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EXHIBIT 9.1
ADMINISTRATION AND ACCOUNTING SERVICES AGREEMENT
THIS AGREEMENT is made as of September 15, 1997 by and between MASTER
INVESTMENT TRUST, SERIES I, a Delaware business trust (the "Fund"), and PFPC
INTERNATIONAL LTD., a company incorporated under the law of Ireland ("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 Trustees to give Oral
Instructions and Written Instructions on behalf of the Fund and listed on the
Authorized Persons Appendix attached hereto and made a part hereof. From time to
time, the Fund may notify PFPC of changes in Authorized Persons by delivering a
copy of the resolutions relating to such Authorized Persons which are contained
in the
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most recently approved Board of Trustees meeting minutes. 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 Trustees, 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;
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(c) a copy of each Portfolio's advisory agreement or
agreements;
(d) a copy of any additional administration agreement
with respect to a Portfolio;
(e) a copy of any shareholder servicing agreement made in
respect of the Fund or a Portfolio; and
(f) 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 state and federal
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 or by
resolution of the Trust's Board of Trustees which has been submitted to PFPC,
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 the Fund's registration statement or this Agreement
or of any vote, resolution, proceeding, instruction or direction of the Fund's
Board of Trustees 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
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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 Instructions 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 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 Fund. 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 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 Instructions 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 after notice to the Fund. 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, negligence
or reckless disregard by PFPC of any duties, obligations or responsibilities set
forth in this Agreement.
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(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 the Fund 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 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, 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 applicable Securities Laws. 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. The Fund shall have the right upon reasonable
notice to inspect the records (including work papers and other related
documents) relating to the Fund.
(b) PFPC shall keep the following records:
(i) all books and records with respect to each
Portfolio's books of account;
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(ii) records of each Portfolio's 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.
PFPC shall preserve any such books and records in accordance with the
requirements of Rule 31a-2 under the 1940 Act.
8. CONFIDENTIALITY. PFPC agrees to keep confidential all records of the
Fund and information relating to the Fund, its current shareholders, its prior
shareholders and those entities who make inquiries concerning investment in the
Fund other than information publicly available, 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,
and the Fund agrees that no notice or consent will be required when PFPC is
required to divulge such information or records to duly constituted authorities.
9. LIAISON WITH ACCOUNTANTS. PFPC shall at its expense 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 at its expense 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
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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. 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. Such
fees as are attributable to each Portfolio shall be a separate (and not joint or
joint and several) obligation of such Portfolio.
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 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 Instructions 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, 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
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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, 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, 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 affiliates' 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:
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(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 and foreign
exchange gains and losses;
(xii) Determine net income;
(xiii) Obtain security market quotes and foreign exchange
rates 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 the Portfolio's
investments;
(xiv) Transmit or mail a copy of the daily portfolio
valuation to the Adviser and other reports agreed to
from time to time;
(xv) Compute net asset value and dividend rate per share;
(xvi) As appropriate, compute yields, total return, expense
ratios, portfolio turnover rate, and, if required,
portfolio average dollar-weighted maturity;
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(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;
(xviii) If applicable, make daily partnership income
allocations and perform daily partnership accounting
as necessitated by the master/feeder structure of the
Fund and its feeder funds including, but not limited
to, allocations of realized and unrealized gains and
losses;
(xix) Provide certain financial information necessary to
facilitate the preparation of the Fund's annual U.S.
federal partnership income tax return, IRS Form 1065,
including Schedule K-1 thereto; and
(xx) With respect to each owner of an interest in the Fund
that PFPC has been notified has elected, or has
notified PFPC of an intention to elect, to be treated
as a regulated investment company under U.S. Internal
Revenue Code section 851, maintain records of the
Fund amounts allocable to such owner of gross income,
dividends, interest and other categories of gross
income described in U.S. Internal Revenue Code
section 851(b)(2), and gross income derived from the
sale or disposition by the Fund of stock, securities
or other property described in U.S. Internal Revenue
Code section 851(b)(3) that was held for less than 3
months, and timely notify Fund management of any
potential noncompliance by such owner with the gross
income requirements of U.S. Internal Revenue Code
sections 851(b)(2) and 851(b)(3) on the assumption
that the interest in the Fund held by such owner is
its sole source of income.
15. DESCRIPTION OF ADMINISTRATION SERVICES ON A CONTINUOUS BASIS.
(a) 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;
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(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
income, Federal excise 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 the 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;
(x) Monitor the Fund's compliance with the amounts and
conditions of each state qualification;
(xi) Maintain the register of shareholders of the
Portfolio and enter on such register all issues,
transfers and repurchases of Shares;
(xii) PFPC shall provide the services of certain persons
who may be appointed as officers of the Fund by the
Fund's Board of Trustees to the extent permitted by
law;
(xiii) PFPC shall assist in developing compliance procedures
for the Portfolios relating to compliance with 1940
Act provisions and the rules thereunder, the
investment policies and limitations stated in the
Fund's registration statement, and each Portfolio's
status as a regulated investment company under
Sub-chapter M of the Internal Revenue Code of 1986
(as amended), but shall not be responsible for the
Fund's compliance.
(xiv) Oversee the performance of PNC Bank, National
Association under the Custodian Services Agreement
with respect to the Funds;
(xv) Make available information concerning each Portfolio
to its shareholders; distribute written
communications to each Portfolio's shareholders such
as periodic listings of each Portfolio's securities,
annual and semi-annual
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reports, and prospectuses and supplements thereto;
and handle shareholder problems and calls relating to
administrative matters;
(xvi) Pay all costs and expenses of maintaining the offices
of the Fund and shall arrange for payment by the Fund
of all expenses payable by the Fund;
(xvii) PFPC shall oversee the maintenance by PNC Bank,
National Association of the books and records
pertaining to the Portfolios required under the 1940
Act in connection with the performance of the Fund's
Custodian Services Agreement, and shall maintain such
other books and records with respect to the
Portfolios (other than those required to be
maintained by the Fund's investment adviser,
sub-investment adviser, and other service providers)
as may be required by the 1940 Act and other
applicable securities laws, rules and regulations in
connection with the services provided hereunder;
(xviii) PFPC shall prepare and, subject to approval of the
Fund' Treasurer, disseminate the Fund's quarterly
financial statements and schedules of investments to
the Fund's Board of Trustees, and shall prepare such
other reports relating to the business and affairs of
the Portfolios (not otherwise appropriately prepared
by the Fund's investment adviser, sub-investment
adviser, counsel, auditors or others) as the officers
and trustees of the Fund may from time to time
reasonably request in connection with performance of
PFPC's duties;
(xix) PFPC shall assist PNC Bank, National Association and
the Fund's investment adviser, sub-investment
adviser, counsel, auditors and any other services
providers as reasonably requested to carry out the
business and operations of the Portfolios; and
(xx) PFPC shall maintain each Portfolio's fidelity bond as
required by the 1940 Act and shall maintain errors
and omissions insurance on behalf of the Fund.
(b) In performing its duties as Administrator for the
Portfolios, subject to Section 5(b) of this Agreement PFPC will act in
conformity with the Fund's Amended and Restated Declaration of Trust, By-Laws,
registration statement, and the instructions and directions of the board of
Trustees of the Fund.
(c) It is understood that the services and duties described
in, and to be performed by PFPC and any subcontractors under this Agreement
shall be performed offshore, at a general
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business office or offices outside the United States in which the personnel
performing such services and duties are located, to the extent required by
Treasury regulation Sections 1.864-2(c)(2)(iii).
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 00 Xxxxxxxx Xxxxxx, Xxxxxx 0, Xxxxxxx; (b) if to the Fund, at
X.X. Xxx 000, Xxxxx Xxxxxx, Xxxxxx Xxxxxxx, Xxxxxxx Xxxx Indies, Attention:
President, with copies to Xxxxxx X. Xxxxxxx, Esq., XxXxxxxxx & Xxxxxxx, 000
Xxxxx Xxxx Xxxxxx, Xxxxx 000, Xxxxxxxx, XX 00000-0000 and to W. Xxxxx XxXxxxxx,
III, Esq., Secretary, Drinker Xxxxxx & Xxxxx LLP, Philadelphia National Bank
Building, 0000 Xxxxxxxx Xxxxxx, Xxxxxxxxxxxx, XX 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 the Fund
thirty (30) days' prior written notice; (ii) the
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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)
provided, however, that notwithstanding anything herein to the contrary PFPC
shall be as fully responsible to the Fund for the acts and omissions of any
delegate (or assignee) as PFPC is for its own acts and omissions.
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.
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(c) Governing Law. This Agreement shall be governed by and
construed in accordance with the laws of Ireland, provided, however, that
nothing herein shall be construed in a manner inconsistent with the 1940 Act or
any rule or regulation of the SEC thereunder.
(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.
(g) Names. The names "Master Investment Trust, Series I" and
"Trustees of Master Investment Trust, Series I" refer respectively 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 October 23, 1992, as
amended and restated on February 10, 1993, which is hereby referred to and a
copy of which is on file at the principal office of the Fund. The trustees,
officers, employees and agents of the Fund shall not personally be bound by or
liable under any written obligation, contract, instrument, certificate or other
interest or undertaking of the Fund made by the trustees or by an officer,
employee or agent of the Fund, in his or her capacity as such, nor shall resort
be had to their private property for the satisfaction of any obligation or claim
thereunder. All persons dealing with any class of shares of the Fund may enforce
claims against the Fund only against the assets belonging to such class.
(h) Single Portfolio. The obligations of each Portfolio under
this Agreement shall be the several (and not joint or joint and several)
obligations of each Portfolio.
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed as of the day and year first above written.
PFPC INTERNATIONAL LTD.
By:
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Title:
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MASTER INVESTMENT TRUST, SERIES I
By:
---------------------------------
Title:
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EXHIBIT A
THIS EXHIBIT A, dated as of September 15, 1997, is Exhibit A to that
certain Administration and Accounting Services Agreement dated as of September
15, 1997 between PFPC International Ltd. and Master Investment Trust, Series I.
PORTFOLIOS
Blue Chip Fund
Intermediate Bond Fund
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AUTHORIZED PERSONS APPENDIX
NAME (TYPE) SIGNATURE
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