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EXHIBIT 9.3
SERVICES AGREEMENT
THIS AGREEMENT is made April 22, 1994
BETWEEN: Master Investment Trust, Series I, a company
incorporated in the Cayman Islands with its
principal place of business at X.X. Xxx 00000XXX,
Xxxxx Xxxxxx, Xxxxxx Xxxxxxx, B.W.I.
(hereinafter called the "Fund")
OF THE ONE PART
AND: CONCORD (CAYMAN ISLANDS) LIMITED, a company
incorporated in the Cayman Islands and duly
licensed to carry on business under the laws of
the Cayman Islands with its principal place of
business at X.X. Xxx 00000XXX, Xxxxx Xxxxxx,
Xxxxxx Xxxxxxx, B.W.I.
(hereinafter called "Concord Cayman")
OF THE OTHER PART
WHEREAS:
The Fund has requested Concord Cayman to provide in the Cayman Islands certain
services, and it is desired to now set forth the terms and conditions
hereinafter appearing upon which Concord Cayman will provide such services.
NOW IT IS HEREBY AGREED as follows:
1. The Fund hereby retains Concord Cayman to provide such
services as are, and subject to the terms and conditions,
hereinafter set forth.
2. Concord Cayman hereby agrees:
(a) to perform and provide services to the Fund in and from
within the Cayman Islands as follows:
(i) subject to clause 4(b) hereof, to maintain such books
and records of the Fund as may be required to be held
in the Cayman Islands by the Fund's Articles of
Association or laws or regulations of
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the Cayman Islands in such manner as may be agreed
upon from time to time;
(ii) to provide the principal office and the registered
office of the Fund in the Cayman Islands at its own
offices as set out above and to make available within
its premises such non-exclusive space as may be
necessary to efficiently carry out its duties
hereunder and, subject to clause 4(b) hereof, to
maintain the register of members, the register of
directors and officers, the register of mortgages and
charges, minute books and common seal of the Fund and
on behalf of the Fund to make such filings from time
to time with the Register of Companies in and for the
Cayman Islands as may be required;
(iii) to provide the services of two or more directors and
a secretary or assistant secretary of the Fund;
(iv) to deliver to the Fund at its offices in Xxxxxx Town,
Grand Cayman, Cayman Islands, B.W.I. or to such other
address as may be notified to Concord Cayman pursuant
to clause 4(b) hereof all correspondence received at
the offices of Concord Cayman and addressed to the
Fund and to respond thereto on behalf of the Fund if
so requested by the Fund; and
(v) to provide such other services to the Fund as may be
agreed from time to time.
(b) to keep confidential all documents, materials and other
information relating to the business of the Fund and its
customers and not to disclose any of the aforesaid without the
prior written consent of the Fund unless it shall in good
faith determine that such disclosure is legally required.
(c) to obtain and maintain during the term of this Agreement a
mutual fund administrator's license under the Mutual Fund Law
1993.
3. The services to be provided by Concord Cayman hereunder are limited to
those stipulated in clause 2(a) hereof. Concord Cayman may but shall be
under no obligation to agree to provide additional services as may be
requested from time to time by the Fund for such additional fee as may
be agreed between the parties hereto.
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4. (a) Until and unless otherwise amended by valid resolution
of the Board of Directors of the Fund, Concord Cayman
shall be entitled to assume that the approval and
authorization of the Fund of any act, deed, document,
matter or thing has been given if it shall have been
notified whether in writing, orally, by telephone,
telex, facsimile or cable by any one Director of the
Fund provided such Director shall not at the time be
present in the United States of America, its
territories or possessions, and Concord Cayman shall
not be obliged to make further inquiry thereafter of
the Fund with respect to matters hereunder and subject
to clause 7 hereof, shall be under no liability or
obligation whatsoever to the Fund for so assuming and
relying whether or not such approval or authorization
has been actually given.
(b) The Fund shall promptly supply Concord Cayman all such
information, documents and instructions as are required by
Concord Cayman to fulfill its obligations hereunder.
(c) Subject to clause 7 hereof, Concord Cayman shall not be liable
as a result of any failure on the Fund's part promptly to give
proper authorizations, instructions, approvals, information
and documents as may be necessary to enable Concord Cayman to
carry out its obligations hereunder.
5. (a) The Fund will pay or cause to be paid to Concord Cayman
an annual fee of U.S. $3,000.
(b) The fees payable under clause 5(a) hereof shall where
appropriate be pro-rated to and be paid on the date on which
this Agreement is terminated pursuant to clause 9 hereof.
(c) The parties agree that the fees described in clause 5(a) and
any adjusted fees hereafter may be amended from time to time
by agreement of both parties, the party wishing to make such
amendment shall give thirty days notice in writing to the
other party and in the absence of agreement thereto the fees
payable hereunder shall continue at the previously agreed
rate.
(d) In addition to the fees set out hereinbefore the Fund
shall reimburse or cause to be reimbursed Concord
Cayman such government or similar fees (including but
not limited to filing fees and annual return fees),
charges, taxes, duties and imposts whatsoever levied
on or in respect of the Fund or business of the Fund
as it may properly pay and all reasonable out-of-pocket
expenses such as telex, telephone, telefax, postage
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and stationery and expenses of a similar nature as it
may incur in the execution of its duties hereunder.
(e) In the event of any dispute as to the calculation of the fees
payable to Concord Cayman hereunder, the matter shall be
referred to the auditors of the Fund, whose decision will be
final and binding.
6. The parties hereto hereby acknowledge:
(a) that Concord Cayman is an independent contractor hired
to render specified services; and
(b) that nothing herein contained shall preclude Concord Cayman
from providing or agreeing to provide services of a like or
similar nature to any other person, firm or corporation.
7. (a) Concord Cayman shall not be liable for any damage, loss,
costs or expenses whatsoever to or of the Fund at any time
from any cause whatsoever except Concord Cayman's negligence,
dishonesty, fraud, willful misfeasance or willful default or
that of any of its directors, officers, employees or agents as
the case may be.
(b) The Fund agrees to indemnify and hold harmless Concord Cayman,
its directors, officers and employees and each of them against
any liability, actions, proceedings, claims, demands, costs or
expenses whatsoever which they or any of them may incur or be
subject to in consequence of this Agreement except as a result
of negligence, willful misfeasance, willful default,
dishonesty or fraud of Concord Cayman or any of its directors,
officers, employees or agents as the case may be and this
indemnity shall expressly inure to the benefit of any
director, officer or employee existing or future and to the
benefit of any successor of Concord Cayman hereunder.
(c) Concord Cayman shall send to the Fund (in accordance with the
notice procedures set forth in clause 11 hereto) as soon as
practicable (including but not limited to the services of
legal process) all communications addressed to the Fund and
received by Concord Cayman and shall be under no further
liability in relation thereto having acted as aforesaid.
(d) Concord Cayman shall not be required to take any legal action
on behalf of the Fund unless Concord Cayman so agrees and
unless Concord Cayman is fully indemnified to its reasonable
satisfaction against all costs and
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liabilities howsoever connected with such actions. If the Fund
requests Concord Cayman in any capacity to take any action,
which in the opinion of Concord Cayman may make it or its
nominee liable for the payment of money or liable in any other
way and if Concord Cayman so agrees then Concord Cayman shall
keep indemnified in any reasonable amount and form
satisfactory to it as a pre-requisite to taking such action.
8. The parties hereto agree that they will both use their best endeavors
to ensure that no breach of any laws or regulations of the Cayman
Islands occurs in connection with the operation of the business of the
Fund in and from within the Cayman Islands.
9. (a) This Agreement may be terminated forthwith by either
party if the other is in material breach of this
Agreement and by either party upon giving to the other
at least ninety days' written notice PROVIDED ALWAYS
that such termination shall be without prejudice to the
provisions of clause 5 hereof or either party's rights
with respect to any antecedent breach hereof by the
other. Unless a longer period is specified in the
notice of termination, this Agreement will be deemed
terminated on the ninetieth day following the date of
mailing of the notice.
(b) In the event of termination, Concord Cayman shall forthwith
deliver all books, records and other property of the Fund in
its possession, custody or control to the Fund or as the Fund
may direct.
10. Nothing herein contained shall constitute a partnership between the
parties hereto.
11. All notices to be given hereunder shall be either delivered by hand or
dispatched by first class registered post in the case of notices to be
given to the Fund to X.X. Xxx 00000XXX, Xxxxx Xxxxxx Xxxxxxx, B.W.I.
and in the case of notices to be given to Concord Cayman to its address
hereinbefore set out. Notices delivered by hand shall be deemed served
or received when so delivered and notices sent by first class
registered post shall be deemed served or received five days following
dispatch. In the case of notice to the Fund, a copy shall be sent to W.
Xxxxx XxXxxxxx, III, Esquire, Drinker Xxxxxx & Xxxxx, Philadelphia
National Bank Building, 0000 Xxxxxxxx Xxxxxx, Xxxxxxxxxxxx,
Xxxxxxxxxxxx 00000.
12. This Agreement may be executed in counterparts and all such
counterparts taken together shall be deemed to constitute one and the
same agreement.
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13. This Agreement shall be governed by and construed in accordance with
the laws of the Cayman Islands.
14. The effective date of this Agreement for the purposes of clause 5
hereof shall be April 22, 1994.
IN WITNESS WHEREOF intending to be legally bound hereby, the parties have
executed this Agreement on the day and year first before written.
MASTER INVESTMENT TRUST, SERIES I
by:/s/ Xxxxxxx Xxxxxxxxx
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its: President
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in the presence of:
/s/ Xxxx Xx Xxxxxx
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Witness
CONCORD (CAYMAN ISLANDS) LIMITED
by:/s/ Xxxxx Xxxxxxxx
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its: Chairman
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in the presence of:
/s/ Xxxx Xx Xxxxxx
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Witness
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