ADMINISTRATION AND ACCOUNTING SERVICES AGREEMENT
THIS AGREEMENT is made as of July 3, 1995 by and
between THE BFM INSTITUTIONAL TRUST INC., a Maryland
corporation (the "Fund"), and PFPC Inc., a Delaware
corporation ("PFPC"), which is an indirect wholly owned
subsidiary of PNC Bank Corp.
W I T N E S S E T H :
WHEREAS, the Fund is registered as an open-end
management investment company under the Investment
Company Act of 1940, as amended (the "1940 Act"); and
WHEREAS, the Fund wishes to retain PFPC to provide
administration and accounting services to its investment
portfolios listed on Exhibit A attached hereto and made a
part hereof, as such Exhibit A may be amended from time
to time (each a "Portfolio"), 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 Fund and any other person duly authorized by the
Fund's Board of Directors to give Oral and Written
Instructions on behalf of the Fund and listed on the
Authorized Persons Appendix attached hereto and made a
part hereof or any amendment thereto as may be received
by PFPC. An Authorized Person's scope of authority may
be limited by the Fund by setting forth such limitation
in the Authorized Persons Appendix.
(d) "CEA" means the Commodities Exchange Act,
as amended.
(e) "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.
(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" mean the shares of beneficial
interest of any series or class of the Fund.
(i) "Written Instructions" mean written
instructions signed by an Authorized Person and received
by PFPC. The instructions may be delivered by hand,
mail, tested telegram, cable, telex or facsimile sending
device.
2. APPOINTMENT. The Fund hereby appoints PFPC to
provide administration and accounting services to the
each of the Portfolios, in accordance with the terms set
forth in this Agreement. PFPC accepts such appointment
and agrees to furnish such services.
3. DELIVERY OF DOCUMENTS. The Fund has provided
or, where applicable, will provide PFPC with the
following:
(a) certified or authenticated copies of the
resolutions of the Fund's Board of
Directors, approving the appointment of
PFPC or its affiliates to provide
services to each Portfolio and approving
this Agreement;
(b) a copy of Fund's most recent effective
registration statement;
(c) a copy of each Portfolios advisory
agreement or agreements;
(d) a copy of the distribution agreement with
respect to each class of Shares
representing an interest in a Portfolio;
(e) a copy of any additional administration
agreement with respect to a Portfolio;
(f) a copy of any shareholder servicing
agreement made in respect of the Fund or a
Portfolio; and
(g) copies (certified or authenticated, where
applicable) of any and all amendments or
supplements to the foregoing.
4. 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 Fund or any Portfolio.
5. INSTRUCTIONS.
(a) Unless otherwise provided in this
Agreement, PFPC shall act only upon Oral and Written
Instructions.
(b) PFPC shall be entitled to rely upon any
Oral and Written Instructions 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 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 Fund's Board of Directors or of the
Fund's shareholders, unless and until PFPC receives
Written Instructions to the contrary.
(c) The 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 shall in no way invalidate the transactions or
enforceability of the transactions authorized by the Oral
Instructions. Where Oral or Written Instructions
reasonably appear to have been received from an
Authorized Person, PFPC shall incur no liability to the
Fund in acting upon such Oral or Written Instructions
provided that PFPC's actions comply with the other
provisions of this Agreement.
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 directions or advice, including Oral or Written
Instructions, from the 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 at
its own cost from such counsel of its own choosing (who
may be counsel for the Fund, the Fund's investment
adviser or PFPC, at the option of PFPC).
(c) Conflicting advice. In the event of a
conflict between directions, advice or Oral or Written
Instructions PFPC receives from the Fund and the advice
PFPC receives from counsel, PFPC may rely upon and follow
the advice of counsel. In the event PFPC so relies on
the advice of counsel, PFPC remains liable for any action
or omission on the part of PFPC which constitutes willful
misfeasance, bad faith, gross negligence or reckless
disregard by PFPC of any duties, obligations or
responsibilities set forth in this Agreement.
(d) Protection of PFPC. PFPC shall be
protected in any action it takes or does not take in
reliance upon directions, advice or Oral or Written
Instructions it receives from the Fund or from counsel
and which PFPC believes, in good faith, to be consistent
with those directions, advice and Oral or Written
Instructions. Nothing in this section shall be construed
so as to impose an obligation upon PFPC (i) to seek such
directions, advice or Oral or Written Instructions, or
(ii) to act in accordance with such directions, advice or
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 subsection shall excuse PFPC
when an action or omission on the part of PFPC
constitutes willful misfeasance, bad faith, gross
negligence or reckless disregard by PFPC of any duties,
obligations or responsibilities set forth in this
Agreement.
7. RECORDS; VISITS.
(a) The books and records pertaining to the
Fund and the Portfolios which are in the possession or
under the control of PFPC shall be the property of the
Fund. Such books and records shall be prepared and
maintained as required by the 1940 Act and other
applicable securities laws, rules and regulations. The
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 the Fund,
copies of any such books and records shall be provided by
PFPC to the Fund or to an Authorized Person, at the
Fund's expense.
(b) PFPC shall keep the following records:
(i) all books and records with respect
to each Portfolio's books of
account;
(ii) records of each Portfolio's
securities transactions;
(iii) all other books and records as PFPC
is required to maintain pursuant to
Rule 3la-1 of the 1940 Act in
connection with the services
provided hereunder.
8. CONFIDENTIALITY. PFPC agrees on its own
behalf and that of its employees to keep confidential all
records of the Fund and information relating to the Fund
and its shareholders (past, present and future), unless
the release of such records or information is otherwise
consented to, in writing, by the Fund. The Fund agrees
that such consent shall not be unreasonably withheld and
may not be withheld where PFPC may be exposed to civil or
criminal contempt proceedings or when required to divulge
such information or records to duly constituted
authorities.
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 with respect
to each Portfolio. 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 Fund.
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 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. As compensation for services
rendered by PFPC during the term of this Agreement, the
Fund, on behalf of each Portfolio, will pay to PFPC a fee
or fees as may be agreed to in writing by the Fund and
PFPC.
12. INDEMNIFICATION. The Fund, on behalf of each
Portfolio, agrees to indemnify and hold harmless PFPC and
its affiliates from all taxes, charges, expenses,
assessments, claims and liabilities (including, without
limitation, liabilities arising under the Securities Laws
and any state or foreign securities and blue sky laws,
and amendments thereto), and reasonable expenses,
including (without limitation) attorneys' fees and
disbursements arising directly or indirectly from any
action or omission to act which PFPC takes (i) at the
request or on the direction of or in reliance on the
advice of the Fund or (ii) upon Oral or Written
Instructions. Neither PFPC, nor any of its affiliates',
shall be indemnified against any liability (or any
expenses incident to such liability) arising out of
PFPC's or its affiliates' own willful misfeasance, bad
faith, gross negligence or reckless disregard of its
duties and obligations under this Agreement. Any amounts
payable by the Fund hereunder shall be satisfied only
against the relevant Portfolio's assets and not against
the assets of any other investment portfolio of the Fund.
13. RESPONSIBILITY OF PFPC.
(a) PFPC shall be under no duty to take any
action on behalf of the Fund or any Portfolio 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, to act in good faith and to use its
best efforts, within reasonable limits, 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, gross negligence or reckless disregard of such
duties.
(b) Without limiting the generality of the
foregoing or of any other provision of this Agreement,
(i) PFPC shall not be liable for losses beyond its
control, provided that PFPC has acted in accordance with
the standard of care set forth above; and (ii) PFPC 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) subject to
Section 10, 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,
catastrophe, acts of God, insurrection, war, riots or
failure of the mails, transportation, communication or
power supply.
(c) Notwithstanding anything in this Agreement
to the contrary, neither PFPC nor its affiliates shall be
liable to the Fund or to any Portfolio for any
consequential, special or indirect losses or damages
which the Fund or any Portfolio may incur or suffer by or
as a consequence of PFPC's or any affiliate's performance
of the services provided hereunder, whether or not the
likelihood of such losses or damages was known by PFPC or
its affiliates.
14. DESCRIPTION OF ACCOUNTING SERVICES ON A
CONTINUOUS BASIS.
PFPC will perform the following accounting services
with respect to each Portfolio:
(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 Portfolio
(the "Adviser") 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 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 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 Adviser, or if
such quotes are unavailable, then
obtain such prices from the
Adviser, and in either case
calculate the market value of each
Portfolio's 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 Portfolio:
(i) Prepare quarterly broker security
transactions summaries;
(ii) Prepare monthly security
transaction listings;
(iii) Supply various normal and
customary Portfolio and Fund
statistical data as requested on
an ongoing basis;
(iv) Prepare for execution and file the
Fund's Federal and state tax
returns;
(v) Prepare and file the Fund's Semi-
Annual Reports with the SEC on
Form N-SAR;
(vi) Prepare and file with the SEC the
Fund's annual, semi-annual, and
quarterly shareholder reports;
(vii) Assist in the preparation of
registration statements and other
filings relating to the
registration of Shares;
(viii) Monitor each Portfolio's status as
a regulated investment company
under Sub-chapter M of the
Internal Revenue Code of 1986, as
amended;
(ix) Coordinate contractual
relationships and communications
between the Fund and its
contractual service providers; and
(x) Monitor the Fund's compliance with
the amounts and conditions of each
state qualification.
16. DURATION AND TERMINATION. This Agreement
shall continue until terminated by either party on sixty
(60) days' prior written notice to the other party.
17. 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 000 Xxxxxxxx Xxxxxxx, Xxxxxxxxxx, Xxxxxxxx
00000; (b) if to the Fund, at _______________________,
Attn: _____________________; or (c) if to neither of the
foregoing, at such other address as shall have been
provided by like notice to the sender of any such notice
or other communication by the other party.
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. DELEGATION; ASSIGNMENT. PFPC may assign its
rights and delegate its duties hereunder to any wholly-
owned direct or indirect subsidiary of PNC Bank, National
Association or PNC Bank Corp., provided that (i) PFPC
gives the Fund thirty (30) days' prior written notice;
(ii) the delegate (or assignee) agrees with PFPC and the
Fund to comply with all relevant provisions of the 1940
Act; and (iii) PFPC and such delegate (or assignee)
promptly provide such information as the Fund may
request, and respond to such questions as the Fund may
ask, relative to the delegation (or assignment),
including (without limitation) the capabilities of the
delegate (or assignee).
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) 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 Oral Instructions.
(b) 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.
(c) 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.
(d) 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.
(e) 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.
(f) Facsimile Signatures. The facsimile
signature of any party to this Agreement shall constitute
the valid and binding execution hereof by such party.
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:___________________
THE BFM INSTITUTIONAL TRUST INC.
By:______________________
Title:___________________
EXHIBIT A
THIS EXHIBIT A, dated as of July 3, 1995, is Exhibit
A to that certain Administration and Accounting Services
Agreement dated as of July 3, 1995 between PFPC Inc. and
The BFM Institutional Trust Inc.
PORTFOLIOS
The Short Duration Portfolio
The Core Fixed Income Portfolio
The Multi-Sector Mortgage Securities Portfolio III
PFPC INC.
By:______________________
Title:___________________
THE BFM INSTITUTIONAL TRUST INC.
By:______________________
Title:___________________
AUTHORIZED PERSONS APPENDIX
NAME (TYPE) SIGNATURE
_____________________ ____________________
_____________________ ____________________
_____________________ ____________________
_____________________ ____________________
_____________________ ____________________
_____________________ ____________________
