Exhibit 99B.H.i
ADMINISTRATION AGREEMENT
AGREEMENT made this ____ day of _______, 2001 by and between PIC INVESTMENT
TRUST, a Delaware business trust, (the "Trust") and INVESTMENT COMPANY
ADMINISTRATION, L.L.C., an Arizona limited liability company, (the
"Administrator").
WITNESSETH
WHEREAS, the Trust is registered as an open-end management investment
company under the Investment Company Act of 1940 (the "1940 Act"), with shares
of beneficial interest organized into separate series (each, a "series" or a
"Fund"); and
WHEREAS, the Trust wishes to retain the Administrator to provide certain
administrative services in connection with the management of the operations of
PIC Twenty Portfolio, Institutional Class, a separate designated series of the
Trust (the "Portfolio"), and the Administrator is willing to furnish such
services:
NOW THEREFORE, in consideration of the premises and mutual covenants herein
contained, it is agreed between the parties hereto as follows:
1. Appointment. The Trust hereby appoints the Administrator to provide
certain administrative services, hereinafter enumerated, in connection with the
management of the Portfolio's operations for the period and on the terms set
forth in this Agreement. The Administrator agrees to comply with all relevant
provisions of the 1940 Act, applicable rules and regulations thereunder, and
other applicable law.
2. Services on a Continuing Basis. The Administrator will perform the
following services on a regular basis which would be daily, weekly or as
otherwise appropriate:
(A) prepare and coordinate reports and other materials to be supplied
to the Board of Trustees of the Trust;
(B) prepare and/or supervise the preparation and filing of all
securities filings, periodic financial reports, prospectuses, statements of
additional information, marketing materials, tax returns, shareholder
reports and other regulatory reports or filings required of the Trust and
the Portfolio.
(C) prepare all required filings necessary for the sale of shares of
the Portfolio in all states where the officers of the Trust deem it
appropriate;
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(D) coordinate the preparation, printing and mailing of all materials
(E.G., Annual Reports) required to be sent to shareholders;
(E) coordinate the preparation and payment of Trust and Portfolio
related expenses;
(F) conduct relations with, and monitor and oversee the activities of
the Trust's and the Portfolio's servicing agents (I.E., transfer agent,
custodian, fund accounting agent, attorneys, underwriters, brokers and
dealers, corporate fiduciaries and banks) and such other persons in any
such other capacity deemed to be necessary or desirable;
(G) review and adjust as necessary the Portfolio's daily expense
accruals;
(H) maintain and keep such books and records of the Trust as required
by law or for the proper operation of the Trust and the Portfolio other
than those maintained and kept by the Trust's Adviser and other servicing
agents;
(I) provide the Trust with (i) the services of persons competent to
perform the administrative and clerical functions described herein, and
(ii) personnel to serve as officers of the Trust;
(J) provide the Portfolio with office space as well as administrative
offices and such data processing facilities as are necessary for the
performance of its duties under this Agreement.
(K) monitor the Portfolio's compliance with investment policies and
restrictions as set forth in the Portfolio's currently effective Prospectus
and Statement of Additional Information under the Securities Act of 1933
(the "1933 Act").
(L) perform such additional services as may be agreed upon by the
Trust and the Administrator.
3. Responsibility of the Administrator. The Administrator shall be under no
duty to take any action on behalf of the Trust or the Portfolio except as set
forth herein or as may be agreed to by the Administrator in writing. In the
performance of its duties hereunder, the Administrator shall be obligated to
exercise reasonable care and diligence and to act in good faith and to use its
best efforts. Without limiting the generality of the foregoing or any other
provision of this Agreement, the Administrator shall not be liable for delays or
errors or loss of data occurring by reason of circumstances beyond the
Administrator's control.
4. Reliance Upon Instructions. The Trust agrees that the Administrator
shall be entitled to rely upon any instructions, oral or written, actually
received by the Administrator from the Board of Trustees of the Trust and shall
incur no liability to the Trust or the investment adviser to the Portfolio in
acting upon such oral or written instructions, provided such instructions
reasonably appear to have been received from a person duly authorized by the
Board of Trustees of the Trust to give oral or written instructions on behalf of
the Trust or the Portfolio.
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5. Confidentiality. The Administrator agrees on behalf of itself and its
employees to treat confidentially all records and other information relative to
the Trust and Portfolio and all prior, present or potential shareholders of the
Portfolio, except after prior notification to, and approval of release of
information in writing by, the Trust, which approval shall not be unreasonably
withheld where the Administrator may be exposed to civil or criminal contempt
proceedings for failure to comply, when requested to divulge such information by
duly constituted authorities, or when so requested by the Trust or by the
Portfolio.
6. Equipment Failures. In the event of equipment failures or the occurrence
of events beyond the Administrator's control which render the performance of the
Administrator's functions under this Agreement impossible, the Administrator
shall take reasonable steps to minimize service interruptions and is authorized
to engage the services of third parties to prevent or remedy such service
interruptions.
7. Compensation. As compensation for services rendered by the Administrator
during the term of this Agreement, the Portfolio will pay to the Administrator a
monthly fee at the rate of 0.10% of the Portfolio's average daily net assets,
subject to a minimum annual fee of $40,000. This fee arrangement may be amended
from time to time, pursuant to Section 10 of this Agreement.
8. Indemnification. The Trust agrees to indemnify and hold harmless the
Administrator from all taxes, filing fees, charges, expenses, assessments,
losses, claims and liabilities (including without limitation, liabilities
arising under the 1933 Act, the Securities Exchange Act of 1934, the 1940 Act,
and any state and foreign securities laws, all as amended from time to time) and
expenses, including (without limitation) reasonable attorneys fees and
disbursements, reasonably arising directly or indirectly from any action or
thing which the Administrator takes or does or omits to take or do at the
request of or in reliance upon the advice of the Board of Trustees of the Trust,
provided that the Administrator will not be indemnified against any liability to
the Portfolio or to shareholders (or any expenses incident to such liability)
arising out of the Administrator's own willful misfeasance, bad faith,
negligence or reckless disregard of its duties and obligations under this
Agreement. The Administrator agrees to indemnify and hold harmless the Trust and
each of its Trustees from all losses, claims and liabilities (including without
limitation, liabilities under the 1933 Act, the Securities Exchange Act of 1934,
the 1940 Act, and any state and foreign securities laws, all as amended from
time to time) and expenses, including (without limitation) reasonable attorneys
fees and disbursements, arising directly or indirectly from any action or thing
which the Administrator takes or does or omits to take or do which is in
violation of this Agreement or not in accordance with instructions properly
given to the Administrator, or arising out of the Administrator's own willful
misfeasance, bad faith, negligence or reckless disregard of its duties and
obligations under this Agreement.
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9. Duration and termination. This Agreement shall continue until
termination by the Trust on behalf the Portfolio (by resolution of the Board of
Trustees) or the Administrator on 60 days' written notice to the other party.
All notices and other communications hereunder shall be in writing.
10. Amendments. This Agreement or any part hereof may be changed or waived
only by instrument in writing signed by the party against which enforcement of
such change or waiver is sought, provided such amendment is specifically
approved by the Board of Trustees of the Trust.
11. Miscellaneous. This Agreement embodies the entire agreement and
understanding between the parties thereto with respect to the services to be
performed hereunder, and supersedes all prior agreements and understandings,
relating to the subject matter hereof. The captions in this Agreement are
included for convenience of reference only and in no way define or limit any of
the provisions hereof or otherwise affect their construction or effect. This
Agreement shall be deemed to be a contract made in Arizona and governed by
Arizona 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
will not be affected thereby. This Agreement shall be binding upon and shall
inure to the benefit of the parties hereto and their respective successors.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their officers designated below on the date first written above.
PIC INVESTMENT TRUST
By:
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Name:
Title:
INVESTMENT COMPANY ADMINISTRATION, L.L.C.
By:
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Name:
Title:
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