ADMINISTRATION AND ACCOUNTING SERVICES AGREEMENT
THIS AGREEMENT is made as of November 1, 2006 by and between PFPC Inc.,
a Massachusetts corporation ("PFPC"), and BHR INSTITUTIONAL FUNDS, a Delaware
statutory trust (the "Trust").
W I T N E S S E T H:
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, the Trust wishes to retain PFPC to provide administration and
accounting services to its investment series now or in the future existing (each
a "Series") 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 or
Written Instructions on behalf of the Trust. An
Authorized Person's scope of authority may be limited
by setting forth such limitation in a written
document signed by both parties hereto.
(d) "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. PFPC may, in its sole discretion in each
seperate instance, consider and rely upon
instructions it receives from an Authorized Person
via electronic mail as Oral Instructions.
(e) "SEC" means the Securities and Exchange Commission.
(f) "SECURITIES LAWS" means the 1933 Act, the 1934 Act
and the 0000 Xxx.
(g) "SHARES" mean the shares of beneficial interest of
any series or class of the Trust.
2
(h) "WRITTEN INSTRUCTIONS" mean (i) written instructions
signed by an Authorized Person (or a person
reasonably believed by PFPC to be an Authorized
Person) and received by PFPC or (ii) trade
instructions transmitted (and received by PFPC) by
means of an electronic transaction reporting system
access to which requires use of a password or other
authorized identifier. The instructions may be
delivered electronically (with respect to sub-item
(ii) above) or by hand, mail, tested telegram, cable,
telex or facsimile sending device.
2. APPOINTMENT. The Trust hereby appoints PFPC to provide
administration and accounting services to each of the Series, in accordance with
the terms set forth in this Agreement. PFPC accepts such appointment and agrees
to furnish such services.
3. 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 other entity.
4. INSTRUCTIONS.
(a) Unless otherwise provided in this Agreement, PFPC
shall act only upon Oral Instructions or Written
Instructions.
(b) PFPC shall be entitled to rely upon any Oral
Instruction or Written Instruction 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) The Trust 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 or differ from the Oral Instructions
shall in no way invalidate the transactions or
enforceability of the transactions authorized by the
Oral Instructions or PFPC's ability to rely upon such
Oral Instructions.
5. 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 the Trust.
(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
from counsel of its own choosing (who may be counsel
to the Trust, the Trust'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 Trust and
the advice PFPC receives from counsel, PFPC may rely
upon and follow the advice of counsel. PFPC shall
notify the Trust of any such conflict if such
conflict is material.
(d) PROTECTION OF PFPC. PFPC shall be indemnified by the
Trust and without liability for any action PFPC takes
or does not take in reliance upon directions or
advice or Oral Instructions or Written Instructions
PFPC receives from or on behalf of the Trust or from
counsel and which PFPC believes, in good faith, to be
3
consistent with those directions or advice or 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 or
advice or Oral Instructions or Written Instructions,
or (ii) to act in accordance with such directions or
advice or Oral Instructions or Written Instructions.
6. RECORDS; VISITS.
(a) The books and records pertaining to the Trust and the
Series 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
the Trust, copies of any such books and records shall
be provided by PFPC to 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
Series' books of account;
(ii) records of each Series' 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.
7. CONFIDENTIALITY. Each party shall keep confidential any
information relating to the other party's business ("Confidential Information").
Confidential Information shall include (a) any data or information that is
competitively sensitive material, and not generally known to the public,
including, but not limited to, information about product plans, marketing
strategies, finances, operations, customer relationships, customer profiles,
customer lists, sales estimates, business plans, and internal performance
4
results relating to the past, present or future business activities of the Trust
or PFPC, their respective subsidiaries and affiliated companies; (b) any
scientific or technical information, design, process, procedure, formula, or
improvement that is commercially valuable and secret in the sense that its
confidentiality affords the Trust or PFPC a competitive advantage over its
competitors; (c) all confidential or proprietary concepts, documentation,
reports, data, specifications, computer software, source code, object code, flow
charts, databases, inventions, know-how, and trade secrets, whether or not
patentable or copyrightable; and (d) anything designated as confidential.
Notwithstanding the foregoing, information shall not be subject to the foregoing
confidentiality obligations if it: (a) is already known to the receiving party
at the time it is obtained; (b) is or becomes publicly known or available
through no wrongful act of the receiving party; (c) is rightfully received from
a third party who, to the best of the receiving party's knowledge, is not under
a duty of confidentiality; (d) is released by the protected party to a third
party without restriction; (e) is requested or required to be disclosed by the
receiving party pursuant to a court order, subpoena, governmental or regulatory
agency request or law (provided the receiving party will provide the other party
written notice of the same, to the extent such notice is permitted); (f) is
relevant to the defense of any claim or cause of action asserted against the
receiving party; (g) is Trust information provided by PFPC in connection with an
independent third party compliance or other review; (h) is necessary for PFPC to
release such information in connection with the provision of services under this
Agreement; or (i) has been or is independently developed or obtained by the
receiving party. The provisions of this Section 7 shall survive termination of
this Agreement for a period of three (3) years after such termination.
5
8. 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
Series. 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.
9. PFPC SYSTEM. PFPC shall retain title to and ownership of any
and all data bases, computer programs, screen formats, report formats,
interactive design techniques, derivative works, inventions, discoveries,
patentable or copyrightable matters, concepts, expertise, patents, copyrights,
trade secrets, and other related legal rights utilized by PFPC in connection ith
the services provided by PFPC to 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 to the
extent appropriate equipment is available. In the event of equipment failures,
PFPC shall, at no additional expense to the Trust, 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.
(a) As compensation for services rendered by PFPC during
the term of this Agreement, the Trust, on behalf of
each Series, will pay to PFPC a fee or fees as may be
agreed to in writing by the Trust and PFPC. Subject
to payment of filing fees to PFPC in advance, PFPC
will remit to the respective jurisdictions the
requisite blue sky filing fees for the shares of the
relevant Series(s) (or classes thereof), and any fees
for qualifying or continuing the qualification of any
Series(s) (or classes thereof).
6
(b) The undersigned hereby represents and warrants to
PFPC that (i) the terms of this Agreement, (ii) the
fees and expenses associated with this Agreement, and
(iii) any benefits accruing to PFPC or to the adviser
or sponsor to the Trust in connection with this
Agreement, have been fully disclosed to the Board of
Trustees of the Trust and that, if required by
applicable law, such Board of Trustees has approved
or will approve the terms of this Agreement, any such
fees and expenses, and any such benefits.
12. INDEMNIFICATION.
(a) The Trust, on behalf of each Series, agrees to
indemnify, defend and hold harmless PFPC and its
affiliates, including their respective officers,
directors, agents and employees, from all taxes,
charges, expenses, assessments, claims and
liabilities (including, without limitation,
attorneys' fees and disbursements and liabilities
arising under the Securities Laws and any state and
foreign securities and blue sky laws) arising
directly or indirectly from any action or omission to
act which PFPC takes in connection with the provision
of services to the Trust. Neither PFPC, nor any of
its affiliates, shall be indemnified against any
liability (or any expenses incident to such
liability) caused by PFPC's or its affiliates' own
willful misfeasance, bad faith, gross negligence or
reckless disregard in the performance of PFPC's
activities under this Agreement. Any amounts payable
by the Trust hereunder shall be satisfied only
against the relevant Series' assets and not against
the assets of any other investment portfolio of the
Trust. The provisions of this Section 12 shall
survive termination of this Agreement.
7
(b) PFPC agrees to indemnify, defend and hold harmless
the Trust and its officers, directors and employees
only from those taxes, charges, expenses,
assessments, claims and liabilities (including,
without limitation, reasonable attorneys' fees and
disbursements) caused by PFPC's failure to perform
its duties under this Agreement and only to the
extent such taxes, charges, expenses, assessments,
claims and liabilities are the result of PFPC's
willful misfeasance, bad faith, gross negligence or
reckless disregard of its duties under this
Agreement. Any obligation of PFPC to indemnify,
defend or hold harmless the Trust is subject to the
provisions of this Agreement limiting PFPC's
responsibility to the Trust; any limitation on the
Trust's ability to be indemnified, defended or held
harmless shall also apply to any ability of the
Trust's officers, directors and employees to be
indemnified, defended or held harmless.
13. RESPONSIBILITY OF PPPC.
(a) PFPC shall be under no duty to take any action
hereunder on behalf of the Trust or any Series except
as specifically set forth herein or as may be
specifically agreed to by PFPC and the Trust in a
written amendment hereto. PFPC shall be obligated to
exercise care and diligence in the performance of its
duties hereunder and to act in good faith in
performing services provided for under this
Agreement. PFPC shall be liable only for any damages
arising out of PFPC's failure to perform its duties
under this Agreement and only to the extent such
damages arise out of PFPC's willful misfeasance, bad
faith, gross negligence or reckless disregard of such
duties.
(b) Notwithstanding anything in this Agreement to the
contrary, (i) PFPC shall not be liable for losses,
delays, failure, errors, interruption or loss of data
occurring directly or indirectly by reason of
circumstances beyond its reasonable control,
8
including without limitation acts of God; action or
inaction of civil or military authority; public
enemy; war; terrorism; riot; fire; flood; sabotage;
epidemics; labor disputes; civil commotion;
interruption, loss or malfunction of utilites,
transportation, computer or communications
capabilities; insurrection; elements of nature; or
non-performance by a third party; and (ii) PFPC shall
not be under any duty or obligation to inquire into
and shall not be liable for the validity or
invalidity, authority or lack thereof, or
truthfulness or accuracy or lack thereof, or any
instruction, direction, notice, instrument or other
information which conforms to applicable requirements
of this Agreement, if any, and which PFPC reasonably
believes to be genuine.
(c) Notwithstanding anything in this Agreement to the
contrary, (i) neither PFPC nor its affiliates shall
be liable for any consequential, special or indirect
losses or damages, whether or not the likelihood of
such losses or damages was known by PFPC or its
affiliates and (ii) PFPC's cumulative liability to
the Trust for all losses, claims, suits,
controversies, breaches and damages of any nature
whatsoever (including but not limited to those
arising out of or related to this Agreement) and
regardless of the form of action or legal theory
shall not exceed an amount equal to the greatest
amount of fees received by PFPC for services provided
hereunder during a particular eighteen (18)
consecutive month period.
(d) Each party shall have a duty to mitigate damages for
which the other party may become responsible.
(e) The provisions of this Section 13 shall survive
termination of this Agreement.
(f) Notwithstanding anything in this Agreement to the
contrary, PFPC shall have no liability either for any
9
error or omission of any of its predecessors as
servicer on behalf of the Trust or for any failure to
discover any such error or omission.
14. DESCRIPTION OF ACCOUNTING SERVICES ON A CONTINUOUS BASIS. PFPC
will perform the following accounting services with respect to each Series:
(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 Series (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 Series' investments;
(xiv) Transmit or mail a copy of the daily
portfolio valuation to the Adviser;
10
(xv) Compute net asset value; and
(xvi) As appropriate, compute yields, total
return, expense ratios, portfolio turnover
rate, and, if required, portfolio average
dollar-weighted maturity.
15. DESCRIPTION OF ADMINISTRATION SERVICES ON A CONTINUOUS BASIS.
PFPC will perform the following administration services with respect to each
Series:
(i) Prepare quarterly broker security
transactions summaries;
(ii) Prepare monthly security transaction
listings;
(iii) Supply various normal and customary, Series
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) Monitor each Series' status as a regulated
investment company under Sub-chapter M of
the Internal Revenue Code of 1986, as
amended;
(vi) Prepare the Trust's annual and semi-annual
financial statements, and prepare and
coordinate the filing of Forms N-CSR, N-Q
and N-PX (with the Trust providing the
voting records in the format required by
PFPC);
(vii) Prepare and coordinate the filing of annual
Post-Effective Amendments to the Trust's
Registration Statement; prepare and file (or
coordinate the filing of) (i) annual and
semi-annual reports on Form N-SAR and (ii)
Notices pursuant to Rule 24f-2;
(viii) Administratively assist in obtaining the
fidelity bond and directors' and
officers'/errors and omissions insurance
policies for the Trust in accordance with
the requirements of Rule 17g-1 and
17d-1(d)(7) under the 1940 Act as such bond
and policies are approved by the Trust's
Board of Trustees;
(ix) Draft notices, agendas and resolutions for
quarterly board meetings and draft actions
by written consent of the board;
(x) Coordinate the preparation, assembly and
mailing of board materials for quarterly
board meetings;
(xi) Attend quarterly board meetings and draft
minutes thereof;
(xii) Maintain a regulatory calendar for the Trust
listing various filing and board approval
deadlines;
11
(xiii) Monitor the Trust's compliance with the
amounts and conditions of each state blue
sky qualification and perform appropriate
blue sky filings;
(xiv) In connection with blue sky filings, the
Trust hereby grants PFPC a limited power of
attorney on behalf of the Trust to sign all
blue sky filings and other related documents
in order to effect such filings. The Trust
will provide PFPC a listing of all
jurisdictions in which each Series (and
class thereof) is lawfully available for
sale and in which the Trust desires PFPC to
effect a blue sky filing;
(xv) Provide compliance policies and procedures
related to services provided by PFPC and, if
mutually agreed, certain PFPC affiliates,
summary procedures thereof and an annual
certification letter; and
(xvi) Provide sub-certifications to the Trust's
chief executive officer and chief financial
officer in support of certain matters set
forth in the certifications of the Trust's
chief executive officer and chief financial
officer which certifications are required by
Rule 30a-2(a) under the 1940 Act to be
included with the Trust's Form N-CSR
filings, such sub-certifications to be in
such form as agreed between the Trust and
PFPC from time to time. PFPC shall be
required to provide a sub-certification only
during the term of this Agreement and only
if it receives such cooperation as it may
reasonably request to perform its
investigations with respect to the
sub-certification. For clarity, the
sub-certification is not itself a
certification under any regulatory
requirement.
All regulatory administration services are subject to the
review and approval of Trust counsel.
16. DURATION AND TERMINATION.
(a) This Agreement shall be effective on the date first
written above and unless terminated pursuant to its
terms shall continue for a period of three (3) years
(the "Initial Term"). Upon the expiration of the
Initial Term, this Agreement will automatically renew
for successive terms of one (1) year (the "Renewal
Terms"). Either party may terminate this Agreement
effective at the end of the Initial Term or any
Renewal Term by providing written notice to the other
12
party of its intent not to renew. Notice of
termination must be received not less than thirty
(30) days prior to the expiration of the Initial Term
or the then current Renewal Term, as applicable.
(b) In the event the Trust gives notice of termination,
all expenses associated with movement (or
duplication) of records and materials and conversion
thereof to a successor accounting and administration
services agent(s) (and any other service
provider(s)), and all trailing expenses incurred by
PFPC, will be borne by the Trust.
(c) If a party hereto is guilty of a material failure to
perform its duties and obligations hereunder (a
"Defaulting Party") the other party (the
"Non-Defaulting Party") may give written notice
thereof to the Defaulting Party, and if such material
breach shall not have been remedied within thirty
(30) days after such written notice is given, then
the Non-Defaulting Party may terminate this agreement
by giving thirty (30) days written notice of such
termination to the Defaulting Party. In all cases,
termination by the Non-Defaulting Party shall not
constitute a waiver by the Non-Defaulting Party of
any other rights it might have under this Agreement
or otherwise against the Defaulting Party.
17. NOTICES. Notices shall be addressed (a) if to PFPC, at 000
Xxxxxxxx Xxxxxxx, Xxxxxxxxxx, Xxxxxxxx 00000, Attention: President (or such
other address as PFPC may inform the Trust in writing); (b) if to the Trust, at
BHR FUND ADVISORS, LP 0000 XXXX XXXXXXXXXX XXXX, XXXXX 000, XXXXXX, XX 00000,
Attention: XXXX XXXXXXX (or such other address as the Trust may inform PFPC in
writing), with a copy to Drinker Xxxxxx & Xxxxx LLP, One Xxxxx Square, 00xx &
Xxxxxx Xxxxxxx, Xxxxxxxxxxxx, XX 00000, Attention: Xxxxxxx X. Xxxxxx (or such
other address as the Trust may inform PFPC in writing); or (c) if to neither of
the foregoing, at such other address as shall have been given by like notice to
the sender of any such notice or other communication by the other party. If
notice is sent by confirming telegram, cable, telex or facsimile sending device,
13
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.
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. ASSIGNMENT. PFPC may assign this Agreement to any
majority-owned direct or indirect subsidiary of PFPC or of The PNC Financial
Services Group, Inc., provided that PFPC gives the Trust thirty (30) days prior
written notice of such assignment, that the assignee agrees to comply with all
relevant provisions of the 1940 Act and that the assignee shall promptly provide
such information as the Trust may ask, relative to the assignment, including
(without limitation) capabilities of the 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) Notwithstanding anything in this Agreement to the
contrary, the Trust agrees not to make any
modifications to its registration statement or adopt
any policies which would affect materially the
obligations or responsibilities of PFPC hereunder
without the prior written approval of PFPC, which
approval shall not be unreasonably withheld or
delayed.
(b) During the term of this Agreement and for one year
thereafter, the Trust shall not (with the exceptions
noted in the immediately succeeding sentence)
knowingly solicit or recruit for employment or hire
any of PFPC's employees involved in providing
services to the Trust, and the Trust shall cause the
14
Trust's sponsor and the Trust's affiliates to not
(with the exceptions noted in the immediately
succeeding sentence) knowingly solicit or recruit for
employment or hire any of PFPC's employees involved
in providing services to the Trust. To "knowingly"
solicit, recruit or hire within the meaning of this
provision does not include, and therefore does not
prohibit, solicitation, recruitment or hiring of a
PFPC employee by the Trust, the Trust's sponsor or an
affiliate of the Trust if the PFPC employee was
identified by such entity solely as a result of the
PFPC employee's response to a general advertisement
by such entity in a publication of trade or industry
interest or other similar general solicitation by
such entity.
(c) Except as expressly provided in this Agreement, PFPC
herby disclaims all representations and warranties,
express or implied, made to the Trust or any other
person, including, without limitation, any warranties
regarding quality, suitability, merchantability,
fitness for a particular purpose or otherwise
(irrespective of any course of dealing, custom or
usage of trade), of any services or any goods
provided incidental to services provided under this
Agreement. PFPC disclaims any warranty of title or
non-infringement except as otherwise set forth in
this Agreement.
(d) 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.
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. Notwithstanding
any provision hereof, the services of PFPC are not,
nor shall they be construed as constituting, legal
advice or the provision of legal services for or on
behalf of the Trust or any other person.
15
(e) The Trust will provide such information and
documentation as PFPC may reasonably request in
connection with services provided by PFPC to the
Trust
(f) 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.
(g) 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 and permitted
assigns.
(h) The facsimile signature of any party to this
Agreement shall constitute the valid and binding
execution hereof by such party.
(i) The Trust and PFPC agree that the obligations of the
Trust under this Agreement shall not be binding upon
any of the Trustee, shareholders, nominees, officers,
employees or agents, whether past, present or future,
of the Trust individually, but are binding only upon
the assets of the Fund or applicable Series. The
execution and delivery of this Agreement have been
authorized by the Trustees of the Trust, and signed
by an authorized officer of the Trust, acting as
such, and neither such authorization by the Trustees
nor such execution by such officer shall be deemed to
have been made by them or any shareholder of the
Trust individually or to impose any liability on any
of them or any shareholder of the Trust personally,
but shall bind only the assets and property of the
Trust or applicable Series.
16
(j) To help the U.S. government fight the funding of
terrorism and money laundering activities, U.S.
Federal law requires each financial institution to
obtain, verify, and record certain information that
identifies each person who initially opens an account
with that financial institution on or after October
1, 2003. Certain of PFPC's affiliates are financial
institutions, and PFPC may, as a matter of policy,
request (or may have already requested) the Trust's
name, address and taxpayer identification number or
other government-issued identification number, and,
if such party is a natural person, that party's date
of birth. PFPC may also ask (and may have already
asked) for additional identifying information, and
PFPC may take steps (and may have already taken
steps) to verify the authenticity and accuracy of
these data elements.
17
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/ XXX X. XXXXXXXX
----------------------------
Title: Senior Vice President
BHR INSTITUIONAL FUNDS
By: /S/ XXXX XXXXXXX
----------------
Title: Secretary
18
