ADMINISTRATION AND ACCOUNTING SERVICES AGREEMENT
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THIS AGREEMENT is made as of _________, 2006 by and between PFPC Inc., a
Massachusetts corporation ("PFPC"), and EIP INVESTMENT TRUST a Delaware
statutory trust (the "Trust") on behalf of the Funds listed on Schedule A
attached hereto, as such Schedule A may be amended from time to time (each a
"Fund").
W I T N E S S E T H :
WHEREAS, the Trust is registered as an open-end management investment
company under the Investment Company Act of 1940, as amended (the "1940 Act");
and
WHEREAS, the Trust on behalf of each Fund wishes to retain PFPC to provide
administration and accounting services to each Fund, and PFPC wishes to furnish
such services.
NOW, THEREFORE, in consideration of the premises and the mutual covenants
herein contained, and intending to be legally bound hereby the parties hereto
agree as follows:
1. Definitions. As used in this Agreement:
(a) "1933 Act" means the Securities Act of 1933, as amended.
(b) "1934 Act" means the Securities Exchange Act of 1934, as amended.
(c) "Authorized Person" means any officer of a Fund and any other person
duly authorized by the Trust's Board of Trustees to give Oral
Instructions and Written Instructions on behalf of a Fund. An
Authorized Person's scope of authority may be limited by setting
forth such limitation in a written document signed by both parties
hereto.
(d) "CEA" means the Commodities Exchange Act, as amended.
(e) "Oral Instructions" means oral instructions received by PFPC from an
Authorized Person or from a person reasonably believed by PFPC to be
an Authorized Person. PFPC may, in its sole discretion in each
separate instance, consider and rely upon instructions it receives
from an Authorized Person via electronic mail as Oral Instructions.
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(f) "SEC" means the Securities and Exchange Commission.
(g) "Securities Laws" means the 1933 Act, the 1934 Act, the 1940 Act and
the CEA.
(h) "Shares" means the shares of beneficial interest of any series or
class of each Fund.
(i) "Written Instructions" means (i) written instructions signed by an
Authorized Person and received by PFPC or (ii) trade instructions
transmitted (and received by PFPC) by means of an electronic
transaction reporting system access to which requires use of a
password or other authorized identifier. The instructions may be
delivered electronically (with respect to sub-item (ii) above) or by
hand, mail, tested telegram, cable, telex or facsimile sending
device.
2. Appointment. The Trust on behalf of each Fund hereby appoints PFPC to
provide administration and accounting services to each Fund, in accordance
with the terms set forth in this Agreement. PFPC accepts such appointment
and agrees to furnish such services.
3. Compliance with Rules and Regulations. PFPC undertakes to comply with all
applicable requirements of the Securities Laws, and any laws, rules and
regulations of governmental authorities having jurisdiction with respect
to the duties to be performed by PFPC hereunder. Except as specifically
set forth herein, PFPC assumes no responsibility for such compliance by a
Fund or other entity.
4. Instructions.
(a) Unless otherwise provided in this Agreement, PFPC shall act only
upon Oral Instructions or Written Instructions.
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(b) PFPC shall be entitled to rely upon any Oral Instruction or Written
Instruction it receives from an Authorized Person (or from a person
reasonably believed by PFPC to be an Authorized Person) pursuant to
this Agreement. PFPC may assume that any Oral 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 Trust's Board of Trustees
or of a Fund's shareholders, unless and until PFPC receives Written
Instructions to the contrary.
(c) The Trust on behalf of each Fund agrees to forward to PFPC Written
Instructions confirming Oral Instructions (except where such Oral
Instructions are given by PFPC or its affiliates) so that PFPC
receives the Written Instructions by the close of business on the
same day that such Oral Instructions are received. The fact that
such confirming Written Instructions are not received by PFPC or
differ from the Oral Instructions shall in no way invalidate the
transactions or enforceability of the transactions authorized by the
Oral Instructions or PFPC's ability to rely upon such Oral
Instructions.
5. Right to Receive Advice.
(a) Advice of the Fund. If PFPC is in doubt as to any action it should
or should not take, PFPC may request directions or advice, including
Oral Instructions or Written Instructions, from the relevant Fund.
(b) Advice of Counsel. If PFPC shall be in doubt as to any question of
law pertaining to any action it should or should not take, PFPC may
request advice from counsel of its own choosing (who may be counsel
for a Fund, the Fund's investment adviser or PFPC, at the option of
PFPC).
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(c) Conflicting Advice. In the event of a conflict between directions or
advice or Oral Instructions or Written Instructions PFPC receives
from a Fund and the advice PFPC receives from counsel, PFPC may rely
upon and follow the advice of counsel. Reliance on such advice,
however, does not excuse PFPC from its duties under this Agreement.
(d) Protection of PFPC. PFPC shall be indemnified by each Fund and
without liability any action PFPC takes or does not take in reliance
upon directions or advice or Oral Instructions or Written
Instructions PFPC receives from or on behalf of a Fund or from
counsel and which PFPC believes, in good faith, to be consistent
with those directions or advice and Oral Instructions or Written
Instructions. Nothing in this section shall be construed so as to
impose an obligation upon PFPC (i) to seek such directions or advice
or Oral Instructions or Written Instructions, or (ii) to act in
accordance with such directions or advice or Oral Instructions or
Written Instructions unless, under the terms of other provisions of
this Agreement, the same is a condition of PFPC's properly taking or
not taking such action.
6. Records; Visits.
(a) The books and records pertaining to a Fund or the Trust which are in
the possession or under the control of PFPC shall be the property of
such Fund or the Trust, as applicable. Such books and records shall
be prepared and maintained as required by the 1940 Act and other
applicable securities laws, rules and regulations. Each Fund and
Authorized Persons shall have access to such books and records at
all times during PFPC's normal business hours. Upon the reasonable
request of a Fund, copies of any such books and records shall be
provided by PFPC to such Fund or to an Authorized Person, at such
Fund's expense.
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(b) PFPC shall keep the following records:
(i) all books and records with respect to each Fund's books of
account;
(ii) records of each Fund's securities transactions; and
(iii) all other books and records as PFPC is required to maintain
pursuant to Rule 31a-1 of the 1940 Act in connection with the
services provided hereunder.
7. Confidentiality. Each party shall keep confidential any information
relating to the other party's business ("Confidential Information").
Confidential Information shall include information related to the Trust, a
Fund, PFPC or a Fund's investment manager (the "Manager") including the
following: (a) any data or information that is competitively sensitive
material, and not generally known to the public, including, but not
limited to, information about product plans, marketing strategies,
finances, operations, customer relationships, customer profiles, customer
lists, sales estimates, business plans, and internal performance results
relating to the past, present or future business activities of the Trust,
a Fund, the Manager or PFPC, their respective subsidiaries and affiliated
companies; (b) any scientific or technical information, design, process,
procedure, formula, or improvement that is commercially valuable and
secret in the sense that its confidentiality affords the Trust, a Fund,
the Manager or PFPC a competitive advantage over its competitors; (c) all
confidential or proprietary concepts, documentation, reports, data,
specifications, computer software, source code, object code, flow charts,
databases, inventions, know-how, and trade secrets, whether or not
patentable or copyrightable; and (d) anything designated as confidential.
Notwithstanding the foregoing, information shall not be Confidential
Information and shall not be subject to such confidentiality obligations
if it: (a) is already known to the receiving party at the time it is
obtained and was obtained through some means other than through the
performance of an agreement between PFPC and an affiliate of a Fund; (b)
is or becomes publicly known or available through no wrongful act of the
receiving party; (c) is rightfully received from a third party who, to the
best of the receiving party's knowledge, is not under a duty of
confidentiality; (d) is released by the protected party to a third party
without restriction; (e) is requested or required to be disclosed by the
receiving party pursuant to a court order, subpoena, governmental or
regulatory agency request or law (provided the receiving party will
provide the other party written notice of the same, to the extent such
notice is permitted); (f) is relevant to the defense of any claim or cause
of action asserted against the receiving party; (g) is Fund information
provided by PFPC in connection with an independent third party compliance
or other review conducted for the benefit of PFPC or a Fund and not for
the benefit of any investor and provided that such confidential
information is only disclosed to parties that have signed a
confidentiality agreement at least as restrictive as this Section 7; (h)
is necessary for PFPC to release such information in connection with the
provision of services under this Agreement; or (i) has been or is
independently developed or obtained by the receiving party. The provisions
of this Section 7 shall survive termination of this Agreement.
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8. Liaison with Accountants. PFPC shall act as liaison with each Fund's
independent public accountants and shall provide account analyses, fiscal
year summaries, and other audit-related schedules with respect to each
Fund. PFPC shall take all reasonable action in the performance of its
duties under this Agreement to assure that the necessary information is
made available to such accountants for the expression of their opinion, as
required by a Fund.
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9. PFPC System. PFPC shall retain title to and ownership of any and all data
bases, computer programs, screen formats, report formats, interactive
design techniques, derivative works, inventions, discoveries, patentable
or copyrightable matters, concepts, expertise, patents, copyrights, trade
secrets, and other related legal rights utilized by PFPC in connection
with the services provided by PFPC to a Fund. Notwithstanding the
foregoing, the parties acknowledge each Fund shall retain all ownership
rights in Fund data which resides on the PFPC System.
10. Disaster Recovery. PFPC shall enter into and shall maintain in effect with
appropriate parties one or more agreements making reasonable provisions
for emergency use of electronic data processing equipment to the extent
appropriate equipment is available. In the event of equipment failures,
PFPC shall, at no additional expense to a Fund, take reasonable steps to
minimize service interruptions. PFPC shall have no liability with respect
to the loss of data or service interruptions caused by equipment failure,
provided such loss or interruption is not caused by PFPC's own willful
misfeasance, bad faith, gross negligence or reckless disregard of its
duties or obligations under this Agreement.
11. Compensation.
(a) As compensation for services rendered by PFPC during the term of
this Agreement, each Fund will pay to PFPC a fee or fees as may be
agreed to from time to time in writing by such Fund and PFPC.
(b) The undersigned hereby represents and warrants to PFPC that (i) the
terms of this Agreement, (ii) the fees and expenses associated with
this Agreement, and (iii) any benefits accruing to PFPC or to the
adviser or sponsor to a Fund in connection with this Agreement,
including but not limited to any fee waivers, conversion cost
reimbursements, up front payments, signing payments or periodic
payments made or to be made by PFPC to such adviser or sponsor or
any affiliate of the Fund relating to this Agreement have been fully
disclosed to the Board of Trustees of the Trust and that, if
required by applicable law, such Board of Trustees has approved or
will approve the terms of this Agreement, any such fees and
expenses, and any such benefits.
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12. Indemnification. The Trust, on behalf of each Fund, agrees to indemnify,
defend and hold harmless PFPC and its affiliates, including their
respective officers, directors, agents and employees, from all taxes,
charges, expenses, assessments, claims and liabilities (including, without
limitation, attorneys' fees and disbursements and liabilities arising
under the Securities Laws and any state and foreign securities and blue
sky laws) arising directly or indirectly from any action or omission to
act which PFPC takes in connection with the provision of services to each
Fund. Neither PFPC, nor any of its affiliates, shall be indemnified
against any liability (or any expenses incident to such liability) caused
by PFPC's or its affiliates' own willful misfeasance, bad faith, gross
negligence or reckless disregard in the performance of PFPC's activities
under this Agreement. Any amounts payable by a Fund hereunder shall be
satisfied only against the relevant Fund's assets and not against the
assets of any other investment fund of the Trust. The provisions of this
Section 12 shall survive termination of this Agreement.
13. Responsibility of PFPC.
(a) PFPC shall be under no duty to take any action hereunder on behalf
of a Fund except as specifically set forth herein or as may be
specifically agreed to by PFPC and the Trust in a written amendment
hereto. PFPC shall be obligated to exercise care and diligence in
the performance of its duties hereunder and to act in good faith in
performing services provided for under this Agreement. PFPC shall be
liable only for any damages arising out of PFPC's failure to perform
its duties under this Agreement to the extent such damages arise out
of PFPC's willful misfeasance, bad faith, gross negligence or
reckless disregard of such duties.
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(b) Notwithstanding anything in this Agreement to the contrary, (i) PFPC
shall not be liable for losses, delays, failure, errors,
interruption or loss of data occurring directly or indirectly by
reason of circumstances beyond its reasonable control, including
without limitation (subject to Section 10), acts of God; action or
inaction of civil or military authority; public enemy; war;
terrorism; riot; fire; flood; sabotage; epidemics; labor disputes;
civil commotion; interruption, loss or malfunction of utilities,
transportation, computer or communications capabilities;
insurrection; elements of nature; or non-performance by a third
party provided that PFPC has taken reasonable steps to minimize
service interruptions; and (ii) PFPC shall not be under any duty or
obligation to inquire into and shall not be liable for the validity
or invalidity, authority or lack thereof, or truthfulness or
accuracy or lack thereof, of any instruction, direction, notice,
instrument or other information that conforms to the applicable
requirements of this Agreement and which PFPC reasonably believes to
be genuine.
(c) Notwithstanding anything in this Agreement to the contrary, neither
party nor its affiliates shall 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 party or its affiliates.
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(d) Each party shall have a duty to mitigate damages for which the other
party may become responsible.
(e) The provisions of this Section 13 shall survive termination of this
Agreement.
14. Description of Accounting Services on a Continuous Basis.
PFPC will perform the following accounting services with respect to each
Fund:
(i) Journalize investment, capital share and income and expense
activities;
(ii) Verify investment buy/sell trade tickets when received from the
Manager for the Fund and transmit trades to the Fund's custodian
(the "Custodian") for proper settlement;
(iii) Maintain individual ledgers for investment securities;
(iv) Maintain historical tax lots for each security;
(v) Reconcile cash and investment balances of the Fund with the
Custodian, and provide the Manager with the beginning cash balance
available for investment purposes;
(vi) Update the cash availability throughout the day as required by the
Manager;
(vii) Post to and prepare the Statement of Assets and Liabilities and the
Statement of Operations;
(viii) Calculate various contractual expenses (e.g., advisory and custody
fees);
(ix) Monitor the expense accruals and notify an officer of the Fund of
any proposed adjustments;
(x) Control all disbursements and authorize such disbursements upon
Written Instructions;
(xi) Calculate capital gains and losses;
(xii) Determine net income;
(xiii) Obtain security market quotes from independent pricing services
approved by the Manager, or if such quotes are unavailable, then
obtain such prices from the Manager, and in either case calculate
the market value of the Fund's Investments;
(xiv) Transmit or mail a copy of the daily portfolio valuation to the
Manager;
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(xv) Compute net asset value; and
(xvi) As appropriate, compute yields, total return, expense ratios,
portfolio turnover rate, and, if required, portfolio average
dollar-weighted maturity.
15. Privacy. Each party hereto acknowledges and agrees that, subject to the
reuse and re-disclosure provisions of Xxxxxxxxxx X-X, 00 XXX Part 248.11,
it shall not disclose the names, or any other non-public personal
information, of investors in a Fund obtained under this Agreement, except
as necessary to carry out the services set forth in this Agreement or as
otherwise permitted by law or regulation.
16. Description of Administration Services on a Continuous Basis. PFPC will
perform the following administration services with respect to each Fund:
(i) Prepare quarterly broker security transactions summaries;
(ii) Prepare monthly security transaction listings;
(iii) Supply various normal and customary Fund statistical data as
requested on an ongoing basis;
(iv) Monitor the Fund's status as a regulated investment company under
Sub-chapter M of the Internal Revenue Code of 1986, as amended,
incorporating information provided by the Manager and forward
results for quarterly auditor review;
(v) Prepare the Fund's annual and semi-annual shareholder reports;
(vi) Prepare and coordinate with the Fund's counsel and coordinate the
filing of annual Post-Effective Amendments to the Trust's
Registration Statement, prepare and file (or coordinate the filing
of) (i) semi-annual reports on Form N-SAR and (ii) Notices pursuant
to Rule 24f-2;
(vii) Administratively assist in obtaining the fidelity bond and
directors' and officers'/errors and omissions insurance policies for
the Fund in accordance with the requirements of Rule 17g-1 and
17d-1(d)(7) under the 1940 Act as such bond and policies are
approved by the Trust's Board of Trustees;
(viii) Draft agendas and resolutions for quarterly board meetings;
(ix) Coordinate the preparation, assembly and mailing of board materials
for quarterly board meetings;
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(x) Attend quarterly board meetings and draft minutes thereof;
(xi) Maintain the Fund's corporate calendar listing various SEC filing
and board approval deadlines;
(xii) Monitor the Fund's compliance with the amounts and conditions of
each state qualification; and
(xiii) Monitor, on a weekly basis, the Fund's compliance with quantitative
requirements set forth in the 1940 Act and in the Fund's prospectus
and Statement of Additional Information based upon information in
the fund accounting records and incorporating information provided
by the Manager and forward results for Manager review, including
those relating to diversification, concentration limitations,
investments in other investment companies, fund name rule, leverage
and senior securities, liquidity requirements, and investments in
firms with significant (i.e., representing more than 15% of gross
revenues) "securities-related activities."
All regulatory services are subject to the review and approval of Fund
counsel.
17. Duration and Termination.
(a) The term of this Agreement is for an initial term beginning from the
date of this Agreement and continuing through the close of business
three (3) years thereafter (the "Initial Term"). Upon the expiration
of the Initial Term, this Agreement will automatically renew for
successive terms of one (1) year ("Renewal Terms"). Either Party may
terminate this Agreement effective at the end of the Initial Term or
any Renewal Term by providing written notice to the other party of
its intent not to renew. Notice of termination must be received not
less than sixty (60) days prior to the expiration of the Initial
Term or the then current Renewal Term. In the event a Fund gives
notice of termination, all expenses associated with movement (or
duplication) of records and materials and conversion thereof to a
successor service provider (or each successor service provider, if
there are more than one), and all trailing expenses incurred by
PFPC, will be borne by such Fund.
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(b) If a party hereto fails in any material respect to perform its
duties and obligations hereunder (a "Defaulting Party"), or if a
representation and warranty of a party hereof becomes untrue or
inaccurate in any material respect, the other party (the
"Non-Defaulting Party") may give written notice thereof to the
Defaulting Party, and if such material breach shall not have been
remedied within thirty (30) days after such written notice is given,
then the Non-Defaulting Party may terminate this Agreement by giving
thirty (30) days written notice of such termination to the
Defaulting Party. Termination of this Agreement by the
Non-Defaulting Party shall not constitute a waiver of any other
rights or remedies with respect to obligations of the parties prior
to such termination or rights of PFPC to be reimbursed for all of
its out-of-pocket expenses and its normal monthly fees or other
obligations due it. In all cases, termination by the Non-Defaulting
Party shall not constitute a waiver by the Non-Defaulting Party of
any other rights it might have under this Agreement or otherwise
against the Defaulting Party.
(c) Notwithstanding anything contained in this Agreement to the
contrary, should a merger, acquisition, change in control,
re-structuring, re-organization or any other decision involving a
Fund or any affiliate (as defined under the 0000 Xxx) of a Fund
result in such Fund's desire to cease to use PFPC as the provider of
any of the services set forth hereunder in favor of another service
provider prior to the expiration of the then current Initial or
Renewal Term, PFPC shall make a good faith effort to facilitate a
conversion of services to such Fund's successor service provider,
however, there can be no guarantee that PFPC will be able to
facilitate such a conversion of services on the conversation date
requested by such Fund. In connection with the foregoing and prior
to such conversion to the successor service provider, the payment of
all fees to PFPC as set forth herein shall be accelerated to a date
prior to the conversion or termination of services and calculated as
if the services had remained with PFPC until the expiration of the
then current Initial or Renewal Term and calculated at the asset
and/or shareholder account levels, as the case may be, on the date
notice of termination was given to PFPC.
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(d) Upon occurrence of any of the following events, the party not
subject to such event shall have the right to immediately terminate
this Agreement upon written notice to the other party: (i) either
party ceases doing (or gives notice of ceasing to do) business and
its business is not continued by another corporation or entity who
has agreed to assume its obligations, (ii) either party becomes
insolvent or files for or becomes a party to any involuntary
bankruptcy, receivership or similar proceeding, and such involuntary
proceeding is not dismissed within forty-five (45) calendar days
after filing, or (iii) either party makes an assignment for the
benefit of creditors.
18. Notices. Notices shall be addressed (a) if to PFPC, at 000 Xxxxxxxx
Xxxxxxx, Xxxxxxxxxx, Xxxxxxxx 00000, Attention: President (or such other
address as PFPC may inform the Trust in writing); (b) if to a Fund, at 00
Xxxxxxxxx Xxxxxx, Xxxxxxxx, Xxxxxxxxxxx 00000, Attention: President (or
such other address as the Fund may inform PFPC in writing) or (c) if to
neither of the foregoing, at such other address as shall have been given
by like notice to the sender of any such notice or other communication by
the other party. All notices and other communications, including Written
Instructions but excluding Oral Instructions, shall be in writing or by
confirming telegram, cable, telex or facsimile sending device. If notice
is sent by confirming telegram, cable, telex or facsimile sending device,
it shall be deemed to have been given immediately. If notice is sent by
first-class mail, it shall be deemed to have been given five (5) days
after it has been mailed. If notice is sent by messenger, it shall be
deemed to have been given on the day it is delivered.
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19. Amendments. This Agreement, or any term thereof, may be changed or waived
only by written amendment, signed by the party against whom enforcement of
such change or waiver is sought.
20. Assignment. PFPC may assign its rights hereunder to any majority-owned
direct or indirect subsidiary of PFPC or of The PNC Financial Services
Group, Inc., provided that PFPC gives each Fund thirty (30) days prior
written notice of such assignment.
21. 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.
22. Further Actions. Each party agrees to perform such further acts and
execute such further documents as are necessary to effectuate the purposes
hereof.
23. Miscellaneous.
(a) No Changes that Materially Affect Obligations. Notwithstanding
anything in this Agreement to the contrary, the Trust agrees not to
make any modifications to its registration statement or adopt any
policies which would affect materially the obligations or
responsibilities of PFPC hereunder without the prior written
approval of PFPC, which approval shall not be unreasonably withheld
or delayed.
(b) No Representations or Warranties. Except as expressly provided in
this Agreement, PFPC hereby disclaims all representations and
warranties, express or implied, made to the Trust or any other
person, including, without limitation, any warranties regarding
quality, suitability, merchantability, fitness for a particular
purpose or otherwise (irrespective of any course of dealing, custom
or usage of trade), of any services or any goods provided incidental
to services provided under this Agreement. PFPC disclaims any
warranty of title or non-infringement except as otherwise set forth
in this Agreement.
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(c) Entire Agreement. This Agreement embodies the entire agreement and
understanding between the parties and supersedes all prior
agreements and understandings relating to the subject matter hereof,
provided that the parties may embody in one or more separate
documents their agreement, if any, with respect to delegated duties
and fee schedules.
(d) Captions. The captions in this Agreement are included for
convenience of reference only and in no way define or delimit any of
the provisions hereof or otherwise affect their construction or
effect.
(e) Legal Advice. Notwithstanding any provision hereof, the services of
PFPC are not, nor shall they be, construed as constituting legal
advice or the provision of legal services for or on behalf of a Fund
or any other person.
(f) Information. Each Fund will provide such information and
documentation as PFPC may reasonably request in connection with
services provided by PFPC to each Fund.
(g) Governing Law. This Agreement shall be deemed to be a contract made
in Delaware and governed by Delaware law, without regard to
principles of conflicts of law.
(h) Partial Invalidity. If any provision of this Agreement shall be held
or made invalid by a court decision, statute, rule or otherwise, the
remainder of this Agreement shall not be affected thereby.
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(i) 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.
(j) Facsimile Signatures. The facsimile signature of any party to this
Agreement shall constitute the valid and binding execution hereof by
such party.
(k) Customer Identification Program Notice. To help the U.S. government
fight the funding of terrorism and money laundering activities, U.S.
Federal law requires each financial institution to obtain, verify,
and record certain information that identifies each person who
initially opens an account with that financial institution on or
after October 1, 2003. Certain of PFPC's affiliates are financial
institutions, and PFPC may, as a matter of policy, request (or may
have already requested) the Fund's name, address and taxpayer
identification number or other government-issued identification
number, and, if such party is a natural person, that party's date of
birth. PFPC may also ask (and may have already asked) for additional
identifying information, and PFPC may take steps (and may have
already taken steps) to verify the authenticity and accuracy of
these data elements.
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
as of the day and year first above written.
PFPC INC.
By:
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Title:
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EIP INVESTMENT TRUST, on behalf of the Funds
listed on Schedule A
By:
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Title:
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SCHEDULE A
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EIP Growth and Income Fund
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