Exhibit 9(h)
THE PNC(R) FUND
CO-ADMINISTRATION AGREEMENT
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AGREEMENT dated as of December 1, 1995 between THE PNC(R) FUND, a
Massachusetts business trust (the "Company"), and COMPASS CAPITAL GROUP, INC., a
Delaware corporation (the "Co-Administrator").
WHEREAS, the Company is registered as an open-end, diversified
management investment company under the Investment Company Act of 1940, as
amended (the "1940 Act"); and
WHEREAS, the Company desires to retain the Co-Administrator to provide
certain administration services and the Co-Administrator is willing to furnish
such administration services;
NOW, THEREFORE, in consideration of the premises and mutual covenants
herein contained and intending to be legally bound, it is agreed between the
parties hereto as follows:
1. Appointment of Co-Administrator. The Company hereby appoints the
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Co-Administrator to provide certain administration services, as more fully
described herein, for each class and series of shares in each of the Company's
investment portfolios set forth in Appendix A hereto (the "Portfolios") on the
terms and for the period set forth in this Agreement. The Co-Administrator
accepts such appointment and agrees to perform the services and duties set forth
in Section 3 below in return for the compensation provided in Section 5 below.
In the event that the Company establishes additional classes or investment
portfolios other than the Portfolios listed on Appendix A with respect to which
it desires to retain the Co-Administrator to act as an administrator hereunder,
the Company shall notify the Co-Administrators, whereupon such Appendix A shall
be supplemented (or amended) and such portfolio shall become a Portfolio
hereunder and shall be subject to the provisions of this Agreement to the same
extent as the Portfolios (except to the extent that said provisions, including
the compensation payable on behalf of such new Portfolio, may be modified in
writing by the Company and the Co-Administrator at the time).
2. Delivery of Documents. The Company has furnished the Co-
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Administrator with copies, properly certified or authenticated, of each of the
following documents and will deliver to it all future amendments and
supplements, if any:
a. The Company's Declaration of Trust, filed with the
Secretary of State of the Commonwealth of Massachusetts on December 22, 1988, as
amended (the "Charter");
b. The Company's Code of Regulations, as amended ("Code");
c. Resolutions of the Company's Board of Trustees authorizing
the execution and delivery of this Agreement;
d. The Company's most recent amendment to its Registration
Statement under the Securities Act of 1933, as amended, and under the 1940 Act
on Form N-1A as filed with the Securities and Exchange Commission (the
"Commission") relating to its Portfolios (the Registration Statement, as
presently in effect and as amended or supplemented from time to time, is herein
called the "Registration Statement"); and
e. The Company's most recent Prospectuses and Statements of
Additional Information and all amendments and supplements thereto (such
Prospectuses and Statements of Additional Information and supplements thereto,
as presently in effect and as from time to time amended and supplemented, are
herein called the "Prospectuses").
3. Services and Duties.
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a. Subject to the supervision and control of the Company's
Board of Trustees, the Co-Administrator shall be responsible for the performance
of the following services:
(1) The oversight and coordination of the performance of each of the
service providers to the Company, including without limitation, its investment
advisers, sub-advisers, other administrators, transfer agent, custodian,
distributor, shareholder servicing agents, legal counsel and independent
auditors;
(2) The negotiation of service contracts and arrangements between the
Company and each of its service providers;
(3) Acting as liaison between the Company's Board of Trustees and its
service providers;
(4) Assisting in the preparation of materials for meetings of the
Company's Board of Trustees and shareholders; and
(5) Providing general ongoing business management and support services
in connection with the Company's operations.
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b. In performing all of its services and duties hereunder, the
Co-Administrator will act in conformity with the Charter, Code, Prospectuses and
resolutions and other instructions of the Company's Board of Trustees and will
comply with the requirements of the 1940 Act and other applicable federal or
state law.
4. Expenses Assumed as Co-Administrator. The Co-Administrator will
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bear all expenses incurred by it in performing its services and duties
hereunder, except as otherwise expressly provided herein. Other expenses to be
incurred in the operation of the Portfolios, including taxes, interest,
brokerage fees and commissions, if any; salaries and fees of officers and
trustees who are not officers, directors, shareholders or employees of the
Company's administrators, or of the Company's investment adviser, other
administrators or of the distributor for the Portfolios; Commission fees and
state Blue Sky qualification fees; advisory and administration fees; charges of
custodians; transfer and dividend disbursing agents' fees; certain insurance
premiums; outside auditing and legal expenses; costs of maintaining corporate
existence; typesetting and printing of Prospectuses for regulatory purposes and
for distribution to current shareholders of the Portfolios; costs of
shareholders' reports and corporate meetings; and any extraordinary expenses,
will be borne by the Company, provided, however, that the Company will not bear,
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directly or indirectly, the cost of any activity which is primarily intended to
result in the sale of shares of the Portfolios otherwise than pursuant to its
Amended and Restated Distribution and Service Plan.
5. Compensation.
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a. For the services provided and the expenses assumed as Co-
Administrator pursuant to Section 4 above, the Company will pay to the Co-
Administrator a monthly fee at an annual rate equal to 0.03% of the average
daily net assets of each Portfolio, as modified by agreement of the Co-
Administrator and the Company from time to time. The fee attributable to each
Portfolio shall be the several (and not joint or joint and several) obligation
of each Portfolio.
b. For the purpose of determining fees payable to the Co-
Administrator for the services provided hereunder, the value of each Portfolio's
net assets shall be computed as required by its Prospectuses, generally accepted
accounting principles and resolutions of the Company's Board of Trustees. The
fee attributable to each Portfolio shall be the several (and not joint or joint
and several) obligation of each such Portfolio.
c. The Co-Administrator will from time to time employ or
associate with itself such person or persons as it may
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believe to be fitted to assist it in the performance of this Agreement. Such
person or persons may be officers and employees who are employed by both the
Company and the Co-Administrator. The compensation of such person or persons
shall be paid by the Co-Administrator, and no obligation shall be incurred on
behalf of the Company in such respect.
d. If the expenses borne by any Portfolio in any fiscal year
exceed the applicable expense limitations imposed by the securities regulations
of any state in which the Portfolio's shares are registered or qualified for
sale to the public, the Co-Administrator agrees to reimburse such Portfolio for
a portion of any such excess expense in an amount equal to the proportion that
the fees otherwise payable by the Portfolio to the Co-Administrator hereunder
bears to the total amount of the investment advisory and administration fees
otherwise payable by the Portfolio. The expense reimbursement obligation of the
Co-Administrator is limited to the amount of its fees hereunder for such fiscal
year, provided, however, that notwithstanding the foregoing, the Co-
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Administrator shall reimburse such Portfolio for a portion of any such excess
expenses in an amount equal to the proportion that the fees otherwise payable to
the Co-Administrator bears to the total amount of investment advisory and
administration fees otherwise payable by the Portfolio regardless of the amount
of fees paid to the Co-Administrator during such fiscal year to the extent that
the securities regulations of any state having jurisdiction over the Portfolio
so require. Such expense reimbursement, if any, will be estimated, reconciled
and paid on a monthly basis.
6. Proprietary and Confidential Information. The Co-Administrator
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agrees on behalf of itself and its employees to treat confidentially and as
proprietary information of the Company all records and other information
relative to the Company and its Portfolios and prior, present or potential
shareholders, and not to use such records and information for any purpose other
than performance of their responsibilities and duties hereunder, except after
prior notification to and approval in writing by the Company, which approval
shall not be unreasonably withheld and may not be withheld where the Co-
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 Company.
7. Limitations of Liability. The Co-Administrator shall not be
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liable for any error of judgment or mistake of law or for any loss suffered by
the Company in connection with the matters to which this Agreement relates,
except a loss resulting from willful misfeasance, bad faith or gross negligence
on its part in the performance of its duties or from reckless disregard by it of
its obligations and duties under this Agreement. Any person, even though also an
officer, director, employee or agent
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of the Co-Administrator, who may be or become an officer, employee or agent of
the Company, shall be deemed, when rendering services to the Company or acting
on any business of the Company (other than services or business in connection
with the Co-Administrator's duties hereunder), to be rendering such services to
or acting solely for the Company and not as an officer, director, employee or
agent or one under the control or direction of the Co-Administrator even though
paid by the Co-Administrator.
8. Duration and Termination. This Agreement shall become effective
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upon its execution as of the date first written above and, unless sooner
terminated as provided herein, shall continue until March 31, 1997. Thereafter,
if not terminated, this Agreement shall continue automatically for successive
terms of one year, provided that such continuance is specifically approved at
least annually (a) by a vote of a majority of those members of the Company's
Board of Trustees who are not parties to this Agreement or "interested persons"
of any such party, cast in person at a meeting called for the purpose of voting
on such approval, and (b) by the Company's Board of Trustees or by vote of a
"majority of the outstanding voting securities" of the Company; provided,
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however, that this Agreement may be terminated by the Company at any time,
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without the payment of any penalty, by vote of a majority of the entire Board of
Trustees or a vote of a "majority of the outstanding voting securities" of the
Company, on 60-days' written notice to the Co-Administrator, or by the Co-
Administrator at any time, without the payment of any penalty, on 90-days'
written notice to the Company. (As used in this Agreement, the terms "majority
of the outstanding voting securities" and "interested person" shall have the
same meaning as such terms have in the 1940 Act.)
9. Amendment of this Agreement. No provision of this Agreement may
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be changed, discharged or terminated orally, but only by an instrument in
writing signed by the party against which enforcement of the change, discharge
or termination is sought.
10. Notices. Notices of any kind to be given to the Company
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hereunder by the Co-Administrator shall be in writing and shall be duly given if
mailed or delivered to the Company at Bellevue Park Corporate Center, Suite 100,
400 Bellevue Parkway, Wilmington, Delaware 19809, Attention: Xx. Xxxxxx X.
Xxxxx, Treasurer, with a copy to Drinker Xxxxxx & Xxxxx, Philadelphia National
Bank Building, 0000 Xxxxxxxx Xxxxxx, Xxxxxxxxxxxx, Xxxxxxxxxxxx 00000-0000,
Attention: Xxxxxx X. Xxxxx, Secretary, or at such other address or to such
individual as shall be so specified by the Company to the Co-Administrator.
Notices of any kind to be given to the Co-Administrator hereunder by the Company
shall be in writing and shall be duly given if mailed or delivered to Compass
Capital Group, Inc., 000 Xxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000,
Attention: Xxxxx X. Xxxxxx, or
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at such other address or to such other individual as shall be so specified by
the Co-Administrator to the Company.
11. Miscellaneous.
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a. 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. 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.
b. The names "The PNC(R) Fund" and "Trustees of The PNC(R) Fund"
refer specifically 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 December 22, 1988, which is hereby referred to and a copy of which
is on file at the office of the State Secretary of the Commonwealth of
Massachusetts and at the principal office of the Company. The obligations of
"The PNC(R) Fund" entered into in the name or on behalf thereof by any of the
Trustees, officers, representatives or agents are not made individually, but in
such capacities, and are not binding upon any of the Trustees, shareholders,
representatives or agents of the Company personally, but bind only the Trust
Property (as defined in the Declaration of Trust), and all persons dealing with
any Portfolio or class of shares of the Company must look solely to the Trust
Property belonging to such Portfolio or class for the enforcement of any claims
against the Company.
12. Governing Law. This Agreement shall be governed by and construed
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in accordance with the laws of the State of New York.
13. Counterparts. This Agreement may be executed in counterparts,
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all of which together shall constitute one and the same instrument.
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IN WITNESS WHEREOF, the parties hereto have caused this instrument to
be executed by their officers designated below as of the day and year first
above written.
THE PNC(R) FUND
By:_______________________________
COMPASS CAPITAL GROUP, INC.
By:_______________________________
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APPENDIX A
to the
Co-Administration Agreement
between Compass Capital Funds/SM/
and Compass Capital Group, Inc.
Class of
Name of Portfolio Shares
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Small Cap Value Equity
Portfolio........... Institutional
Service
Investor A
Investor B
Investor C
Small Cap Growth Equity
Portfolio.......... Institutional
Service
Investor A
Investor B
Investor C
Large Cap Growth Equity
Portfolio............ Institutional
Service
Investor A
Investor B
Investor C
Large Cap Value Equity
Portfolio............ Institutional
Service
Investor A
Investor B
Investor C
Select Equity Portfolio..... Institutional
Service
Investor A
Investor B
Investor C
Index Equity Portfolio..... Institutional
Service
Investor A
Investor B
Investor C
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Class of
Name of Portfolio Shares
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International Equity Institutional
Portfolio................ Service
Investor A
Investor B
Investor C
International Emerging
Markets Portfolio........ Institutional
Service
Investor A
Investor B
Investor C
Balanced Portfolio........ Institutional
Service
Investor A
Investor B
Investor C
Low Duration Bond
Portfolio............... Institutional
Service
Investor A
Investor B
Investor C
BlackRock
Intermediate Bond
Portfolio............... Institutional
Service
Investor A
Investor B
Investor C
Intermediate Government
Bond Portfolio.......... Institutional
Service
Investor A
Investor B
Investor C
Government Income
Portfolio............... Institutional
Service
Investor A
Investor B
Investor C
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Class of
Name of Portfolio Shares
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Core Bond Portfolio...... Institutional
Service
Investor A
Investor B
Investor C
BlackRock
Managed Income Portfolio.. Institutional
Service
Investor A
Investor B
Investor C
International Bond
Portfolio............... Institutional
Service
Investor A
Investor B
Investor C
Tax-Free Income
Portfolio............... Institutional
Service
Investor A
Investor B
Investor C
Pennsylvania Tax-Free
Income Portfolio........ Institutional
Service
Investor A
Investor B
Investor C
New Jersey Tax-Free
Income Portfolio........ Institutional
Service
Investor A
Investor B
Investor C
Ohio Tax-Free Income
Portfolio............... Institutional
Service
Investor A
Investor B
Investor C
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Class of
Name of Portfolio Shares
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Money Market Portfolio... Institutional
Service
Investor A
Investor B
Investor C
Municipal Money Market
Portfolio............... Institutional
Service
Investor A
Investor B
Investor C
U.S. Treasury Money
Market Portfolio........ Institutional
Service
Investor A
Investor B
Investor C
Ohio Municipal Money
Market Portfolio........ Institutional
Service
Investor A
Investor B
Investor C
Pennsylvania Municipal
Money Market Portfolio.. Institutional
Service
Investor A
Investor B
Investor C
North Carolina Municipal
Money Market Portfolio... Institutional
Service
Investor A
Investor B
Investor C
New Jersey Municipal Money
Market Portfolio......... Institutional
Service
Investor A
Investor B
Investor C
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Class of
Name of Portfolio Shares
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Virginia Municipal Money
Market Portfolio......... Institutional
Service
Investor A
Investor B
Investor C
Multi-Sector Mortgage
Securities Portfolio III Institutional
Mid-Cap Growth Equity
Portfolio............... Institutional
Service
Investor A
Investor B
Investor C
Mid-Cap Value Equity
Portfolio.............. Institutional
Service
Investor A
Investor B
Investor C
BlackRock Non-Dollar
Portfolio I.............. Institutional
BlackRock Non-Dollar
Portfolio II............. Institutional
Agreed to and accepted as of _______________, 1997:
COMPASS CAPITAL FUNDS/SM/
By:____________________________
COMPASS CAPITAL GROUP, INC.
By:____________________________
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