EXHIBIT 9(D)(I)
SUB-ADMINISTRATION AND ACCOUNTING SERVICES AGREEMENT
THIS AGREEMENT is made as of July 1, 1996 by and between XXXXXX TRUST
AND SAVINGS BANK, an Illinois corporation ("Xxxxxx"), 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, Xxxxxx has entered into an Administration Agreement dated July
1, 1996, with Xxxxxx Insight Funds Trust, a Massachusetts business trust (the
"Trust") (the "Administration Agreement"), concerning the provision of
administrative services to the 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 collectively, the "Portfolios"), subject to Board of
Trustee approval;
WHEREAS, Xxxxxx has also entered into a Sub-Administration Agreement
dated July 1, 1996, with Funds Distributor, Inc. ("FDI"), whereby FDI shall
perform certain administration services with respect to shares of the
Portfolios;
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, Xxxxxx wishes to retain PFPC to provide sub-administration and
accounting services to the Trust's investment Portfolios 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 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 Trust 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 Law" 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 Trust.
(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. Xxxxxx hereby appoints PFPC to provide
sub-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 Trust or Xxxxxx has provided or, where
applicable, will provide PFPC with the following:
(a) certified or authenticated copies of the resolutions of
the Trust's Board of Trustees, approving the
appointment of PFPC or its affiliates to provide services
to each Portfolio and approving this Agreement;
(b) a copy of the Trust's most recent effective registration
statement;
(c) a copy of each Portfolio's 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 Trust 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 Trust or any Portfolio.
5. INSTRUCTIONS.
(a) Unless otherwise provided in this Agreement, PFPC shall act
only upon Oral Instructions and Written Instructions.
(b) PFPC shall be entitled to rely upon any Oral Instructions
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 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) Xxxxxx will cause the Trust to forward to PFPC Written
Instructions confirming Oral Instructions 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 Instructions or Written Instructions reasonably appear to have been
received from an Authorized Person, PFPC shall incur no liability to Xxxxxx in
acting upon such Oral Instructions 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 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 Xxxxxx.
(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 Xxxxxx or PFPC, at the option of PFPC).
(c) Conflicting Advice. In the event of a conflict between
directions, advice or Oral Instructions or Written Instructions PFPC receives
from Xxxxxx 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
Instructions or Written Instructions it receives from Xxxxxx or from counsel and
which PFPC believes, in good faith, to be consistent with those directions,
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, advice or Oral Instructions or Written Instructions, or (ii) to act
in accordance with such directions, advice or Oral Instructions or Written
Instructions unless, under the terms of another provision 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 Trust and the
Portfolios 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 Xxxxxx or the Trust, copies of any such books and records
shall be provided by PFPC to Xxxxxx or 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
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 to keep confidential all records of the
Trust and information relating to the Trust and its shareholders, unless the
release of such records or information is otherwise consented to, in writing, by
Xxxxxx. Xxxxxx 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 Trust'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 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. In the
event of equipment failures, PFPC shall, at no additional expense to Xxxxxx,
exercise its best efforts in good faith 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 Xxxxxx, on behalf of each Portfolio, will pay to
PFPC a fee or fees as may be agreed to in writing by Xxxxxx and PFPC.
12. INDEMNIFICATION. Xxxxxx agrees to indemnify and hold harmless PFPC
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 expenses, including reasonable 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 Xxxxxx or
(ii) upon Oral Instructions or Written Instructions. PFPC shall not, however, be
indemnified against any liability (or any expenses incident to such liability)
arising out of PFPC's own willful misfeasance, bad faith, gross negligence or
reckless disregard of its duties and obligations under this Agreement.
13. RESPONSIBILITY OF PFPC.
(a) PFPC shall be under no duty to take any action on behalf
of Xxxxxx 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 Instruction 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, PFPC shall not be liable to Xxxxxx, the Trust or to any Portfolio for
any consequential, special or indirect losses or damages which the Trust or any
Portfolio may incur or suffer by or as a consequence of PFPC's performance of
the services provided hereunder, whether or not the likelihood of such losses or
damages was known by PFPC.
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 or portfolio management agent
for a Portfolio (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
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 Sub-Administration Services on a Continuous Basis.
PFPC will perform the following sub-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 Trust statistical data as
requested on an ongoing basis;
(iv) Prepare for execution and file the
Trust's Federal and state tax returns;
(v) Prepare and file the Trust's Semi-Annual
Reports with the SEC on Form N-SAR;
(vi) Prepare and file with the SEC the
Trust's annual and semi-annual
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 Trust and its
contractual service providers; and
(x) Monitor and maintain the Trust'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
Xxxxxx at Xxxxxx Trust and Savings Bank, 000 Xxxx Xxxxxx Xxxxxx, Xxxxxxx,
Xxxxxxxx 00000, Attention: Xxxxx X. Xxxxxxxx, Senior Vice President, with a copy
to the Trust, at Xxx Xxxxxxxx Xxxxx, Xxxxx Xxxxx, Xxxxxx, Xxxxxxxxxxxxx 00000;
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 Xxxxxx
ninety (90) days' prior written notice; (ii) the delegate (or assignee) agrees
with PFPC and Xxxxxx to comply with all relevant provisions of the 1940 Act;
(iii) PFPC remains responsible for the performance of its duties hereunder by
such delegate (or assignee); (iv) the delegate (or assignee) possesses expertise
comparable to or greater than that
of PFPC in providing the services required hereunder; and (v) PFPC and such
delegate (or assignee) promptly provide such information as Xxxxxx or the Trust
may request, and respond to such questions as Xxxxxx or the Trust 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: /s/ Xxxxxxx X. Xxxxx
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Title: Executive Vice President
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XXXXXX TRUST AND SAVINGS BANK
By: /s/ Xxxxx X. Xxxxxxxx
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Title: Senior Vice President
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EXHIBIT A
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THIS EXHIBIT A, dated as of July 1, 1996, is Exhibit A to that certain
Sub-Administration and Accounting Services Agreement dated as of July 1, 1996
between PFPC INC. and XXXXXX TRUST AND SAVINGS BANK.
PORTFOLIOS
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Xxxxxx Insight Equity Income Fund
Xxxxxx Insight Growth Fund
Xxxxxx Insight Small-Cap Opportunity Fund
Xxxxxx Insight Index Fund
Xxxxxx Insight International Fund
Xxxxxx Insight Balanced Fund
Xxxxxx Insight Convertible Securities Fund
Xxxxxx Insight Bond Fund
Xxxxxx Insight Intermediate Government Bond Fund
Xxxxxx Insight Tax-Exempt Bond Fund
Xxxxxx Insight Tax-Exempt Intermediate Bond Fund
AUTHORIZED PERSONS APPENDIX
NAME (TYPE) SIGNATURE
Xxxxx X. Xxxxxxxx /s/ Xxxxx X. Xxxxxxxx
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Xxxx X. Xxxxxx /s/ Xxxx X. Xxxxxx
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Xxxxxx X. Xxxxx /s/ Xxxxxx X. Xxxxx
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Xxxxxx X. Xxxx /s/ Xxxxxx X. Xxxx
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Xxxxxx X. Xxxxxxx /s/ Xxxxxx X. Xxxxxxx
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Xxxxx X. Xxxxxx /s/ Xxxxx X. Xxxxxx
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Xxxxxxx X. Xxxxxxxxx /s/ Xxxxxxx X. Xxxxxxxxx
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Xxxxxxx X. Xxxxxxx /s/ Xxxxxxx X. Xxxxxxx
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Xxxxxx X. Xxxx /s/ Xxxxxx X. Xxxx
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Xxxxx X. Xxxxx /s/ Xxxxx X. Xxxxx
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Xxxxxxxx Xxxxxxxx /s/ Xxxxxxxx Xxxxxxxx
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Xxxx Xxxx /s/ Xxxx Xxxx
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Xxxxxxx X. Xxxxxxx /s/ Xxxxxxx X. Xxxxxxx
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Xxxxxxx Xxxxxxx /s/ Xxxxxxx Xxxxxxx
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