expenses including, but not limited to,
postage, telephone, telex, interest claim fees, federal express charges, Federal
Reserve and wire fees, transfer fees, registration fees and the incremental cost
of providing foreign custody services.
GLOBAL PORTFOLIO HOLDINGS
-------------------------
1. Asset based fees are based on the market value of the global custody
relationship and are per annum fees. Portfolio servicing includes account
administration, income collection, tax reclamation and corporate actions.
(Per Thousand)
Euro CDs....................................................... $.15
Eurobonds (Cedel).............................................. $.20
Country Band A................................................. $.55
Country Band B................................................. $.70
Country Band C................................................. $.80
Country Band D................................................ $1.00
Country Band E................................................ $1.20
Country Band F................................................ $2.50
2. Transactions Fees refer to principal transactions, which result in the
increment or decrement of an asset position, such as securities purchases and
sales, free receipts and deliveries of securities maturities, subscription to
new shares. opening and closing of futures contracts, etc.
Euro CDs...................................................... $45.00
Eurobonds (Cedel)............................................. $35.00
Country Band A................................................ $30.00
Country Band B................................................ $40.00
Country Band C................................................ $60.00
Country Band D................................................ $80.00
Country Band E................................................ $95.00
Country Band F............................................... $180.00
The Countries in each band are as follows:
Band A: Canada, Japan, United Kingdom
Band B: Germany. Netherlands
Band C: ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇
Band D: Austria, Belgium, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇
Band E: Denmark, Finland, Italy, Malaysia, Mexico, Norway,
Singapore, South Africa, Spain, Sweden, Switzerland
Band F: Greece, Indonesia, Philippines, Portugal, Thailand, Turkey
October 1, 1994
PENN SERIES FUND, INC.
Re: Custodian Fees
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Dear Sir/Madam:
This letter constitutes our agreement with respect to compensation to
be paid to PNC Bank, National Association under the terms of an Amended and
Restated Custodian Agreement dated October 28, 1992 between you (the "Fund") and
Provident National Bank, r-ow PNC Bank, National Association ("PNC Bank") .
Pursuant to Paragraph 20 of that agreement, and in consideration of the services
to b provided to you, you will pay PNC Bank the following:
1. An annual custody fee of .020% for the first $100 million of
average gross assets and .010% of the average gross assets in excess of $100
million; exclusive of out-of-pocket expenses and transaction charges. Custody
fees shall be calculated daily and paid monthly.
2. A transaction charge of $25.00 for each purchase or Sale of a
physical security or delivery of a physical security upon its maturity date or
delivery of a physical security for reissuance; $10.00 for each purchase, sale,
free receive or free deliver, or maturity of a federal book-entry security, DTC
eligible security or other book-entry transaction, or of a direct commercial
par-er issue; $15.00 for each purchase, sale, free receive or free deliver, or
maturity of or other book-entry transaction for a GNMA security; $30.00 for each
purchase, sale, exercise or expiration of an option contract position (round
trip) ; $50.00 for each sale, purchase, exercise or expiration of a futures
contract position (round trip) ; $7.50 for each repurchase trade collateral
tranche with PNC Bank (round trip) ; and $15. 00 for each repurchase trade
collateral tranche received from an institution other than PNC Bank (round
trip).
3. With respect to the per portfolio daily net overdrawn cash
balances, a monthly charge shall be assessed based on 100% of the average
federal funds rate for that month.
4. PNC Bank's out-of-pocket expenses including, but not limited to,
postage, telephone, telex, overnight express charges, foreign sub-custody fees,
Federal Reserve wire fees, confirmation fees and pricing services.
5. Upon-the Fund's written instruction, PNC Bank will sweep any net
excess cash balances daily into an investment vehicle designated in writing by
the Fund and agreed to by PNC Bank and will credit the Fund with such sweep
earnings on a monthly basis. PNC Bank will be paid .25% of assets swept.
The fee for the period from the day of the year this Agreement is
entered into until the end of that year shall be prorated according to the
proportion which such period bears to the full annual period.
If the foregoing accurately sets forth our agreement and you intend to
be legally bound thereby, please execute a copy of this letter and return it to
us.
Very truly yours,
PNC BANK, NATIONAL ASSOCIATION
By: /s/
--------------------------------
Title:
Accepted:
PENN SERIES FUND, INC.
By: /s/
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Title: