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EXHIBIT 9.2
ACCOUNTING SERVICES AGREEMENT
This Agreement is made as of October 25, 1993 by and between CONCORD
HOLDING CORPORATION ("Concord"), a Delaware corporation, PFPC INC. ("PFPC") , a
Delaware corporation, which is an indirect wholly-owned subsidiary of PNC Bank
Corp., and MASTER INVESTMENT TRUST, SERIES I (the "Fund").
WHEREAS, Concord has entered into an Administration Agreement dated the
date hereof (the "Administration Agreement") to provide administration services
(including but not limited to fund accounting services) to the Fund, which is an
investment company registered under the Investment Company Act of 1940, as
amended (the 1940 Act");
WHEREAS, the Administration Agreement provides that Concord 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, Concord desires to retain PFPC to provide fund accounting services
for the portfolios of the Fund listed on Appendix A, as amended from time to
time, and PFPC is willing to provide such services, all as more fully set forth
below;
WHEREAS, PFPC is experienced in providing fund accounting services to
investment companies and possesses facilities sufficient to provide such
services; and
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WHEREAS, the Board of Trustees of the Fund has approved the appointment of
PFPC to provide fund accounting services on behalf of the Fund.
NOW, THEREFORE, in consideration of the promises and mutual covenants
herein contained, the parties agree as follows:
1. Definitions.
(a) "Authorized Person". The term "Authorized Person" shall
mean any officer of the Fund and any other person, who is duly authorized by the
Fund's Governing Board, to give Oral and Written Instructions on behalf of the
Fund, provided, however, that if the Governing Board determines that Oral
Instructions or Written Instructions require the approval of more than one
person, the term "Authorized Person" shall mean such persons as are in
combination so authorized. Such persons are listed in the Certificate attached
hereto as the Authorized Persons Appendix to each Services Attachment to this
Agreement. If PFPC provides more than one service hereunder, the Fund's
designation of Authorized Persons may vary by service.
(b) "CFTC". The term "CFTC" shall mean the Commodities Futures
Trading Commission.
(c) "Governing Board". The Term "Governing Board" shall mean
the Fund's Board of Trustees, or, where duly authorized, a competent committee
thereof.
(d) "Oral Instructions". The term "Oral Instructions" shall
mean oral instructions received by PFPC from
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an Authorized Person or from a person reasonably identified to PFPC to be as an
Authorized Person.
(e) "SEC". The term "SEC" shall mean the Securities and
Exchange Commission.
(f) "Securities and Commodities Laws". The term "Securities
and Commodities Laws" shall mean the "1933 Act" which shall mean the Securities
Act of 1933, the "1934 Act" which shall mean the Securities Exchange Act of
1934, the "1940 Act" which shall mean the Investment Company Act of 1940, and
the "CEA" which shall mean the Commodities Exchange Act, in each case as
amended.
(g) "Shares". The terms "Shares" shall mean the shares of any
series or class of units of beneficial interest of the Fund.
(h) "Written Instructions". The term "Written Instructions"
shall mean written instructions signed by one or more Authorized Persons as
required by the Governing Board from time to time and received by PFPC. The
instructions may be delivered by hand, mail, tested telegram, cable, telex or
facsimile sending device.
2. Appointment. Concord hereby appoints PFPC to provide fund accounting
services, in accordance with the terms set forth in this Agreement. PFPC accepts
such appointment and agrees to furnish such services.
3. Delivery of Documents. Concord has provided or, where applicable,
will provide PFPC with the following:
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(a) certified or authenticated copies of the resolutions of the Fund's
Governing Board, approving the appointment of PFPC or its affiliates to provide
fund accounting services;
(b) a copy of the Fund's most recent effective registration statement;
(c) a copy of the Fund's advisory and sub-advisory agreements;
(d) a copy of the Administration Agreement; and
(e) certified or authenticated copies of any and all amendments or
supplements to the foregoing.
4. Compliance with Government Rules and Regulations.
PFPC undertakes to comply with all applicable requirements of the
Securities and Commodities Laws and any other laws, rules and regulations of
state and federal governmental authorities having jurisdiction with respect to
all duties to be performed by PFPC hereunder. Except as specifically set forth
herein, PFPC assumes no responsibility for such compliance by the Fund.
5. Instructions. Unless otherwise provided in this Agreement or by
resolution of the Governing Board which has been submitted to PFPC, PFPC shall
act only upon Oral and Written Instructions.
PFPC shall be entitled to rely upon any Oral and Written Instructions. PFPC
may assume that any Oral or Written Instruction received hereunder is not in any
way inconsistent with the provisions of organizational documents or this
Agreement
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or of any vote, resolution or proceeding of the Fund's Governing Board or any
committee thereof or of the Fund's shareholders.
Concord shall forward, or shall cause the Fund to forward, to PFPC Written
Instructions confirming Oral Instructions 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 shall in no way invalidate the transactions or
enforceability of the transactions authorized by the Oral Instructions. PFPC
shall incur no liability to Concord or to the Fund in acting upon Oral or
Written Instructions.
6. 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 Oral or Written Instructions.
(b) Advice of Counsel. If PFPC shall be in doubt as to any
questions of law pertaining to any action it should or should not take, PFPC may
request advice at its own cost from such counsel of its own choosing (who may be
counsel for the Fund, the Fund's advisor or PFPC, at the option of PFPC).
(c) Conflicting Advice. In the event of a conflict between
Oral or Written Instructions PFPC receives from the Fund, and the written advice
it receives from counsel, PFPC shall be entitled to rely upon and follow such
advice of counsel after notice to the Fund.
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(d) Protection of PFPC. PFPC shall be protected in any action it takes
or does not take in reasonable reliance upon Oral or Written Instructions it
receives from the Fund or written advice of counsel.
Nothing in this paragraph shall be construed so as to impose an
obligation upon PFPC (i) to seek Oral or Written Instructions, or (ii) to act in
accordance with such Oral 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.
Nothing in this sub-section shall excuse PFPC when an action or
omission on the part of PFPC constitutes willful misfeasance, bad faith,
negligence or reckless disregard by PFPC of any duties or obligations under this
Agreement.
7. Records. The books and records pertaining to the Fund, which are in
the possession of PFPC, shall be the property of the Fund. Concord, the Fund or
the Fund's Authorized Persons, shall have access to such books and records at
all times during PFPC's normal business hours. Upon the reasonable request of
Concord or the Fund, copies of any such books and records shall be provided by
PFPC to Concord or the Fund or to an Authorized Person of the Fund, at the
expense of the requesting party. Consistent with Treasury regulation
Section 1.864-2(c)(2)(iii)(5), such books and records shall be maintained at an
office located in Ireland.
PFPC shall keep the following records:
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(a) all above-referenced books and records with respect to the
Fund's books of account;
(b) records of the Fund's securities transactions. PFPC shall
preserve any such books and records in accordance with the requirements of Rule
3la-2 under the 1940 Act.
8. Confidentiality. PPFC agrees to keep confidential and to treat as
proprietary of the Fund all records of the Fund and information relative to the
Fund and its shareholders (past, present and potential), unless the release of
such records or information is otherwise authorized by the Governing Board.
Should PFPC be required to provide such information or records to duly
constituted authorities (who may institute civil or criminal contempt
proceedings for failure to comply), PFPC shall not be required to seek the
Fund's consent prior to disclosing such information but shall be required to
give Concord and the Fund prior written notice of PFPC's intent to disclose such
information.
9. Liaison with Accountants. PFPC shall act as liaison with the Fund's
independent public accountants and shall provide account analyses, fiscal year
summaries, and other audit-related schedules. PFPC shall take all reasonable
action in the performance of its obligations under this Agreement to assure that
the necessary information is made available to such accountants for the
expression of their opinion, as such may be required by the Fund from time to
time.
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10. Disaster Recovery. As soon as reasonably possible, PFPC shall at
its expense enter into and shall maintain in effect with appropriate parties one
or more agreements making reasonable provision of 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 the
Fund, take reasonable steps to minimize service interruptions but shall have no
liability with respect thereto.
11. Compensation. As compensation for services rendered by PFPC during
the term of this Agreement, the Fund will pay to PFPC a fee or fees as may be
approved by Concord in writing and consistent with resolutions adopted by the
Fund's Governing Board.
12. Indemnification. Concord agrees to indemnify and hold harmless PFPC
and its nominees from all taxes, charges, expenses, assessments, claims and
liabilities (including, without limitation, liabilities arising under the
Securities and commodities 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 PFPC takes or does not take (i) at the request or on the direction
of or in reliance on the advice of Concord or the Fund or (ii) upon Oral or
Written Instructions, provided that neither PFPC, nor any of its nominees, shall
be indemnified against any liability to Concord, to the Fund or to its
shareholders (or any expenses incident to
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such liability) arising out of PFPC's own willful misfeasance, negligence or
reckless disregard of its duties and obligations under this Agreement.
13. Responsibility of PFPC. PFPC shall be under no duty to take any
action on behalf of Concord or the Fund except as specifically set forth herein
or as may be specifically agreed to by PFPC, in writing. PFPC shall be obligated
to exercise care and diligence in the performance of its duties hereunder and
shall be responsible for failure to perform its duties under this Agreement
arising out of PFPC's negligence. Notwithstanding the foregoing, PFPC shall not
be responsible for losses beyond its control, provided that PFPC has acted in
accordance with the standard of care set forth above; and provided further that
PFPC shall only be responsible for that portion of losses or damages suffered by
the Fund that are attributable to the negligence of PFPC.
Without limiting the generality of the foregoing or of any other
provision of this Agreement, PFPC, in connection with its duties under this
Agreement, shall not be liable for (a) the validity or invalidity or authority
or lack thereof of any Oral or Written Instruction, notice or other instrument
which conforms to the applicable requirements of this Agreement, and which PFPC
reasonably believes to be genuine; or (b) delays or errors or loss of data
occurring by reason of circumstances beyond PFPC's control, including acts of
civil or military authority, national emergencies, labor difficulties, fire,
flood or catastrophe, acts
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of God, insurrection, war, riots or failure of the mails, transportation,
communication or power supply.
PFPC acknowledges that the performance of this Agreement is for the
benefit of the Fund, that PFPC shall be directly liable and responsible to the
Fund and to Concord for the performance of its obligations hereunder, and that
either the Fund or Concord may therefore enforce, in its own name and for itself
such liability and responsibility against PFPC.
Notwithstanding anything in this Agreement to the contrary, PFPC
expressly disclaims all responsibility for consequential damages, including but
not limited to any that may result from performance or non-performance of any
duty or obligation whether expressed or implied in this Agreement and also
expressly disclaims any express or implied warranty of products or services
provided in connection with the Agreement.
14. Description of Accounting Services.
(a) Services on a Continuing Basis. PFPC will perform the
following accounting functions if requested by Concord or the Fund:
(i) Journalize the Fund's investment, capital
share and income and expense activities;
(ii) Verify investment buy/sell trade tickets
when received from the Fund's investment
advisor and transmit trades to the Fund's
custodian for proper settlement;
(iii) Make daily partnership income allocations
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and perform daily partnership accounting as
necessitated by the master/feeder structure
of the Fund and its feeder funds including,
but not limited to, allocations of realized
and unrealized gains and losses;
(iv) Maintain individual ledgers for investment
securities in both U.S. dollars and foreign
currency terms;
(v) Maintain historical tax lots for each
security and foreign currency;
(vi) Reconcile cash and investment balances of
the Fund with the custodian, and provide the
Fund's investment advisor with the beginning
cash balance available for investment
purposes in both U.S. dollar and foreign
currency terms;
(vii) Update the cash availability throughout the
day as required by the Fund's advisor;
(viii) Post to and prepare the Fund's Statement of
Assets and Liabilities and the Statement of
Operations in U.S. dollar terms;
(ix) Calculate various contractual expenses
(e.g., advisory and custody fees);
(x) Record expense accruals as provided by Fund
management;
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(xi) Record all disbursements from the Fund upon
Written Instructions;
(xii) Calculate capital gains and losses and
foreign exchange gains and losses;
(xiii) Determine the Fund's net income in both U.S.
dollar and foreign currency terms;
(xiv) Obtain security market quotes and foreign
exchange rates from independent pricing
services approved by the Fund's Governing
Board, or if such quotes are unavailable,
then obtain them from the Advisor or as
otherwise directed by resolution of the
Governing Board, and in either case
calculate the market value of the Fund's
investments in both U.S. dollar and foreign
currency terms;
(xv) Transmit or mail a copy of the daily
portfolio valuation and any other required
reports to the Advisor and Concord;
(xvi) Compute the net asset value of the Fund in
U.S. dollars and the dividend rate per
share;
(xvii) As appropriate, compute the Fund's yields,
total return, expense ratios, portfolio
turnover rate, and, if required, portfolio
average dollar-weighted maturity; and
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(xviii) Prepare a monthly financial statement in
U.S. dollars, which will include the
following
items:
Schedule of Investments
Statement of Assets and Liabilities
Statement of Operations
Statement of Changes in Net Assets
Cash Statement
Schedule of Capital Gains and Losses.
(xix) Provide certain financial information
necessary to facilitate the preparation of
the Fund's annual U.S. Federal partnership
income tax return, IRS Form 1065, including
Schedules K-1 thereto;
(xx) With respect to each owner of an interest in
the Fund that has elected, or has notified
PFPC of an intention to elect, to be treated
as a regulated investment company under IRC
section 851, maintain records of the Fund
amounts allocable to such owner of gross
income, dividends, interest and other
categories of gross income described in IRC
section 851(b)(2), and gross income derived
from the sale or disposition by the Fund of
stock, securities or other property
described in IRC section 851(b)(3) that was
held for
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less than 3 months, and timely notify Fund management
of any potential noncompliance by such owner with the
gross income requirements of IRC sections 851(b)(2)
and 851(b)(3) on the assumption that the interest in
the Fund held by such owner is its sole source of
income.
(b) Consistent with Treasury regulation Sections 1.864-
2(c)(2)(iii)(5), (6), (7) and (8), the accounting functions performed by PFPC
shall be performed at an office located in Ireland.
15. Duration and Termination. This Agreement shall continue until
terminated by the Fund or by PFPC on one hundred eighty (180) days prior written
notice to the other party.
16. Notices. All notices and other communications, including Written
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
three 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. Notices shall be addressed
(a) if to PFPC at PFPC's address, 000 Xxxxxxxx Xxxxxxx, Xxxxxxxxxx, Xxxxxxxx
00000; (b) if to Concord, at Concord's address, 000 X. 00xx Xxxxxx, Xxx Xxxx,
Xxx Xxxx 00000; (b) if to the Fund at P.O.
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Box 309, Grand Cayman Islands, British West 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 (d) if to none of the foregoing, at
such other address as shall have been notified to the sender of any such Notice
or other communication.
17. Delegation. PFPC may delegate any or all of its duties under this
Agreement to any offshore affiliate, provided that PFPC shall retain
responsibility therefor as specified herein.
18. 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.
19. Assignment. This Agreement shall extend to and shall be binding
upon the parties hereto, and their respective successors and assigns; provided,
however, that this Agreement shall not be assignable by Concord without the
written consent of PFPC, or by PFPC without the written consent of Concord and
of the Fund, authorized or approved by a resolution of the Fund's Governing
Board.
20. 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.
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21. Further Actions. Each party agrees to perform such further acts and
execute such further documents as are necessary to effectuate the purposes
hereof.
22. No Limitation. Nothing contained in this Agreement shall be
construed in any way so as to limit the obligations of any signing party as set
forth in the letter agreement dated July 21, 1993 by and among PFPC, Bank of
America NTSA, Seattle-First National Bank and Concord Financial Group, Inc.
23. 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 Fund. The trustees, officers,
employees and agents of the Fund shall not personally be bound by or liable
under any written obligation, contract, instrument, certificate or other
interest or undertaking of the Fund made by the trustees or by an officer,
employee or agent of the Fund, 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. All persons dealing with any class of shares of the Fund may enforce
claims against the Fund only against the assets belonging to such class.
24. Miscellaneous. This Agreement embodies the entire agreement and
understanding between the parties and supersedes
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all prior agreements and understandings relating to the subject matter hereof,
provided that the parties may embody with the approval of the Fund in one or
more separate documents their agreement, if any, with respect to delegated
and/or Oral Instructions. The captions in this Agreement are included for
convenience of reference only and in no way define or delimit any of the
provisions hereof or otherwise affect their construction or effect.
This Agreement shall be deemed to be a contract made in Delaware and
governed by Delaware law. If any provision of this Agreement shall be held or
made invalid by a court decision, statute, rule or otherwise, the remainder of
this Agreement shall not be affected thereby. This Agreement shall be binding
and shall inure to the benefit of the parties hereto and their respective
successors.
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their officers designated below on the day and year first above
written.
CONCORD HOLDING CORPORATION
By:/s/ Xxxxxxx Xxxxxxxx
--------------------------------
Title: Treasurer
PFPC INC.
By:/s/ Xxxxxx Xxxxxxxx
--------------------------------
Title: Sr. V.P.
MASTER INVESTMENT TRUST, SERIES I
By:/s/ Xxxxxxx Xxxxxxxxx
--------------------------------
Title: President
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APPENDIX A
Investment Grade Bond Fund
Blue Chip Fund
Asset Allocation Fund
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October 25, 1993
MASTER INVESTMENT TRUST, SERIES I
Re: Accounting Services Fees
Dear Sir/Madam:
This letter constitutes our agreement with respect to
compensation to be paid to PFPC Inc. ("PFPC") under the terms of an Accounting
Services Agreement dated October 25, 1993 between Concord Holding Corporation,
Master Investment Trust, Series I and PFPC, as amended from time to time (the
"Agreement") relating to the portfolios of the Fund listed on Exhibit A attached
hereto (the "Portfolios"). Pursuant to Paragraph 11 of that Agreement, and in
consideration of services to be provided, each Portfolio will pay PFPC an annual
accounting fee, to be calculated daily and paid monthly. Each Portfolio will
also reimburse PFPC for its out-of pocket expenses incurred on behalf of that
Portfolio, including, but not limited to, postage, telephone, telex, federal
express, overnight delivery services, daily report transmissions, record
retention/storage and outside independent pricing service charges.
The annual accounting fee shall be payable in equal monthly
installments of $7,100 with respect to each Portfolio of the Fund plus .045% of
each Portfolio's average daily net assets from $100 million to $250 million;
.035% of each Portfolio's next $250 million of average daily net assets; and
.025% of each Portfolio's average daily net assets over $500 million.
The fee for the period from the date hereof until the end of
that calendar year shall be pro-rated according to the proportion which such
period bears to the full annual period commencing on the date hereof.
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If the foregoing accurately sets forth our agreement, and you intend
to be legally bound thereby, please execute a copy of this letter and return it
to us.
Very truly yours,
PFPC INC.
By:/s/ Xxxxxx Xxxxxxxx
------------------------
Title: Sr. V.P.
Accepted:
CONCORD HOLDING CORPORATION
By:/s/ Xxxxxxx Xxxxxxxx
-------------------------------
Title: Treasurer
MASTER INVESTMENT TRUST, SERIES I
By:/s/ Xxxxxxx Xxxxxxxxx
-------------------------------
Title: President
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EXHIBIT A
Portfolios
INVESTMENT GRADE BOND
BLUE CHIP FUND
ASSET ALLOCATION FUND
And any other portfolios of the Fund, whether now existing or hereafter
created, for which the Fund has approved PFPC to provide accounting services and
for which PFPC provides accounting services.
