<PAGE>
PROVIDENT INSTITUTIONAL FUNDS
(the "Trust")
AMENDED PLAN PURSUANT TO RULE 18f-3 FOR OPERATION OF
A MULTI-CLASS SYSTEM
I. INTRODUCTION
Rule 18f-3, which became effective on April 3, 1995, requires an
investment company to file with the Commission a written plan specifying all of
the differences among classes, including the various services offered to
shareholders, different distribution arrangements for each class, methods for
allocating expenses relating to those differences and any conversion features or
exchange privileges. This Amended Plan shall become effective when filed with
the Securities and Exchange Commission.
II. ATTRIBUTES OF CLASSES
A. Generally.
---------
Pursuant to this Plan, each Series of the Trust will offer up to seven
classes of shares - Institutional Shares, Dollar Shares, Plus Shares,
Administration Shares, Cash Reserve Shares, Cash Management Shares, and Hilliard
Lyons Shares - as indicated in Appendix A attached hereto. In general, shares of
each class will be identical except for different expense variables (which will
result in different returns for each class), certain related rights and certain
shareholder services. More particularly, Institutional Shares, Dollar Shares,
Plus Shares, Administration Shares, Cash Reserve Shares, Cash Management Shares,
and Hilliard Lyons Shares will represent interests in the same portfolio of
investments of a particular Series, and will be identical in all respects,
except for: (a) the impact of (i) expenses assessed pursuant, as applicable, to
the Dollar Shareholder Services Plan, Plus Distribution Plan, Administration
Shareholder Services Plan, Cash Reserve Shareholders Services Plan, Cash
Management Shareholder Services Plan, and Hilliard Lyons Shareholder Services
Plan and the related Agreements entered into pursuant to such Plans
(collectively "Plans and Related Agreements") and (ii) any other incremental
expenses identified that should be properly allocated to one class, approved by
the Board of Trustees, including a majority of the trustees who are not
interested persons of the Trust; and (b) the fact that (i) a class will vote
separately on matters which pertain to the Plans and Agreements and (ii) each
class will vote separately on any matter submitted to shareholders relating to
class expenses; (c) the designation of each class of shares of a Series; and (d)
the different shareholder services relating to a class of shares, and (e) the
dividends that may be paid to the holders of shares of each class.
<PAGE>
B. Distribution Arrangements, Expenses and Sales Charges.
-----------------------------------------------------
1. Institutional Shares.
--------------------
Institutional Shares will be available for purchase by institutional
investors and will be offered without a sales charge. Institutional Shares will
not be subject to a fee payable pursuant to Plans and Agreements.
2. Dollar Shares.
-------------
Dollar Shares will be available for purchase by institutional investors
and will be offered without a sales charge. Dollar Shares will be subject to a
fee payable pursuant to a Dollar Shareholder Plan and related Shareholders
Service Agreement which will not exceed 0.25% (on an annual basis) of the
average daily net asset value of a particular Series' Dollar Shares held by a
service organization for the benefit of its customers. Services provided by a
service organization under the Shareholder Service Agreement may include (i)
answering shareholder inquiries regarding account status and history, the manner
in which purchases, exchanges and redemption of shares may be effected and
certain other matters pertaining to the shareholders' investments; and (ii)
assisting shareholders in designating and changing dividend options, account
designations and addresses;(iii) aggregating and processing purchase and
redemption requests from customers and placing net purchase and redemption
orders with the transfer agent; (iv) providing customers with a service that
invests the assets of their accounts in Dollar Shares; (v) processing dividend
payments from the particular portfolio on behalf of customers; (vi) providing
information periodically to customers showing their positions in Dollar Shares;
(vii) arranging for bank wires; (viii) responding to customer inquiries relating
to the services performed by the Service Organization; (ix) providing sub-
accounting with respect to Dollar Shares beneficially owned by customers or the
information necessary for sub-accounting; (x) forwarding shareholder
communications from the particular portfolio (such as proxies, shareholder
reports, annual and semi-annual financial statements and dividend, distribution
and tax notices) to customers, if required by law; and (xi) other similar
services if requested by the particular portfolio.
3. Plus Shares.
-----------
Plus Shares will be available for purchase by institutional investors
and will be offered without a sales charge. Plus Shares will be subject to a
distribution fee payable pursuant to a Distribution Plan and related Agreement
which will not exceed 0.25% (on an annual basis) of the average daily net asset
value of TempFund's, T-Fund's and MuniFund's Plus Shares and will not exceed
0.40% of the California Money Fund's and New York Money Fund's Plus Shares held
by the particular service organization for the benefit of its customers. Sales
and support services provided by a service organization under a Distribution
Plan and related Agreement may include: (a) reasonable assistance in connection
with the distribution of Plus Shares to Shareholders as requested from time to
time by the Distributor, which assistance may include forwarding sales
literature and advertising provided by the Distributor for Customers; and (b)
the following support services to Customers who may from time to time acquire
and
-2-
<PAGE>
beneficially own Plus Shares: (i) establishing and maintaining accounts and
records relating to Customers that invest in Plus Shares; (ii) processing
dividend and distribution payments from a particular Series on behalf of
Customers; (iii) providing information periodically to Customers showing their
positions in Plus Shares; (iv) arranging for bank wires; (v) responding to
Customer inquiries relating to the services performed by the Service
Organization; (vi) responding to routine inquiries from Customers concerning
their investments in Plus Shares; (vii) providing subaccounting with respect to
Plus Shares beneficially owned by Customers or the information to the Trust
necessary for subaccounting; (viii) if required by law, forwarding shareholder
communications from a particular Series (such as proxies, shareholder reports,
annual and semi-annual financial statements and dividend, distribution and tax
notices) to Customers; (ix) assisting in processing purchase, exchange and
redemption requests from Customers and in placing such orders with service
contractors; (x) assisting Customers in changing dividend options, account
designations and addresses; (xi) providing Customers with a service that invests
the assets of their accounts in Plus Shares pursuant to specific or pre-
authorized instructions; and (xii) providing such other similar services as the
Distributor may reasonably request to the extent the Service Organization is
permitted to do so under applicable statutes, rules and regulations.
4. Administration Shares.
---------------------
Administration Shares will be available for purchase by institutional
investors and will be offered without a sales charge. Administration Shares
will be subject to a fee payable pursuant to the Administration Shareholder
Service Plan and related Agreement which will not exceed 0.10% (on an annual
basis) of the average daily net asset value of a Series' Administration Shares
held by the particular service organization for the benefit of its customers.
Services provided by a service organization under the Administration Shareholder
Service Plan and related Agreement may include (i) answering shareholder
inquiries regarding account status and history, the manner in which purchases,
exchanges and redemption of shares may be effected and certain other matters
pertaining to the shareholders' investments; and (ii) assisting shareholders in
designating and changing dividend options, account designations and addresses.
5. Cash Reserve Shares.
-------------------
Cash Reserve Shares will be available to institutional investors and
will be offered without a sales charge. Cash Reserve Shares will be subject to
a fee payable pursuant to a Cash Reserve Shareholder Service Plan and related
Agreement which will not exceed .40% (on an annual basis) of the average daily
net asset value of a particular Series' Cash Reserve Shares held by the service
organization for the benefit of its customers. An initial .10% (on an annual
basis) of the average daily net asset value of such Shares will be paid to
service organizations for providing administrative services which may include:
(i) answering customer's inquiries regarding account status and history, the
manner in which purchases, exchanges and redemption of shares may be effected
and certain other matters pertaining to the customer's investments, (ii)
assisting customers in designating and changing dividend options, account
designations and addresses. Another .25% (on an annual basis) of the average
daily net asset value of such Shares will be paid to service organizations for
providing support services (which are not "service" within the applicable rule
of the National Association of Securities Dealers, Inc.) which may
-3-
<PAGE>
include: (i) aggregating and processing purchase and redemption requests from
customers and placing net purchase and redemption orders with the distributor;
(ii) providing customers with a service that invests the assets of their
accounts in shares pursuant to specific or pre-authorized instructions; (iii)
processing dividend payment from the particular Series on behalf of customers;
(iv) providing information periodically to customers showing their positions in
a Series' Cash Reserve Shares; (v) arranging for bank wires; (vi) responding to
customer inquires relating to the particular Series or the services performed by
service organizations; (vii) providing sub-accounting with respect to a Series'
shares beneficially owned by customers or the information necessary for sub-
accounting; (viii) if required by law, forwarding shareholder communications
from the particular Series (such as proxies, shareholder reports, annual and
semi-annual financial statements and dividend, distribution and tax notices) to
customers; and (ix) providing such other similar services to the extent
permitted under applicable statutes, rules or regulations. Another .5% (on an
annual basis) of the average daily net asset value of such Shares will be paid
to service organizations for providing sweep services ("Sweep Services") which
may include: (i) providing the necessary computer hardware and software which
links the service organization's DDA system to an account management system;
(ii) providing software that aggregates the customers orders and establishes an
order to purchase or redeem shares of a Series based on established target
levels for the customer's demand deposit accounts; (iii) providing periodic
statements showing a customer's account balance and, to the extent practicable,
integrating such information with other customer transactions otherwise effected
through or with the service organization; and (iv) furnishing (either separately
or on an integrated basis with other reports sent to a customer by a service
organization) monthly and year-end statements and confirmations of purchases,
exchanges and redemptions.
6. Cash Management Shares.
----------------------
Cash Management Shares will be available for purchase by institutional
investors and will be offered without a sales charge. Cash Management Shares
will be subject to a fee payable pursuant to a Cash Management Shareholder
Service Plan and related Agreement which will not exceed .50% (on an annual
basis) of the average daily net asset value of a particular Series' Cash
Management Shares held by the service organization for the benefit of its
customers. An initial .10% (on an annual basis) of the average daily net asset
value of such Shares will be paid to service organizations for providing
administrative services which may include: (i) answering customer's inquiries
regarding account status and history, the manner in which purchases, exchanges
and redemption of shares may be effected and certain other matters pertaining to
the customer's investments, and (ii) assisting customer in designating and
changing dividend options, account designations and addresses. Another .25% (on
an annual basis) of the average daily net asset value of such Shares will be
paid to service organizations for providing services (which are not "service"
within the meaning of the applicable rule of the National Association of
Securities Dealers, Inc.) which may include: (i) aggregating and processing
purchase and redemption requests from customers and placing net purchase and
redemption orders with the distributor; (ii) providing customers with a service
that invests the assets of their accounts in shares pursuant to specific or pre-
authorized instructions; (iii) processing dividend payment from the particular
series on behalf of customers; (iv) providing information periodically to
customers showing their positions in a Series' Cash Management Shares; (v)
-4-
<PAGE>
arranging for bank wires; (vi) responding to customer inquires relating to the
particular Series or the services performed by service organizations; (vii)
providing sub-accounting with respect to a Series' shares beneficially owned by
customers or the information necessary for sub-accounting; (viii) if required by
law, forwarding shareholder communications from the particular Series (such as
proxies, shareholder reports, annual and semi-annual financial statements and
dividend, distribution and tax notices) to customers; and (ix) providing such
other similar services if requested to the extent permitted to do so under
applicable statutes, rules or regulations. Another .5% (on an annual basis) of
the average daily net asset value of such Shares will be paid to service
organizations for providing sweep services ("Sweep Services") which may include:
(i) providing the necessary computer hardware and software which links the
service organization's DDA system to an account management system; (ii)
providing software that aggregates the customers orders and establishes an order
to purchase or redeem shares of a Series based on established target levels for
the customer's demand deposit accounts; (iii) providing periodic statements
showing a customer's account balance and, to the extent practicable, integrating
such information with other customer transactions otherwise effected through or
with the service organization; and (iv) furnishing (either separately or on an
integrated basis with other reports sent to a customer by the service
organization) monthly and year-end statements and confirmations of purchases,
exchanges and redemptions. Another .10% (on an annual basis) of the average
daily net asset value of such Shares will be paid to service organizations for
providing sweep marketing services which may include: (i) marketing and
activities, including direct mail promotions that promote the Sweep Service,
(ii) expenditures for other similar marketing support such as for telephone
facilities and in-house telemarketing, (iii) distribution of literature
promoting Sweep Services, (iv) travel, equipment, printing, delivery and mailing
costs overhead and other office expenses attributable to the marketing of the
Sweep Services.
7. Hilliard Lyons Shares.
---------------------
Hilliard Lyons Shares will be available for purchase by institutional
investors and will be offered without a sales charge. Hilliard Lyons Shares
will be subject to a fee payable pursuant to a Hilliard Lyons Shareholder
Service Plan and related Agreement which will not exceed .48% (on an annual
basis) of the average daily net asset value of a particular Series Hilliard
Lyons Shares held by the service organization for the benefit of its customers.
An initial .10% (on an annual basis) of the average daily net asset value of
such Shares will be paid to service organizations for providing administrative
services which may include: (i) answering customer's inquiries regarding
account status and history, the manner in which purchases, exchanges and
redemption of shares may be effected and certain other matters pertaining to the
customer's investments, (ii) assisting customers in designating and changing
dividend options, account designations and addresses. Another .25% (on an
annual basis) of the average daily net asset value of such Shares will be paid
to service organizations for providing support services (which are not "service"
within the applicable rule of the National Association of Securities Dealers,
Inc.) which may include: (i) aggregating and processing purchase and redemption
requests from customers and placing net purchase and redemption orders with the
distributor; (ii) providing customers with a service that invests the assets of
their accounts in shares pursuant to specific or pre-authorized instructions;
(iii) processing dividend payment from the particular Series on behalf of
customers; (iv) providing information periodically to customers showing their
-5-
<PAGE>
positions in Hilliard Lyons Shares; (v) arranging for bank wires; (vi)
responding to customer inquires relating to the particular Series or the
services performed by service organizations; (vii) providing sub-accounting with
respect to a Series shares beneficially owned by customers or the information
necessary for sub-accounting; (viii) if required by law, forwarding shareholder
communications from the particular Series (such as proxies, shareholder reports,
annual and semi-annual financial statements and dividend, distribution and tax
notices) to customers; and (ix) providing such other similar services to the
extent permitted under applicable statutes, rules or regulations. Another .13%
(on an annual basis) of the average daily net asset value of such Shares will be
paid to service organizations for providing sweep services ("Sweep Services")
which may include: (i) providing the necessary computer hardware and software
which links the service organization's DDA system to an account management
system; (ii) providing software that aggregates the customers orders and
establishes an order to purchase or redeem shares of a Series based on
established target levels for the customer's demand deposit accounts; (iii)
providing periodic statements showing a customer's account balance and, to the
extent practicable, integrating such information with other customer
transactions otherwise effected through or with the service organization; and
(iv) furnishing (either separately or on an integrated basis with other reports
sent to a customer by a service organization) monthly and year-end statements
and confirmations of purchases, exchanges and redemptions.
C. Methods for Allocating Expenses Among Classes.
---------------------------------------------
Class expenses are allocated to the specific class of shares of the
particular portfolio. All other expenses are allocated in accordance with Rule
18f-3(c).
-6-
<PAGE>
Appendix A
Series and Classes
------------------
Series A (TempFund)
Class A Institutional Shares
Class B Dollar Shares
Class C Plus Shares
Class D Administration Shares
Class E Cash Reserve Shares
Class F Cash Management Shares
Series B (TempCash)
Class A Institutional Shares
Class B Dollar Shares
Class C Cash Management Shares
Series C (FedFund)
Class A Institutional Shares
Class B Dollar Shares
Class C Cash Management Shares
Series D (T-Fund)
Class A Institutional Shares
Class B Dollar Shares
Class C Plus Shares
Class D Administration Shares
Class E Cash Reserve Shares
Class F Cash Management Shares
Series E (Federal Trust Fund)
Class A Institutional Shares
Class B Dollar Shares
Class C Hilliard Lyons Shares
Class D Cash Management Shares
Series F (Treasury Trust Fund)
Class A Institutional Shares
Class B Dollar Shares
Class C Cash Management Shares
-7-
<PAGE>
Series and Classes
------------------
Series G (MuniFund)
Class A Institutional Shares
Class B Dollar Shares
Class C Plus Shares
Class D Administration Shares
Class E Cash Reserve Shares
Class F Cash Management Shares
Series H (MuniCash)
Class A Institutional Shares
Class B Dollar Shares
Class C Cash Management Shares
Series I (California Money Fund)
Class A Institutional Shares
Class B Dollar Shares
Class C Plus Shares
Class D Administration Shares
Class E Cash Reserve Shares
Class F Cash Management Shares
Series J (New York Money Fund)
Class A Institutional Shares
Class B Dollar Shares
Class C Plus Shares
Class D Cash Management Shares
-8-
