ADMINISTRATION AND ACCOUNTING SERVICES AGREEMENT
THIS AGREEMENT is made as of ________, 2006 by and between PFPC Inc., a
Massachusetts corporation ("PFPC"), and BHR INSTITUTIONAL FUNDS a Delaware
statutory trust (the "Trust").
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 wishes to retain PFPC to provide administration and
accounting services to its investment series now or in the future existing (each
a "Series") 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 the Trust and any
other person duly authorized by the Trust's Board of Trustees
to give Oral Instructions and Written Instructions on behalf
of the Trust. 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) "ORAL INSTRUCTIONS" mean 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.
(e) "SEC" means the Securities and Exchange Commission.
(f) "SECURITIES LAWS" has the meaning ascribed to the term
"Federal Securities Laws" in Rule 38a-1 under the Investment
Company Act of 1940, as amended as well as the Commodity
Exchange Act.
(g) "SHARES" means the shares of beneficial interest of any series
or class of the Trust.
(h) "WRITTEN INSTRUCTIONS" mean (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 hereby appoints PFPC to provide administration
and accounting services to each of the Series, 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 the Trust or
other entity.
4. INSTRUCTIONS.
(a) Unless otherwise provided in this Agreement, PFPC shall act
only upon Oral Instructions or Written Instructions.
(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 the Trust's shareholders, unless and until PFPC receives
Written Instructions to the contrary.
(c) The Trust 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 TRUST. 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 Trust.
(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 the Trust, the Trust's
investment adviser or PFPC, at the option of PFPC).
(c) CONFLICTING ADVICE. In the event of a conflict between
directions or advice or Oral Instructions or Written
Instructions PFPC receives from the Trust and the advice PFPC
receives from counsel, PFPC may rely upon and follow the
advice of counsel. PFPC shall provide the Trust with prior
written notice of its intention to follow advice of counsel
that is materially inconsistent with Oral or Written
Instructions. PFPC shall further provide the Trust with a copy
of such advice of counsel.
(d) PROTECTION OF PFPC. PFPC shall be indemnified by the Trust and
without liability for 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 the
Trust 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.
6. RECORDS; VISITS.
(a) The books and records pertaining to the Trust and the Series
which are in the possession or under the control of PFPC shall
be the property of the Trust. Such books and records shall be
prepared and maintained as required by the 1940 Act and other
applicable securities laws, rules and regulations. The Trust
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 the Trust, copies of any such books
and records shall be provided by PFPC to the Trust or to an
Authorized Person, at the Trust's expense.
(b) PFPC shall keep the following records:
(i) all books and records with respect to each Series'
books of account;
(ii) records of each Series' 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 (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 or PFPC, their respective subsidiaries
and affiliated companies and the customers, clients and suppliers of
any of them; (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 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
subject to such confidentiality obligations if it: (a) is already known
to the receiving party at the time it is obtained; (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; or (g) is necessary for PFPC to release such information in
connection with the provision of services under this Agreement; or (h)
has been or is independently developed or obtained by the receiving
party.
8. LIAISON WITH ACCOUNTANTS. PFPC shall act as liaison with the Trust's
independent public accountants and shall provide account analyses,
fiscal year summaries, and other audit-related schedules with respect
to each Series. 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 the Trust.
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
the Trust.
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 the Trust,
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, 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, the Trust, on behalf of each Series, will
pay to PFPC a fee or fees as may be agreed to in writing by
the Trust and PFPC. Subject to payment of filing fees to PFPC
in advance, PFPC will remit to the respective jurisdictions
the requisite blue sky filing fees for the shares of the
relevant Series(s) (or classes thereof), and any fees for
qualifying or continuing the qualification of any Series(s)
(or classes thereof).
(b) The undersigned hereby represents and warrants to PFPC that
the terms of 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 or Trustees has
approved or will approve the terms of this Agreement.
12. INDEMNIFICATION. (a) The Trust, on behalf of each Series, 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 the Trust. 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, negligence or reckless disregard in the
performance of PFPC's activities under this Agreement. Any amounts
payable by the Trust hereunder shall be satisfied only against the
relevant Series' assets and not against the assets of any other
investment portfolio of the Trust. The provisions of this Section 12
shall survive termination of this Agreement.
(b) PFPC agrees to defend, indemnify and hold the Trust and its
officers, directors and employees harmless from all taxes,
charges, expenses, assessments, claims and liabilities
(including reasonable attorneys' fees and disbursements and
liabilities arising under the Securities Laws and any state
and foreign securities and blue sky laws) caused by the
negligence, bad faith or willful misfeasance of PFPC in the
performance of its duties hereunder. Notwithstanding the
foregoing, the Fund shall not be indemnified against any
liability (or any expenses incident to such liability) caused
by the Trust or the Trust's other service providers'
misfeasance, bad faith or negligence or any material breach by
the Trust of this Agreement or any other agreement between
PFPC and the Trust.
(c) LEGAL ACTION AGAINST INDEMNIFICATION PARTY.
(i) Notice of the Action
A party that seeks indemnification under Section 12
must promptly give the other party notice of any
legal action. But a delay in notice does not relieve
an indemnifying party of any liability to an
indemnified party, except to the extent the
indemnifying party shows that the delay prejudiced
the defense of the action.
(ii) Participating in or Assuming the Defense
The indemnifying party may participate in the defense
at any time or it may assume the defense by giving
notice to the other party. After assuming the
defense, the indemnifying party:
(1) must select any attorney that is
satisfactory to the other party;
(2) is not liable to the other party for any
later attorney's fees or for any other later
expenses that the other party incurs, except
for reasonable investigation costs;
(3) must not compromise or settle the action
without the other party's consent (but the
other party must not unreasonably withhold
its consent); and
(4) is not liable for any compromise or
settlement made without its consent. (iii)
Failing to Assume the Defense If the
indemnifying party fails to participate in
or assume the defense within 15 days after
receiving notice of the action, the
indemnifying party is bound by any
determination made in the action or by any
compromise or settlement made by the other
party.
(d) 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 the Trust or any Series 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 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,
negligence or reckless disregard of such duties or any
material breach by PFPC of this Agreement.
(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 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; 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 which conforms to applicable requirements of this
Agreement, if any, and which PFPC reasonably believes to be
genuine.
(c) Notwithstanding anything in this Agreement to the contrary,
(i) neither PFPC 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
PFPC or its affiliates.
(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.
(f) Notwithstanding anything in this Agreement to the contrary,
PFPC shall have no liability either for any error or omission
of any of its predecessors as servicer on behalf of the Trust
or for any failure to discover any such error or omission.
14. DESCRIPTION OF ACCOUNTING SERVICES ON A CONTINUOUS BASIS.
PFPC will perform the following accounting services with respect to
each Series:
(i) Journalize investment, capital share and income and expense
activities;
(ii) Verify investment buy/sell trade tickets when received from
the investment adviser for a Series (the "Adviser") and
transmit trades to the Trust'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 Trust with the
Custodian, and provide the Adviser with the beginning cash
balance available for investment purposes;
(vi) Update the cash availability throughout the day as required by
the Adviser;
(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
Trust 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 Adviser, or if such quotes are
unavailable, then obtain such prices from the Adviser, and in
either case calculate the market value of each Series'
Investments;
(xiv) Transmit or mail a copy of the daily portfolio valuation to
the Adviser;
(xv) Compute net asset value;
(xvi) As appropriate, compute yields, total return, expense ratios,
portfolio turnover rate, and, if required, portfolio average
dollar-weighted maturity; and
(xvii) Prepare a monthly financial statement 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.
15. DESCRIPTION OF ADMINISTRATION SERVICES ON A CONTINUOUS BASIS.
PFPC will perform the following administration services with respect to
each Series:
(i) Prepare quarterly broker security transactions summaries;
(ii) Prepare monthly security transaction listings;
(iii) Supply various normal and customary Series and Trust
statistical data as requested on an ongoing basis;
(iv) Prepare for execution and file the Trust's Federal and state
tax returns;
(v) Monitor each Series' status as a regulated investment company
under Sub-chapter M of the Internal Revenue Code of 1986, as
amended;
(vi) Prepare the Trust's annual and semi-annual shareholder
reports, and prepare and coordinate the filing of Forms N-CSR,
N-Q and N-PX (with the Trust providing the voting records in
the format required by PFPC);
(vii) Prepare and coordinate the filing of annual Post-Effective
Amendments to the Trust's Registration Statement; prepare and
file (or coordinate the filing of) (i) annual and semi-annual
reports on Form N-SAR and (ii) Notices pursuant to Rule 24f-2;
(viii) Administratively assist in obtaining the fidelity bond and
directors' and officers'/errors and omissions insurance
policies for the Trust 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;
(ix) Draft notices, agendas and resolutions for quarterly board
meetings and draft actions by written consent of the Board;
(x) Coordinate the preparation, assembly and mailing of board
materials for quarterly board meetings;
(xi) Attend quarterly board meetings and draft minutes thereof;
(xii) Maintain a regulatory calendar for the Trust listing various
filing and board approval deadlines;
(xiii) Monitor the Trust's compliance with the amounts and conditions
of each state qualification and perform appropriate blue sky
filings;
(xiv) In connection with blue sky filings, the Trust hereby grants
PFPC a limited power of attorney on behalf of the Trust to
sign all blue sky filings and other related documents in order
to effect such filings. The Trust will provide PFPC a listing
of all jurisdictions in which each Series (and class thereof)
is lawfully available for sale and in which the Trust desires
PFPC to effect a blue sky filing;
(xv) Provide compliance policies and procedures related to services
provided by PFPC and, if mutually agreed, certain PFPC
affiliates, summary procedures thereof and an annual
certification letter;
(xvi) Provide sub-certifications to the Trust's chief executive
officer and chief financial office in support of certain
matters related to the work product prepared by PFPC and set
forth in the Trust's Form N-CSR and N-Q filings.
All regulatory services are subject to the review and approval of Trust
counsel.
16. DURATION AND TERMINATION.
(a) This Agreement shall be effective on the date first written
above and unless terminated pursuant to its terms shall
continue for a period of three (3) years (the "Initial Term").
Upon the expiration of the Initial Term, this Agreement will
automatically renew for successive terms of one (1) year (the
"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 thirty (30) days prior to the expiration of the Initial
Term or the then current Renewal Term, as applicable.
(b) In the event the Trust gives notice of termination, all
expenses associated with movement (or duplication) of records
and materials and conversion thereof to a successor accounting
and administration services agent(s) (and any other service
provider(s)), will be borne by the Trust.
(c) If a party hereto is guilty of a material failure to perform
its duties and obligations hereunder (a "Defaulting Party")
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. 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.
17. 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 the
Trust, at , Attention:with a copy to Xxxxxxx X. Xxxxxx, Drinker Xxxxxx
& Xxxxx LLP, One Xxxxx Square, 18th & Cherry Streets, Philadelphia, PA
19103 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. 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.
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. 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 the Trust thirty (30) days prior
written notice of such assignment, that the delegate is at least as
capable as PFPC and agrees to comply with all relevant provisions of
the 1940 Act and that such delegate shall promptly provide such
information as the Trust may ask, relative to the delegation, including
(without limitation) the capabilities of the delegate.
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.
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. MISCELLANEOUS.
(a) 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) 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.
(c) 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. 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. 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 the Trust or any other person.
(d) The Trust will provide such information and documentation as
PFPC may reasonably request in connection with services
provided by PFPC to the Trust.
(e) 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.
(f) 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 upon and shall inure to the
benefit of the parties hereto and their respective successors
and permitted assigns.
(g) The facsimile signature of any party to this Agreement shall
constitute the valid and binding execution hereof by such
party.
(h) The Trust and PFPC agree that the obligations of the Trust
under this Agreement shall not be binding upon any of the
Trustees, shareholders, nominees, officers, employees or
agents, whether past, present or future, of the Trust
individually, but are binding only upon the assets of the Fund
or applicable Series, as provided in the Trust's agreement and
declaration of trust. The execution and delivery of this
Agreement have been authorized by the Trustees of the Trust,
and signed by an authorized officer of the Trust, acting as
such, and neither such authorization by the Trustees nor such
execution by such officer shall be deemed to have been made by
them or any shareholder of the Trust individually or to impose
any liability on any of them or any shareholder of the Trust
personally, but shall bind only the assets and property of the
Trust or applicable Series, as provided in the Trust's
agreement and declaration of trust.
(i) 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 Trust'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.
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:
---------------------------------
Title:
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BHR INSTITUTIONAL FUNDS
By:
---------------------------------
Title:
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, 2006
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BHR INSTITUTIONAL FUNDS
RE: ADMINISTRATION AND 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
Administration and Accounting Services Agreement dated
_______, 2006 between BHR Institutional Funds (the "Fund") and
PFPC (the "Agreement") as amended from time to time for
services provided on behalf of each of the Fund's investment
series (each a "Series"). Pursuant to Paragraph 11 of the
Agreement, and in consideration of the services to be provided
to each Series, the Fund will pay PFPC an annual accounting
and administration services fee to be calculated daily and
paid monthly as set forth below.
ASSET BASED FEES:
The following annual fee will be calculated based upon each Series'
average net assets and paid monthly:
.0725% of each Series' first $250 million of average net assets;
.0525% of each Series next $250 million of average net assets;
.03% of each Series' average net assets in excess of $500 million.
MINIMUM MONTHLY FEE:
The minimum monthly fee will be $7,083 for each Series, exclusive of
Base 38a-1 compliance support services fees and out-of-pocket expenses.
Monthly Multiple Class Fee:
The monthly multiple class fee will be $1,500 per class for each class
beyond the first.
Base 38a-1 Compliance Support Services Fees:
$5,000 per year for the initial service line and $2,500 per year for
each additional service line beyond the first.
OUT-OF-POCKET EXPENSES:
The Fund will reimburse PFPC for out-of-pocket expenses incurred on the
Fund's behalf, including, but not limited to, postage, telephone, telex,
overnight express charges, conversion and deconversion costs, costs to obtain
independent security market quotes, cost of access to the data repository and
analytics suite system, charges for Blue Sky permits, SAS 70 reporting costs (if
applicable), cost of using financial printer for automated financial statements,
negotiated time and materials for development and programming costs including
web, statement and file development, customization of web fulfillment (if
applicable), bulk mailings and reproduction charges, the cost of independent
compliance reviews and travel expenses incurred for Board meeting attendance.
MISCELLANEOUS:
After the one year anniversary of the effective date of the Agreement,
PFPC may adjust the fees described in the above sections once per calendar year,
upon thirty (30) days prior written notice in an amount not to exceed the
cumulative percentage increase in the Consumer Price Index for All Urban
Consumers (CPI-U) U.S. City Average, All items (unadjusted) - (1982-84=100),
published by the U.S. Department of Labor since the last such adjustment in the
Fund's monthly fees (or the effective date absent a prior such adjustment).
Any fee or out-of-pocket expenses not paid within 30 days of the date
of the original invoice will be charged a late payment fee of 1% per month until
payment of the fees are received by PFPC.
The fee for the period from the date hereof until the end of that year
shall be prorated according to the proportion which such period bears to the
full annual period.
If during the next three years, PFPC is removed from the Administration
and Accounting Services Agreement, PFPC will recoup from the Fund 100% of the
fees waived during the first year.
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:
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Name:
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Title:
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Agreed and Accepted:
BHR INSTITUTIONAL FUNDS
By:
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Name:
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Title:
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