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EXHIBIT 9.1
ADMINISTRATION AGREEMENT
This Administration Agreement is made as of this 1st day of
November, 1996 between MASTER INVESTMENT TRUST, SERIES I, a Delaware business
trust (herein called the "Trust"), and THE BISYS GROUP, INC., a Delaware
corporation.
WHEREAS, the Trust is a Delaware business trust which is an
open-end management investment company and is so registered under the Investment
Company Act of 1940 (the "1940 Act"); and
WHEREAS, the Trust will offer and maintain the following
investment portfolios: Asset Allocation Fund, Blue Chip Fund, Corporate Bond
Fund, Growth and Income Fund, International Bond Fund, International Equity
Fund, Investment Grade Bond Fund, Short-Term Government Fund and Utilities Fund
(collectively, the "Funds"); and
WHEREAS, the Trust desires to retain The BISYS Group,
Inc. as its Administrator to provide it with administrative
services for the Funds and The BISYS Group, Inc. is willing to
provide such services for the Funds;
NOW, THEREFORE, in consideration of the premises and mutual
covenants set forth herein, the parties hereto agree as follows:
I. ADMINISTRATION
1. APPOINTMENT OF ADMINISTRATOR. The Trust hereby appoints The
BISYS Group, Inc. as Administrator of each Fund on the terms and for the period
set forth in this Agreement and The BISYS Group, Inc. hereby accepts such
appointment and agrees to have the services and duties set forth in this Section
I performed for the compensation provided in this Section. The Trust understands
that the services and duties set forth in this Section I will be performed by
BISYS Fund Services, L.P., a wholly-owned subsidiary of The BISYS Group, Inc.
(hereafter, BISYS Fund Services, L.P. and The BISYS Group, Inc., collectively
"BISYS"). Notwithstanding anything herein to the contrary, The BISYS Group, Inc.
shall be as fully responsible to the Trust for the acts or omissions of BISYS
Fund Services, L.P. and any other affiliate of The BISYS Group, Inc. as The
BISYS Group, Inc. is for its own acts or omissions. The Trust further
understands that BISYS now acts and will continue to act as administrator of
various investment companies and fiduciary of other managed accounts, and the
Trust has no objection to BISYS' so acting. In addition, it is understood that
the persons employed by BISYS to assist in the performance of its duties
hereunder will not devote
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their full time to such services and nothing herein contained shall be deemed to
limit or restrict the right of BISYS or any affiliate of BISYS to engage in and
devote time and attention to other businesses or to render services of whatever
kind or nature.
2. SERVICES AND DUTIES.
(A) Subject to the supervision and control of the
Trust's Board of Trustees, BISYS will provide facilities, equipment, statistical
and research data, clerical, accounting and bookkeeping services, internal
auditing and legal services, and personnel to carry out all administrative
services required for operation of the business and affairs of the Funds, other
than those investment advisory functions which are to be performed by the
Trust's Investment Adviser and any Sub-Investment Adviser, those services to
performed by PNC Bank, National Association pursuant to the Trust's Custodian
Services Agreement and those services normally performed by the Trust's counsel
and auditors. The responsibilities of BISYS include without limitation the
following services:
(1) Providing a facility to receive purchase
and redemption orders for interests in the Funds (the
"Interests");
(2) Providing for the preparing, supervising
and mailing of confirmations for all purchase and
redemption orders for Interests;
(3) Providing and supervising the operation
of an automated data processing system to process purchase and
redemption orders for Interests received by BISYS (BISYS
assumes responsibility for the accuracy of the data
transmitted for processing or storage);
(4) Overseeing the performance of PNC Bank,
National Association under the Custodian Services
Agreement with respect to the Funds; and
(5) Making available information concerning
each Fund to its interestholders; distributing written
communications to each Fund's interestholders such as periodic
listings of each Fund's securities, annual and semi-annual
reports, and prospectuses and supplements thereto; and
handling interestholder problems and calls relating to
administrative matters.
(B) BISYS shall assure that persons are available to
transmit redemption requests for Interests to the Trust's fund accounting agent
as promptly as practicable.
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(C) BISYS shall assure that persons are available to
transmit orders accepted for the purchase of Interests to the Trust's fund
accounting agent as promptly as practicable.
(D) BISYS shall participate in the periodic updating
of the Trust's registration statement and shall accumulate information for and,
subject to approval by the Trust's Treasurer and legal counsel, coordinate the
preparation, filing, printing and dissemination of reports to each Fund's
interestholders and the Commission, including but not limited to annual reports
and semi-annual reports on Form N-SAR and proxy materials pertaining to the
Funds.
(E) BISYS shall compute each Fund's net asset value
on each business day.
(F) BISYS shall calculate dividends and capital gain
distributions to be paid to each Fund's interestholders.
(G) BISYS shall pay all costs and expenses of
maintaining the offices of the Trust, wherever located, and shall arrange for
payment by the Trust of all expenses payable by the Trust.
(H) BISYS, after consultation with legal counsel for
the Trust, shall determine the jurisdictions, if any, in which the Interests
shall be registered or qualified for sale and, in connection therewith, shall be
responsible for the maintenance of the registration or qualification of the
Interests for sale under the securities laws of any state. Payment of Interest
registration fees and any fees for qualifying or continuing the qualification of
the Trust shall be made by the Trust.
(I) BISYS shall provide the services of certain
persons who may be appointed as officers of the Trust by the Trust's Board of
Trustees.
(J) BISYS shall oversee the maintenance by PNC Bank,
National Association of the books and records pertaining to the Funds required
under the 1940 Act in connection with the performance of the Trust's Custodian
Services Agreement, and shall maintain such other books and records with respect
to the Funds (other than those required to be maintained by the Trust's
Investment Adviser and Sub-Investment Adviser) as may be required by law or may
be required for the proper operation of the business and affairs of the Funds.
In compliance with the requirements of Rule 31a-3 under the 1940 Act, BISYS
agrees that all such books and records which it maintains, or is responsible for
maintaining, for the Trust and the Funds are the property of the Trust and
further agrees to surrender promptly to the Trust any of such books and records
upon the Trust's request. BISYS
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further agrees to preserve for the periods prescribed by Rule 31a-2 under the
1940 Act said books and records required to be maintained by Rule 31a-1 under
said Act.
(K) BISYS shall prepare the Funds' federal, state and
local income tax returns.
(L) BISYS shall prepare and, subject to approval of
the Trust's Treasurer, disseminate the Trust's quarterly financial statements
and schedules of investments to the Trust's Board of Trustees, and shall prepare
such other reports relating to the business and affairs of the Funds (not
otherwise appropriately prepared by the Trust's Investment Adviser,
Sub-Investment Adviser, counsel or auditors) as the officers and trustees of the
Trust may from time to time reasonably request in connection with performance of
their duties.
(M) BISYS shall assist PNC Bank, National Association
and the Trust's Investment Adviser, Sub-Investment Adviser, counsel and auditors
as required to carry out the business and operations of the Funds.
(N) In performing its duties as Administrator for the
Funds, BISYS will act in conformity with the Trust's Amended and Restated
Declaration of Trust, By-Laws, registration statement, and the instructions and
directions of the Board of Trustees of the Trust. It is understood that the
services and duties described in, and to be performed by BISYS and any
subcontractors under, this Agreement shall be performed offshore, at a general
business office or offices outside the United States in which the personnel
performing such services and duties are located, to the extent that such
services and duties relate to the functions itemized in Treasury regulation
Sections 1.864- 2(c)(2)(iii). In addition, BISYS will conform to and comply
with the requirements of the 1940 Act and all other applicable federal or state
laws and regulations.
3. SUBCONTRACTORS. It is understood that BISYS may from time
to time employ or associate with itself such person or persons as BISYS may
believe to be particularly fitted to assist in the performance of this
agreement; provided, however, that the compensation of such person or persons
shall be paid by BISYS and that notwithstanding anything herein to the contrary
The BISYS Group, Inc. shall be as fully responsible to the Trust for the acts
and omissions of any subcontractor as The BISYS Group, Inc. is for its own acts
and omissions. Without limiting the generality of the foregoing, it is
understood that BISYS, an affiliate of BISYS or a subcontractor has entered into
an agreement with PFPC, Inc. under which said institution will provide certain
accounting, bookkeeping, pricing and dividend and distribution calculation
services with respect to the Funds at the expense of the Funds.
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4. EXPENSES ASSUMED AS ADMINISTRATOR. Except as otherwise
stated in this subsection 4, BISYS shall pay all expenses incurred by it in
performing its services and duties hereunder as Administrator including the cost
of any independent pricing service used in connection with the Funds. Other
expenses to be incurred in the operation of the Funds (other than those borne by
the Trust's Investment Adviser and Sub-Investment Adviser) including taxes,
interest, brokerage fees and commissions, if any, fees of trustees who are not
officers, directors, partners, employees or holders of 5 percent or more of the
outstanding voting securities of the Trust's Investment Adviser, Sub-Investment
Adviser or BISYS or any of their affiliates, state blue sky registration and
qualification fees (if any), advisory fees, charges of custodians, transfer and
dividend distributing agents' fees, certain insurance premiums, outside auditing
and legal expenses, costs of maintaining corporate existence, costs attributable
to interestholder services, including without limitation telephone and personnel
expenses, costs of preparing and printing prospectuses or any supplement or
amendment thereto, necessary for the continued effective registration of the
Interests under federal or state securities laws, costs of printing and
distributing any prospectus, supplement or amendment thereto for existing
interestholders of the Fund described therein, costs of interestholders' reports
and corporate meetings and any extraordinary expenses will be borne by the
Trust.
5. COMPENSATION. For the services provided and the expenses
assumed as Administrator pursuant to Section I of this Agreement, the Trust will
pay The BISYS Group, Inc. a fee, computed daily and payable monthly, at the
annual rate of .05 percent of the average net assets of each Fund. Such fee as
is attributable to each Fund shall be a separate (and not joint or joint and
several) obligation of each such Fund.
II. CONFIDENTIALITY
BISYS will treat confidentially and as proprietary information
of the Trust all records and other information relative to the Trust and the
Funds and prior or present interestholders or those persons or entities who
respond to inquiries concerning investment in the Trust, and will not use such
records and information for any purpose other than performance of its
responsibilities and duties hereunder or under any other agreement with the
Trust, except after prior notification to and approval in writing by the Trust,
which approval shall not be unreasonably withheld and may not be withheld where
BISYS may be exposed to civil or criminal contempt proceedings for failure to
comply, when BISYS is requested to divulge such information by duly constituted
authorities, or when BISYS is so requested by the Trust.
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III. LIMITATIONS OF LIABILITY
Neither The BISYS Group, Inc. nor BISYS Fund Services, L.P. shall be
liable for any error of judgment or mistake of law or for any loss suffered by
the Trust or by any Fund in connection with the matters to which this Agreement
relates, except a loss resulting from willful misfeasance, bad faith or
negligence on its part in the performance of its duties or from reckless
disregard by it of its obligations and duties under this Agreement. Any person,
even though also an officer, director, partner, employee or agent of BISYS, who
may be or become an officer, trustee, employee or agent of the Trust, shall be
deemed, when rendering services to the Trust or to any Fund, or acting on any
business of the Trust or of any Fund (other than services or business in
connection with BISYS' duties as Administrator hereunder or under any other
agreement with the Trust) to be rendering such services to or acting solely for
the Trust or the Fund and not as an officer, director, partner, employee or
agent or one under the control or direction of BISYS even though paid by BISYS.
IV. DURATION AND TERMINATION
This Agreement shall become effective on November 1, 1996 and
shall continue in effect until October 31, 1997, unless sooner terminated as
provided herein. Thereafter, if not terminated, this Agreement shall continue
automatically as to a particular Fund for successive terms of one year, provided
that such continuance is specifically approved at least annually (a) by a vote
of a majority of those members of the Board of Trustees of the Trust who are not
parties to this Agreement or "interested persons" of any such party, cast in
person at a meeting called for the purpose of voting on such approval, and (b)
by the Board of Trustees of the Trust or by vote of a "majority of the
outstanding voting securities" of such Fund; provided, however, that this
Agreement may be terminated by the Trust at any time with respect to any Fund,
without the payment of any penalty, by vote of a majority of the entire Board of
Trustees of the Trust or by a vote of a "majority of the outstanding voting
securities" of such Fund on 60 days' written notice to The BISYS Group, Inc., or
by The BISYS Group, Inc. at any time, without the payment of any penalty, on 90
days' written notice to the Trust. This Agreement will automatically and
immediately terminate in the event of its "assignment." (As used in this
Agreement, the terms "majority of the outstanding voting securities, "interested
person" and "assignment" shall have the same meaning as such terms have in the
1940 Act.)
V. AMENDMENT OF THIS AGREEMENT
No provision of this Agreement may be changed, waived,
discharged or terminated orally, but only by an instrument in
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writing signed by the party against which an enforcement of the change, waiver,
discharge or termination is sought.
VI. NOTICES
Notices of any kind to be given to the Trust hereunder by
BISYS shall be in writing and shall be duly given if mailed or delivered to the
Trust at X.X. Xxx 000, Xxxxx Xxxxxx, Xxxxxx Xxxxxxx, Xxxxxxx Xxxx Indies,
Attention: President, with copies to Xxxxxx X. Xxxxxxx, Esq., Chairman,
XxXxxxxxx & Xxxxxxx, 000 Xxxxx Xxxx Xxxxxx, Xxxxx 000, Xxxxxxxx, XX 00000-0000
and to W. Xxxxx XxXxxxxx, III, Esq., Secretary, Drinker Xxxxxx & Xxxxx,
Philadelphia National Bank Building, 0000 Xxxxxxxx Xxxxxx, Xxxxxxxxxxxx, XX
00000 or at such other addresses or to such individuals as shall be so specified
by the Trust to BISYS. Notices of any kind to be given to BISYS hereunder by the
Trust shall be in writing and shall be duly given if mailed or delivered to
BISYS at 000 Xxxxx Xxxx, Xxxxxx Xxxxx, Xxx Xxxxxx, 00000, Attention: Xxxxx X.
Dell, General Counsel, or at such other address or to such individual as shall
be so specified by BISYS to the Trust.
VII. NAMES
The names "Master Investment Trust, Series I" and "Trustees of
Master Investment Trust, Series I" refer respectively to the Trust created and
the Trustees, as trustees but not individually or personally, acting from time
to time under a Declaration of Trust dated October 23, 1992, as amended and
restated on February 10, 1993, which is hereby referred to and a copy of which
is on file at the principal office of the Trust. The Trustees, officers,
employees and agents of the Trust shall not personally be bound by or liable
under any written obligation, contract, instrument, certificate or other
interest or undertaking of the Trust made by the Trustees or by an officer,
employee or agent of the Trust, in his or her capacity as such, nor shall resort
be had to their private property for the satisfaction of any obligation or claim
thereunder.
VIII. 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. This Agreement may be signed in
one or more counterparts, each of which shall be an original and all of which
together shall be deemed one and the same document. 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.
Subject to the provisions of Section IV hereof, this Agreement shall be binding
upon and shall inure to the benefit of the parties hereto and
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their respective successors and shall be governed by Delaware law; provided,
however, that nothing herein shall be construed in a manner inconsistent with
the 1940 Act or any rule or regulation of the Commission thereunder.
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.
MASTER INVESTMENT TRUST, SERIES I
BY: /s/ J. Xxxxx Xxxxx
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J. Xxxxx Xxxxx
President
Attest: /s/ W. Xxxxx XxXxxxxx, III
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W. Xxxxx XxXxxxxx, III
Secretary
THE BISYS GROUP, INC.
By: /s/ Xxxxxx X. XxXxxxxx
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Xxxxxx X. XxXxxxxx
EVP and CFO
Attest: /s/ Xxxxx X. Dell
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Xxxxx X. Dell
Vice President,
General Counsel
and Secretary
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