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Exhibit (h)(9)
SUB-ADMINISTRATION AGREEMENT
AGREEMENT made as of September 15, 1997 by and between Bank of America
National Trust and Savings Association (the "Administrator") and PFPC Inc., a
Delaware corporation (the "Sub-Administrator").
WHEREAS, the Administrator entered into an Administration Agreement dated
September 15, 1997 (the "Administration Agreement") to provide administration
services to Pacific Horizon Funds, Inc. (the "Company"), which is an investment
company registered under the Investment Company Act of 1940, as amended (the
"1940 Act"), and which is comprised of multiple investment portfolios as
specified in its Registration Statement on Form N-1A (each a "Fund" and
collectively the "Funds");
WHEREAS, the Administration Agreement provides that the Administrator may
from time to time employ or associate with itself such person or persons as it
may believe to be particularly fitted to assist in the performance of the
Administration Agreement;
WHEREAS, the Administrator desires to retain the Sub-Administrator to
provide certain administration services for the Funds and the Sub-Administrator
is willing to provide such services, all as more fully set forth below; and
WHEREAS, the Sub-Administrator is experienced in providing administration
services to investment companies and possesses facilities sufficient to provide
such services.
NOW THEREFORE, in consideration of the mutual promises and agreements
contained herein, the parties hereby agree as follows:
I. DEFINITIONS. AS USED IN THIS AGREEMENT:
1. "1933 Act" means the Securities Act of 1933, as amended.
2. "1934 Act" means the Securities Exchange Act of 1934, as amended.
3. "Authorized Person" means any officer of the Company and any other
person duly authorized by the Company's Board of Directors to give
Oral Instructions and Written Instructions on behalf of the Company
and identified as such to the Sub-Administrator.
4. "CEA" means the Commodities Exchange Act, as amended.
5. "Oral Instructions" mean oral instructions received by the
Sub-Administrator from an Authorized Person or from a person
reasonably believed by the Sub-Administrator to be an Authorized
Person.
6. "SEC" means the Securities and Exchange Commission.
7. "Securities Laws" mean the 1933 Act, the 1934 Act, the 1940 Act and
the CEA.
8. "Shares" mean the shares of stock of any series or class of the
Company.
9. "Written Instructions" mean written instructions signed by an
Authorized Person and received by the Sub-Administrator. The
instructions may be delivered by hand, mail, tested telegram, cable,
telex or facsimile sending device.
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II. SUB-ADMINISTRATION
1. Appointment of Sub-Administrator
The Administrator retains the Sub-Administrator for the term of this
Agreement and the Sub-Administrator hereby agrees to perform the
services and duties set forth in this Agreement for the compensation
provided in this Agreement.
2. Compliance with Rules and Regulations
The Sub-Administrator undertakes to comply with all applicable
requirements of the Securities Laws, and any other laws, rules and
regulations of state and federal governmental authorities having
jurisdiction with respect to the duties to be performed by the
Sub-Administrator hereunder. Except as specifically set forth herein,
the Sub-Administrator assumes no responsibility for such compliance by
the Company, the Administrator, or the Company's Transfer Agent,
Custodians or Fund Accountants, unless specifically agreed to by
written agreement.
3. Services and Duties
A. The Sub-Administrator shall promptly notify the Administrator and
the Company of any inquiries or contacts by governmental officers
regarding the Funds unless prohibited by law. The
Sub-Administrator shall not reply to any such governmental
inquires without the consent of the Administrator and the Company
unless required to do so by law (in which event it shall give the
Administrator and the Company prior written notice of its
response unless prohibited by law), or except as otherwise
permitted by Section 5.
B. Subject to supervision and control of the Company's Board of
Directors and the Administrator, the Sub-Administrator will
provide facilities, equipment, statistical and research data,
clerical, accounting and bookkeeping services, internal auditing
and legal services, and personnel to carry out all
sub-administrative services set forth below, provided however,
that the Administrator will retain responsibility for review and
oversight of all such services:
i. Overseeing the performance of the Company's Custodians and
Transfer Agent with respect to the Funds.
ii. Making available information concerning each Fund to its
shareholders; distributing written communications to each
Fund's shareholders such as periodic listings of each
Fund's securities, annual and semi-annual reports, and
prospectuses and supplements thereto; and handling
shareholder problems and calls relating to administrative
matters.
iii. The Sub-Administrator shall participate in the periodic
updating of the Funds' prospectuses and statements of
additional information and shall accumulate information
for and, subject to approval by the Company's Treasurer
and legal counsel, coordinate the preparation,
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filing, printing and dissemination of reports to the
Funds' shareholders and the Commission, including but not
limited to annual reports and semi-annual reports on Form
N-SAR, notices pursuant to Rule 24f-2 and proxy materials
pertaining to the Funds.
iv. The Sub-Administrator shall confirm the calculation of
dividends and capital gain distributions to be paid to
each Fund's shareholders in conformity with Sub-chapter M
of the Internal Revenue Code of 1986 (as amended).
v. The Sub-Administrator shall arrange for payment by the
Company of all expenses payable by the Company.
vi. The Sub-Administrator, after consultation with legal
counsel for the Company and the Administrator, shall
determine the jurisdictions in which notice must be
provided and fees paid in connection with the sale of
shares to retail or institutional investors and, in
connection therewith, shall be responsible for the
maintenance of the registration or qualification of the
Shares for sale under the securities laws of any state.
Payment of Share registration fees and any fees for
qualifying or continuing the qualification of the Company
shall be made by the Company.
vii. Provision of the services of persons who may be appointed
as officers of the Company by the Company's Board of
Directors to the extent permitted by law.
viii. The Sub-Administrator shall oversee the maintenance by the
Company's Custodians and Transfer Agent of the books and
records pertaining to the Funds required under the 1940
Act in connection with the performance of the Custody
Agreements and Transfer Agency Agreement, and shall
maintain such other books and records with respect to the
Funds (other than those required to be maintained by the
Company's Investment Adviser, accounting agents,
Custodians, Transfer Agent or other service providers) as
may be required by the 1940 Act and other applicable
securities laws, rules and regulations in connection with
the services provided hereunder. In compliance with the
requirements of Rule 31a-3 under the 1940 Act, the
Sub-Administrator agrees that all such books and records
which it maintains, or is responsible for maintaining, for
the Company and the Funds are the property of the Company
and further agrees to surrender promptly to the Company
any of such books and records upon the Company's request.
The Sub-Administrator further agrees to preserve for the
periods prescribed by Rule 31a-2 under the 1940 Act said
books and records.
ix. The Sub-Administrator shall prepare the Fund's federal,
state and local income tax returns.
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x. The Sub-Administrator shall prepare and, subject to
approval of the Company's Treasurer, disseminate to the
Company's Directors each Fund's quarterly financial
statements and schedules of investments, and shall prepare
such other reports relating to the business and affairs of
the Funds (not otherwise appropriately prepared by the
Company's Investment Adviser, counsel, auditors or others)
as the Officers and Directors of the Company may from time
to time reasonably request in connection with performance
of its duties.
xi. The Sub-Administrator shall assist the Company's
Administrator, Custodians and Transfer Agent and the
Company's Investment Adviser, counsel and auditors as
reasonably requested to carry out the business and
operations of the Funds.
xii. In performing its duties as Sub-Administrator for the
Funds, subject to Section 3.2 the Sub-Administrator
will act in conformity with the Company's Charter,
By-laws, prospectuses and statements of additional
information, and the instructions and directions of the
Administrator and the Board of Directors of the Company.
In addition, subject to the limitation set forth in the
second sentence of Section 2.2 the Sub-Administrator will
conform to and comply with the requirements of the 1940
Act and all other applicable federal or state laws and
regulations.
xiii. The Sub-Administrator shall assist in developing
compliance procedures for each of the classes of the
Company's Funds relating to compliance with 1940 Act
provisions and the rules thereunder, the investment
policies and limitations stated in a particular Fund's
prospectus, such Fund's status as a regulated investment
company under Sub-chapter M of the Internal Revenue Code
of 1986 (as amended), and any other matters as agreed to
between the Administrator and the Sub-Administrator from
time to time and shall monitor such compliance procedures,
but shall not be responsible for a Fund's compliance.
xiv. The Sub-Administrator shall review the daily pricing of
securities for each Fund.
4. Compensation
For the services provided and the expenses assumed as
Sub-Administrator, the Administrator shall pay the Sub-Administrator a
fee, computed daily and payable monthly, at the annual rate of:
2.75 bp of the first $10 billion of average net assets;
2.00 bp of the next $5 billion of average net assets;
1.75 bp of the next $5 billion of average net assets;
1.50 bp of the next $5 billion of average net assets;
1.25 bp for assets over $25 billion.
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5. Services Not Exclusive
The Sub-Administrator shall for all purposes herein be deemed to be an
independent contractor and shall, unless otherwise expressly provided
herein or authorized by the Company's Board of Directors from time to
time, have no authority to act for or represent the Company in any way
or otherwise be deemed its agent. The services furnished by the
Sub-Administrator hereunder are not deemed exclusive, and the
Sub-Administrator shall be free to furnish similar services to others
so long as its services under this Agreement are not impaired thereby.
6. Expenses Assumed as Sub-Administrator
Except as otherwise stated in this Agreement, the Sub-Administrator
shall pay all expenses incurred by it in performing its services and
duties hereunder as Sub-Administrator in connection with the Funds.
Such expenses shall not include any expenses of the Funds, including
but not limited to printing and dissemination charges, fees, taxes and
charges of regulatory authorities, and extraordinary expenses.
The Sub-Administrator shall pay all costs and expenses of maintaining
the offices of the Company and shall arrange for payment by the
Company of all expenses payable by the Company.
7. Right to Inspect
The Administrator and the Company shall have the right at any time
during the Sub-Administrator's normal business hours to inspect the
records (including work papers and the other related documents) in the
possession of the Sub-Administrator relating to the Company. Copies of
such records (including upon request copies in electronic format to
the extent such records were ever maintained in such format) will be
provided upon reasonable request of the Company or the Administrator
at the expense of the requesting party.
8. Disaster Recovery
The Sub-Administrator shall at its expense enter into and shall
maintain in effect with appropriate parties one or more agreements
making reasonable provision for emergency use of electronic data
processing equipment to the extent appropriate equipment is available.
In the event of equipment failures, the Sub-Administrator shall, at no
additional expense to the Administrator or the Company, take
reasonable steps to minimize service interruptions but shall have no
liability with respect thereto.
III. INSTRUCTIONS
1. Unless otherwise provided in this Agreement, the Sub-Administrator
shall act only upon Oral Instructions and Written Instructions.
2. The Sub-Administrator shall be entitled to rely upon any Oral
Instructions and Written Instructions it receives from an Authorized
Person (or from a person
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reasonably believed by the Sub-Administrator to be an Authorized
Person) pursuant to this Agreement. The Sub-Administrator 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 Company's Board of Directors or of the Company's shareholders
or with any prior Oral or Written Instructions or other instructions
of the Administrator, unless and until the Sub-Administrator receives
Written Instructions to the contrary.
3. The Administrator shall forward or cause the Company to forward to the
Sub-Administrator Written Instructions confirming Oral Instructions
(except where such Oral Instructions are given by the
Sub-Administrator) so that the Sub-Administrator receives the Written
Instructions by the close of business on the same day that such Oral
Instructions are received. The fact that such confirming Written
Instructions are not received by the Sub-Administrator 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, the Sub-Administrator shall incur no liability to
the Administrator or the Company in acting upon such Oral Instructions
or Written Instructions provided that the Sub-Administrator's actions
comply with the other provisions of this Agreement.
IV. RIGHT TO RECEIVE ADVICE
1. Advice of the Administrator or the Company
If the Sub-Administrator is in doubt as to any action it should or
should not take, the Sub-Administrator may request directions or
advice, including Oral Instructions or Written Instructions, from the
Administrator or the Company.
2. Advice of Counsel
If the Sub-Administrator shall be in doubt as to any question of law
pertaining to any action it should or should not take, the
Sub-Administrator may request advice at its own cost from such counsel
of its own choosing (who may be counsel for the Administrator, the
Company or the Sub-Administrator, at the option of the
Sub-Administrator).
3. Conflicting Advice
In the event of a conflict between directions, advice or Oral
Instructions or Written Instructions the Sub-Administrator receives
from the Administrator or the Company and the advice the
Sub-Administrator receives from counsel, the Sub-Administrator may
rely upon and follow the advice of counsel. In the event the
Sub-Administrator so relies on the advice of counsel, the
Sub-Administrator shall remain liable for any action or omission on
the part of the Sub-Administrator which constitutes willful
misfeasance, bad faith, negligence or reckless disregard by the
Sub-Administrator of any duties, obligations or responsibilities set
forth in this Agreement.
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4. Protection of the Sub-Administrator
The Sub-Administrator shall be protected in any action it takes or does
not take in reliance upon directions, advice or Oral Instructions or
Written Instructions it receives from the Administrator or the Company
or from counsel and which the Sub-Administrator 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 the Sub-Administrator (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 another
provision of this Agreement, the same is a condition of the
Sub-Administrator's properly taking or not taking such action. Nothing
in this subsection shall excuse the Sub-Administrator when an action or
omission on the part of the Sub-Administrator constitutes willful
misfeasance, bad faith, negligence or reckless disregard by the
Sub-Administrator of any duties, obligations or responsibilities set
forth in this Agreement.
V. CONFIDENTIALITY
The Sub-Administrator shall treat confidentially and as proprietary
information of the Company all records and other information relative to
the Company and the Funds and prior or present shareholders or those
persons or entities who respond to inquires concerning investment in the
Funds, and shall not use such records and information for any purpose other
than performance of its responsibilities and duties hereunder or under any
agreement with the Company, except after prior notification to and
approval by the Board of Directors of the Company. The Administrator shall
use its best efforts to cause the Company not to unreasonably withhold such
approval, it being understood that prior approval is not required where not
permitted by law and that such approval will not be withheld (and shall be
deemed to have been given) where the Sub-Administrator may be exposed to
civil or criminal contempt proceedings for failure to comply or when the
Sub-Administrator is requested to divulge such information by duly
constituted authorities. Notwithstanding the foregoing, the
Sub-Administrator will not turn over records to third parties including
regulatory or investigatory bodies without the prior approval of the
Administrator, which approval shall not be unreasonably withheld, shall not
be withheld where the Sub-Administrator may be exposed to civil or criminal
contempt proceedings for failure to comply or when the Sub-Administrator is
requested to divulge such information by duly constituted authorities, and
shall not be required where not permitted by law (provided that if the
Administrator's approval is not required, the Sub-Administrator shall give
notice to the Administrator regarding the turning over of such records
unless such notice is not permitted by law).
VI. LIMITATION OF LIABILITY
The Sub-Administrator shall be under no duty to take any action on behalf
of or have any responsibility with respect to the Administrator, the
Company or any Fund except as specifically set forth herein or as may be
specifically agreed to in writing by the Sub-Administrator. The
Sub-Administrator acknowledges that the performance of this Agreement is
for the benefit of the Funds, that the Sub-Administrator shall be directly
liable and responsible to the Administrator and the Company for performance
of its obligations
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hereunder, and that either the Funds (or the Company on behalf of the
Funds) or the Administrator may therefore enforce in its own name and for
itself such liability and responsibility against the Sub-Administrator;
provided that, the Sub-Administrator shall not be liable for any error of
judgment or mistake of law or for any loss suffered by the Administrator or
any Fund in connection with the matters to which this Agreement relates,
except loss resulting from willful misfeasance, bad faith or negligence on
its part in the performance of its obligations and duties under this
Agreement or reckless disregard of such obligations and duties. Without
limiting the generality of any other provision of this Agreement, the
Sub-Administrator will not be liable for losses, or for delays, errors or
loss of data, that are beyond its control, nor will the Sub-Administrator
be liable for the validity or invalidity or authority or lack thereof of
any Oral Instruction or Written Instruction or any notice or other
instrument which conforms to the applicable requirements of this Agreement
and which the Sub-Administrator reasonably believes to be genuine. Any
person, even though also an officer, director, partner, employee or agent
of the Sub-Administrator, who may be or may become an officer, trustee,
employee or agent of the Company, shall be deemed, when rendering services
to the Company or to any Fund, or acting on any business of the Company or
any Fund (other than services or business, not including acting as an
officer of the Company, in connection with the Sub-Administrator's duties
hereunder or under any agreement with the Company) to be rendering such
services to or acting solely for the Company or Fund and not as an officer,
director, partner, employee or agent or one under the direction or control
of the Sub-Administrator even though paid by the Sub-Administrator.
Notwithstanding anything in this Agreement to the contrary, the
Sub-Administrator shall not be liable for any consequential, special or
indirect losses or damages whether or not the likelihood of such losses or
damages was known by the Sub-Administrator.
VII. TERMINATION
This Agreement shall continue with respect to each Fund until terminated
with respect to such Fund by either party hereto, or by the Company, giving
notice in writing specifying the date of such termination, which date shall
be not less than 60 days after the date of the giving of such notice. This
Agreement shall not be assignable by the Sub-Administrator to any person,
including without limitation to any affiliate of the Sub-Administrator,
without the written consent of the Administrator and the Company,
authorized or approved by a resolution of the Board of Directors of the
Company; and any attempt by the Sub-Administrator to assign any of its
rights and duties under this Agreement without such prior written consent
shall not be effective. The indemnification provisions contained in Section
8 of this Agreement shall survive any termination of this Agreement. After
termination of this Agreement, for so long as the Sub-Administrator, with
the written consent of the Administrator, in fact continues to perform any
one or more of the services contemplated by this Agreement or any schedule
or exhibit hereto, the provisions of this Agreement, including without
limitation the provisions dealing with indemnification, shall continue in
full force and effect. Compensation due the Sub-Administrator and unpaid by
the Administrator upon such termination shall be immediately due and
payable upon and notwithstanding such termination. The Sub-Administrator
shall be entitled to collect from the Administrator, in addition to the
compensation described under Section 2.4 hereof, the amount of all the
Sub-Administrator's cash disbursements for services approved in advance by
the Administrator in connection with the Sub-Administrator's activities in
effecting such termination, including without limitation, the delivery to
the Administrator and/or its designees of the Company's property, records,
instruments and documents, or any copies
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thereof. Subsequent to such termination, for a reasonable fee, the
Sub-Administrator shall provide the Administrator and the Company with
reasonable access to any Company documents or records remaining in its
possession. Any work papers, documents or records prepared by the
Sub-Administrator on behalf of the Company in order to maintain the
regulatory records of the Funds become the property of the Company. In
the event of termination, the Sub-Administrator shall promptly, upon
written request, turn over such work papers, documents and records to
the Company.
VIII. INDEMNIFICATION
The Administrator agrees to indemnify and hold harmless the
Sub-Administrator from all taxes, charges, expenses, assessments,
claims and liabilities (including, without limitation, liabilities
arising under the Securities Laws and any state and foreign securities
and blue sky laws, and amendments thereto) and expenses, including
(without limitation) attorneys' fees and disbursements, arising
directly or indirectly from any action which the Sub-Administrator
takes or does not take (i) at the request or on the direction of or
in reliance on the advice of the Administrator or the Company or (ii)
upon Oral or Written Instructions, provided that the Sub-Administrator
shall not be indemnified against any liability to the Administrator,
to the Company or to its shareholders (or any expenses incident to
such liability) arising out of the Sub-Administrator's own willful
misfeasance, bad faith, negligence or reckless disregard of its duties
and obligations under this Agreement.
The Sub-Administrator agrees to indemnify and hold harmless the
Administrator for any amounts that the Administrator is required to
indemnify the Company under the Administration Agreement to the extent
that the Sub-Administrator would be responsible to the Company for
such amounts under Section 6 hereof, provided that for any single
incident the Company shall be entitled to only a single recovery.
IX. LIAISON WITH ACCOUNTANTS
The Sub-Administrator shall act as liaison with the Company's
independent public accountants and shall take all reasonable action in
the performance of its duties under this Agreement to assure that the
necessary information with respect to its duties hereunder is made
available to such accountants for the expression of their opinion, as
required by the Company.
X. DELIVERY OF DOCUMENTS
The Administrator has provided or, where applicable, will provide the
Sub-Administrator with the following:
1. a copy of the Company's most recent effective registration
statement;
2. a copy of each Fund's advisory and/or sub-advisory agreements;
3. a copy of the distribution agreement with respect to each class
of Shares representing an interest in a Fund or class;
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4. a copy of any additional administration agreement with respect to a
Fund or class;
5. a copy of any shareholder servicing or transfer agency agreement made
in respect of the Company or a Fund or class; and
6. copies (certified or authenticated, where applicable) of any and all
amendments or supplements to the foregoing.
XI. AMENDMENT OF THIS AGREEMENT
No provision of this Agreement may be changed, waived, discharged or
terminated orally, but only by an instrument in writing previously approved
by the Board of Directors of the Company and signed by the party against
whom enforcement of the change, waiver, discharge or termination is sought.
XII. NOTICES
Notices of any kind to be given to the Administrator hereunder by the
Sub-Administrator shall be in writing (including telecopy) and shall be
duly given if mailed or delivered to the Administrator at the following
address:
Bank of America NT&SA
000 Xxxxx Xxxxxxx Xxx.
25th Floor, Unit 39277
Xxx Xxxxxxx, Xxxxxxxxxx 00000
Attention: Xxxxxx Xxxxxxx Xxxxx
Fax #: (000) 000-0000
with a copy to:
Bank of America NT&SA
Legal Department
000 Xxxxx Xxxxxx Xxxxxx
0xx Xxxxx
Xxx Xxxxxxx, Xxxxxxxxxx 00000
Attention: Xxxxxx X. Xxxxx, Esq.
Fax #: (000) 000-0000
or at such other address or to such individual as shall be so specified by
the Administrator to the Sub-Administrator.
Notices of any kind to be given to the Sub-Administrator hereunder by the
Administrator shall be in writing (including telecopy) and shall be duly
given if mailed or delivered to the Sub-Administrator at the following
address:
PFPC Inc.
000 Xxxxxxxx Xxxx.
Xxxxxxxxxx, XX 00000
Attention: Xxxxx Xxxxx
Fax #: (000) 000-0000
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with a copy to:
Legal Department
0000 Xxxxxx Xxxxxx
00xx Xxxxx
Xxxxxxxxxxxx, XX 00000
Attention: Xxxx Xxxxxxx, Esq.
Fax #: (000) 000-0000
or at such other address or to such individual as shall be so specified
by the Sub-Administrator to the Administrator.
A copy of all notices to the Administrator or the Sub-Administrator shall
be given to the Company. Notices of any kind to be given to the Company
by the Administrator or Sub-Administrator shall be in writing (including
telecopy) and shall be duly given if mailed or delivered to the Company
at the following address:
Xx. Xxxxxxxxx Pings
Association of American Universities
0000 Xxx Xxxx Xxxxxx, XX, Xxxxx 000
Xxxxxxxxxx, XX 00000
Fax #: (000) 000-0000
with a copy to:
W. Xxxxx XxXxxxxx, III, Esq.
Drinker Xxxxxx & Xxxxx LLP
0000 Xxxxxxxx Xxxxxx
Xxxxxxxxxxxx, XX 00000
Fax #: (000) 000-0000
or at such other address or such individual as shall be so specified by
the Company to the Administrator and Sub-Administrator.
XIII. 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.
XIV. 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.
XV. FACSIMILE SIGNATURES
The facsimile signature of any party to this Agreement shall constitute
the valid and binding execution hereof by such party.
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XVI. MISCELLANEOUS
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. 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 governed by Delaware law (without
reference to principles of conflicts of law); provided, however, that
nothing herein shall be construed in a manner inconsistent with the 1940
Act or any rule or regulation of the SEC thereunder.
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IN WITNESS WHEREOF, the parties hereto have caused this instrument to be
executed by their officers designated below as of the day and year first above
written.
PFPC INC.
/s/ Xxxxxx X. Xxxxxxxxx
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(name) Xxxxxx X. Xxxxxxxxx
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(title) Executive Vice President
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BANK OF AMERICA NATIONAL TRUST
AND SAVINGS ASSOCIATION
/s/ Xxxxxx X. Xxxxx
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(name) Xxxxxx X. Xxxxx
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(title)
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