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EXHIBIT 8
CUSTODIAN SERVICES AGREEMENT
This Agreement is made as of October 25, 1993 by and between PNC BANK,
NATIONAL ASSOCIATION, a national banking association ("PNC Bank"), and MASTER
INVESTMENT TRUST, SERIES I, a Delaware business trust (the "Fund").
The Fund is registered as an open-end investment company under the
Investment Company Act of 1940, as amended (the "1940" Act). The Fund wishes to
retain PNC Bank to provide custodian services, for such portfolios listed in
Appendix A, as amended from time to time (each a "Portfolio") , and PNC Bank
wishes to furnish custodian services, either directly or through an affiliate or
affiliates, as more fully described herein.
In consideration of the promises and mutual covenants herein contained,
the parties agree as follows:
1. Definitions.
(a) "Authorized Person". The term "Authorized Person" shall
mean any officer of the Fund and any other person, who is duly authorized by the
Fund's Governing Board, to give oral and Written Instructions on behalf of the
Fund, provided, however, that if the Governing Board determines that Oral
Instructions or Written Instructions require the approval of more than one
person, the term "Authorized Person" shall mean such persons as are in
combination so authorized. Such persons are listed in the Certificate attached
hereto as the Authorized Persons Appendix as
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such appendix may be amended in writing by the Fund's Governing Board from time
to time.
(b) "Book-Entry System". The term "Book-Entry System" shall
mean the Federal Reserve Treasury book-entry system for United States and
federal agency securities, its successor or successors, and its nominee or
nominees and any book-entry system maintained by an exchange registered with the
SEC under the 1934 Act.
(c) "CFTC". The term "CFTC" shall mean the Commodities Futures
Trading Commission.
(d) "Governing Board". The term "Governing Board" shall mean
the Fund's Board of Trustees, or, where duly authorized, a competent committee
thereof.
(e) "Oral Instructions". The term "Oral Instructions" shall
mean oral instructions received by PNC Bank from an Authorized Person or from a
person reasonably identified to PNC Bank as an Authorized Person.
(f) "PNC Bank". The term "PNC Bank" shall mean PNC Bank,
National Association or a subsidiary or affiliate of PNC Bank, National
Association.
(g) "SEC". The term "SEC" shall mean the Securities and
Exchange Commission.
(h) "Securities and Commodities Laws". The term shall mean the
"1933 Act," which shall mean the Securities Act of 1933, as amended, the "1934
Act," which shall mean the Securities Exchange Act of 1934, as amended, the
"1940 Act," which shall
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mean the Investment Company Act of 1940, as amended and the "CEA," which shall
mean the Commodities Exchange Act, as amended.
(i) "Shares". The term "Shares" shall mean the shares of any
series or class of units of beneficial interest of the Fund.
(j) "Property". The term "Property" shall mean:
(i) any and all securities and other investment
items which the Fund may from time to time
deposit, or cause to be deposited, with PNC
Bank or which PNC Bank may from time to time
hold for the Fund;
(ii) All income in respect of any of such
securities or other investment items;
(iii) all proceeds of the sale of any of such
securities or investment items; and
(iv) all proceeds of the sale of securities issued
by the Fund, which are received by PNC Bank
from time to time, from or on behalf of the
Fund.
(k) "Written Instructions". The term "Written Instructions"
shall mean written instructions signed by one or more Authorized Persons as
required by the Governing Board from time to time and received by PNC Bank. The
instructions may be delivered by hand, mail, tested telegram, cable, telex or
facsimile sending device.
2. Appointment. The Fund hereby appoints PNC Bank to provide custodian
services, and PNC Bank accepts such appointment and agrees to furnish such
services.
3. Delivery of Documents. The Fund has provided or, where applicable,
will provide PNC Bank with the following:
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(a) certified or authenticated copies of the
resolutions of the Fund's Governing Board,
approving the appointment of PNC Bank or its
affiliates to provide services;
(b) a copy of the Fund's most recent effective
registration statement;
(c) a copy of the Fund's advisory and sub-advisory
agreements;
(d) a copy of the Fund's administration agreement; and
(e) certified or authenticated copies of any and all
amendments or supplements to the foregoing.
4. Compliance with Government Rules and Regulations.
PNC Bank undertakes to comply with all applicable requirements of the
Securities and Commodities Laws and any other laws, rules and regulations of
state and federal governmental authorities having jurisdiction with respect to
all duties to be performed by PNC Bank hereunder. Except as specifically set
forth herein, PNC Bank assumes no responsibility for such compliance by the
Fund.
5. Instructions. Unless otherwise provided in this Agreement or by
resolution of the Governing Board which has been submitted to PNC Bank, PNC Bank
shall act only upon Oral and Written Instructions. PNC Bank shall be entitled to
rely upon any Oral and Written Instructions. PNC Bank may assume that any Oral
or Written Instructions received hereunder are not in any way inconsistent with
the provisions of organizational documents of the Fund or of any vote,
resolution or proceeding of the Fund's Governing Board or any committee thereof
or of the Fund's shareholders.
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The Fund agrees to forward to PNC Bank Written Instructions confirming
Oral Instructions so that PNC Bank 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 PNC Bank
shall in no way invalidate the transactions or enforceability of the
transactions authorized by the Oral Instructions.
The Fund further agrees that PNC Bank shall incur no liability to the
Fund in acting upon Oral or Written Instructions.
6. Right to Receive Advice.
(a) Advice of the Fund. If PNC Bank is in doubt as to any action it
should or should not take, PNC Bank may request Oral or Written Instructions,
from the Fund.
(b) Advice of Counsel. If PNC Bank shall be in doubt as to any
questions of law pertaining to any action it should or should not take, PNC Bank
may request advice at its own cost from such counsel of its own choosing (who
may be counsel for the Fund, the Fund's advisor or PNC Bank, at the option of
PNC Bank).
(c) Conflicting Advice. In the event of a conflict between Oral or
Written Instructions PNC Bank receives from the Fund, and the written advice it
receives from counsel, PNC Bank shall be entitled to rely upon and follow such
advice of counsel after notice to the Fund.
(d) Protection of PNC Bank. PNC Bank shall be protected in any
action it takes or does not take in reliance
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upon Oral or Written Instructions it receives from the Fund or written advice of
counsel.
Nothing in this paragraph shall be construed so as to impose an
obligation upon PNC Bank (i) to seek Oral or Written Instructions, or (ii) to
act in accordance with Oral or Written Instructions unless, under the terms of
other provisions of this Agreement, the same is a condition of PNC Bank's
properly taking or not taking such action.
Nothing in this subsection shall excuse PNC Bank when an action or
omission on the part of PNC Bank constitutes willful misfeasance, bad faith,
negligence or reckless disregard by PNC Bank of any duties or obligations under
this Agreement.
7. Records. The books and records pertaining to the Fund, which are in
the possession of PNC Bank, shall be the property of the Fund. Such books and
records shall be prepared and maintained as required by the 1940 Act and other
applicable securities laws, rules and regulations and shall, to the extent
practicable, be maintained separately for each portfolio of the Fund. The Fund,
or the Fund's authorized representatives, shall have access to such books and
records at all times during PNC Bank's normal business hours. Upon the
reasonable request of the Fund, copies of any such books and records shall be
provided by PNC Bank to the Fund or to an authorized representative of the Fund,
at the Fund's expense.
8. Confidentiality. PNC Bank agrees to keep confidential and to treat
as proprietary information of the Fund all records
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of the Fund and information relative to the Fund and its shareholders (past,
present and potential), unless the release of such records or information is
otherwise authorized by the Governing Board. The Fund further agrees that,
should PNC Bank be required to provide such information or records to duly
constituted authorities (who may institute civil or criminal contempt
proceedings for failure to comply), PNC Bank shall not be required to seek the
Fund's consent prior to disclosing such information; provided that PNC Bank
gives the Fund prior written notice of the provision of such information and
records.
9. Cooperation with Accountants. PNC Bank shall cooperate with the
Fund's independent public accountants and shall take all reasonable action in
the performance of its obligations under this Agreement to ensure that the
necessary information is made available to such accountants for the expression
of their opinion, as required by the Fund.
10. Disaster Recovery. As soon as reasonably possible, PNC Bank shall
at its expense enter into and shall maintain in effect with appropriate parties
one or more agreements making reasonable provision for emergency use of
electronic data processing equipment to the extent appropriate equipment is
available. In the event of equipment failures, PNC Bank shall, at no additional
expense to the Fund, take reasonable steps to minimize service interruptions but
shall have no liability with respect thereto.
11. Compensation. As compensation for custody services rendered by PNC
Bank during the tern of this Agreement, the Fund
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will pay to PNC Bank a fee or fees as may be agreed to in writing from time to
time by the Fund and PNC Bank.
12. Indemnification. The Fund agrees to indemnify and hold harmless PNC
Bank and its nominees from all taxes, charges, expenses, assessment, claims and
liabilities (including, without limitation, liabilities arising under the
Securities and Commodities Laws, and any state and foreign securities and blue
sky laws, and amendments thereto), and expenses, including (without limitation)
reasonable attorneys' fees and disbursements, arising directly or indirectly
from any action which PNC Bank takes or does not take on the direction of or in
reliance on Oral or Written Instructions provided that neither PNC Bank, nor any
of its nominees, shall be indemnified against any liability to the Fund or to
its shareholders (or any expenses incident to such liability) arising out of PNC
Bank's or its nominees' own willful misfeasance, bad faith, negligence or
reckless disregard of its duties and obligations under this Agreement or PNC
Bank's own negligent failure to perform its duties under this Agreement.
13. Responsibility of PNC Bank. PNC Bank shall be under no duty to take
any action on behalf of the Fund except as specifically set forth herein or as
may be specifically agreed to by PNC Bank, in writing. PNC Bank itself shall
perform all duties specified herein unless the Governing Board has approved the
performance of such duties by an affiliate of PNC Bank, provided, that PNC Bank
shall retain responsibility therefor as
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specified herein. PNC Bank shall be obligated to exercise care and diligence in
the performance of its duties hereunder and, shall be responsible for its own or
its affiliates' and nominees' own willful misfeasance, bad faith, negligence or
reckless disregard of its duties and obligations under this Agreement or PNC
Bank's own negligent failure to perform its duties under this Agreement.
Without limiting the generality of the foregoing or of any other
provision of this Agreement, PNC Bank, in connection with its duties under this
Agreement, shall not be under any duty or obligation to inquire into and shall
not be liable for (a) the validity or invalidity or authority or lack thereof of
any Oral or Written Instruction, notice or other instrument which conforms to
the applicable requirements of this Agreement, and which PNC Bank reasonably
believes to be genuine; or (b) delays or errors or loss of data occurring by
reason of circumstances beyond PNC Bank's control, including acts of civil or
military authority, national emergencies, fire, flood or catastrophe, acts of
God, insurrection, war, riots or failure of the mails, transportation,
communication or power supply.
Notwithstanding anything in this Agreement to the contrary, PNC Bank
expressly disclaims all responsibility for consequential damages, including but
not limited to any that may result from performance or non-performance of any
duty or obligation whether express or implied in this Agreement and also
expressly disclaims
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any express or implied warranty of products or services provided in connection
with this Agreement.
14. Description of Services.
(a) Delivery of the Property. The Fund will deliver or arrange for
delivery to PNC Bank, all (except as otherwise determined by the Governing
Board) the Property it owns, including cash received as a result of the
distribution of its Shares, during the period that is set forth in this
Agreement. PNC Bank will not be responsible for such Property until actual
receipt.
(b) Receipt and Disbursement of Money. PNC Bank, acting upon Written
Instructions, shall open and maintain separate account(s) in the Fund's name
using all cash received from or for the account of the Fund, subject to the
terms of this Agreement. In addition, upon Written Instructions, PNC Bank shall
open and maintain separate custodial accounts for each separate series,
portfolio or class of the Fund and shall hold in such account(s) all cash
received from or for the accounts of the Fund specifically designated to each
separate series, portfolio or class.
PNC Bank shall make cash payments from or for the account of each
portfolio of the Fund only for:
(i) purchases of securities in the name of the
portfolios of the Fund or PNC Bank or PNC
Bank's nominee as provided in sub-paragraph (j)
and for which PNC Bank has received a copy of
the broker's or dealer's confirmation or
payee's invoice, as appropriate;
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(ii) purchase or redemption of Shares of the Fund
delivered to PNC Bank;
(iii) payment of, subject to Written Instructions,
interest, taxes, administration, accounting,
distribution, advisory, management fees or
similar expenses which are to be borne by the
Fund;
(iv) payment to, subject to receipt of Written
Instructions, the Fund's transfer agent, as
agent for the Fund's shareholders, of an amount
equal to the amount of dividends and
distributions stated in the Written
Instructions to be distributed in cash by the
transfer agent to shareholders of the
applicable portfolio, or, in lieu of paying the
Fund's transfer agent, PNC Bank may arrange for
the direct payment of cash dividends and
distributions to shareholders in accordance
with procedures mutually agreed upon from time
to time by and among the Fund, PNC Bank and the
Fund's transfer agent;
(v) payments, upon receipt of Written Instructions,
in connection with the conversion, exchange or
surrender of securities owned or subscribed to
by the Fund and held by or delivered to PNC
Bank;
(vi) payments of the amounts of dividends received
with respect to securities sold short;
(vii) payments made to a sub-custodian pursuant to
provisions in sub-paragraph (c) of this
Paragraph 14; and
(viii) payments, upon receipt of Written
Instructions, for other proper Fund purposes.
PNC Bank is hereby authorized to endorse and collect all checks, drafts
or other orders for the payment of money received as custodian for the account
of the Fund.
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(c) Receipt and Withdrawal of Securities.
(i) PNC Bank shall hold all securities received by
it for the account of each portfolio of the
Fund in a separate account that physically
segregates such securities from those of any
other persons, firms or corporations. All such
securities shall be held or disposed of only
upon Written Instructions of the Fund pursuant
to the terms of this Agreement. PNC Bank shall
have no power or authority to assign,
hypothecate, pledge or otherwise dispose of any
such securities or investment items, except
upon the express terms of this Agreement and
upon Written Instructions, accompanied by a
certified resolution of the Fund's Governing
Board, authorizing the transaction. In no case
may any member of the Governing Board, or any
officer, employee or agent of the Fund withdraw
any securities.
At PNC Bank's own expense and for its own
convenience, PNC Bank may enter into
subcustodian agreements with other United
States banks or trust companies to perform
duties described in this sub paragraph (c).
Such bank or trust company shall have an
aggregate capital, surplus and undivided
profits, according to its last published
report, of at least one million dollars
($1,000,000), if it is a subsidiary or
affiliate of PNC Bank, or at least twenty
million dollars ($20,000,000) if such bank or
trust company is not a subsidiary or affiliate
of PNC Bank. In addition, such bank or trust
company must be qualified to act as custodian
and agree to comply with the relevant
provisions of the 1940 Act and other applicable
rules and regulations. Any such arrangement
will not be entered into without prior written
notice to the Fund.
PNC Bank shall remain responsible for the
performance of all of its duties as described
in this Agreement and shall
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hold the Fund harmless from its own acts or
omissions, under the standards of care provided
for herein, or the acts and omissions of any
sub custodian chosen by PNC Bank under the
terms of this sub paragraph (c).
(d) Transactions Requiring Instructions. Upon receipt of Oral or
Written Instructions and not otherwise, PNC Bank, directly or through the use of
the Book-Entry System,
shall:
(i) deliver any securities held for a portfolio of
the Fund against the receipt of payment for the
sale of such securities;
(ii) execute and deliver to such persons as may be
designated in such Oral or Written
Instructions, proxies, consents,
authorizations, and any other instruments
whereby the authority of the Fund as owner of
any securities on behalf of a portfolio may be
exercised;
(iii) deliver any securities held for a portfolio of
the Fund to the issuer thereof, or its agent,
when such securities are called, redeemed,
retired or otherwise become payable; provided
that, in any such case, the cash or other
consideration is to be delivered to PNC Bank;
(iv) deliver any securities held for a portfolio of
the Fund against receipt of other securities or
cash issued or paid in connection with the
liquidation, reorganization, refinancing,
tender offer, merger, consolidation or
recapitalization of any corporation, or the
exercise of any conversion privilege;
(v) deliver any securities held for a portfolio of
the Fund to any protective committee,
reorganization committee or other person in
connection with the reorganization,
refinancing, merger,
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consolidation, recapitalization or sale of
assets of any corporation, and receive and hold
under the terms of this Agreement such
certificates of deposit, interim receipts or
other instruments or documents as may be issued
to it to evidence such delivery;
(vi) make such transfer or exchanges of the assets
of a portfolio of the Fund and take such other
steps as shall be stated in said Oral or
Written Instructions to be for the purpose of
effectuating a duly authorized plan of
liquidation, reorganization, merger,
consolidation or recapitalization of the Fund;
(vii) release securities belonging to a portfolio of
the Fund to any bank or trust company for the
purpose of a pledge or hypothecation to secure
any loan incurred by a portfolio of the Fund;
provided, however, that securities shall be
released only upon payment to PNC Bank of the
monies borrowed, except that in cases where
additional collateral is required to secure a
borrowing already made subject to proper prior
authorization, further securities may be
released for that purpose; and repay such loan
upon redelivery to it of the securities pledged
or hypothecated therefor and upon surrender of
the note or notes evidencing the loan;
(viii) release and deliver securities owned by a
portfolio of the Fund in connection with any
repurchase agreement entered into on behalf of
a portfolio of the Fund, but only on receipt of
payment therefor; and pay out monies of a
portfolio of the Fund in connection with such
repurchase agreements, but only upon the
delivery of the securities;
(ix) release and deliver or exchange securities
owned by a portfolio of the Fund in connection
with any conversion of such securities,
pursuant to their terms, into other securities;
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(x) release and deliver securities owned by a
portfolio of the Fund for the purpose of
redeeming in kind shares of the Fund upon
delivery thereof to PNC Bank; and
(xi) release and deliver or exchange securities
owned by a portfolio of the Fund for other
corporate purposes.
(e) Use of Book-Entry System. The Fund shall deliver to PNC Bank
certified resolutions of the Fund's Governing Board approving, authorizing and
instructing PNC Bank on a continuous and on-going basis, to deposit in the
Book-Entry System all securities belonging to each portfolio of the Fund
eligible for deposit therein and to utilize the Book-Entry System to the extent
possible in connection with settlements of purchases and sales of securities by
each portfolio of the Fund, and deliveries and returns of securities loaned,
subject to repurchase agreements or used as collateral in connection with
borrowings. PNC Bank shall continue to perform such duties until it receives
Written or Oral Instructions authorizing contrary actions(s).
To administer the Book-Entry System properly, the following provisions
shall apply:
(i) With respect to securities of the Fund which
are maintained in the Book-Entry System,
established pursuant to this sub paragraph (e)
hereof, the records of PNC Bank shall identify
by Book-Entry or otherwise those securities
belonging to the applicable portfolio of the
Fund. PNC Bank shall furnish the Fund a
detailed statement of the Property held for
each portfolio of the Fund under this Agreement
at least monthly and from time to time and upon
written request.
(ii) Securities and any cash of the Fund deposited
in the Book-Entry System will
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at all times be segregated from any assets and
cash controlled by PNC Bank in other than a
fiduciary or custodian capacity but may be
commingled with other assets held in such
capacities. PNC Bank and its sub custodian, if
any, will pay out money only upon receipt of
securities and will deliver securities only
upon the receipt of money.
(iii) All books and records maintained by PNC Bank
which relate to the Fund's participation in the
Book-Entry System will at all times during PNC
Bank's regular business hours be open to the
inspection of the Fund's duly authorized
employees or agents, and the Fund will be
furnished with all information in respect of
the services rendered to it as it may require.
(iv) PNC Bank will provide the Fund with copies of
any report obtained by PNC Bank on the system
of internal accounting control of the
Book-Entry System promptly after receipt of
such a report by PNC Bank.
PNC Bank will also provide the Fund with such reports on its own system
of internal control as the Fund may reasonably request from time to time.
(f) Registration Securities. All Securities held for the Fund which
are issued or issuable only in bearer form, except such securities held in the
Book-Entry System, shall be held by PNC Bank in bearer form; all other
securities held for the Fund may be registered in the name of the Fund; PNC
Bank; the Book- Entry System; a sub custodian; or any duly appointed nominee(s)
of the Fund, PNC Bank, the Book-Entry System or any sub custodian. The Fund
reserves the right to instruct PNC Bank as to the method of registration and
safekeeping of the securities
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of the Fund. The Fund agrees to furnish to PNC Bank appropriate instruments to
enable PNC Bank to hold or deliver in proper form for transfer, or to register
in the name of its registered nominee or the Book-Entry System, any securities
which it may hold for the account of the Fund and which may from time to time be
registered in the name of the Fund. PNC Bank shall hold all such securities
which are not held in the Book-Entry System in a separate account for each
portfolio of the Fund in the name of the applicable portfolio of the Fund
physically segregated at all times from those of any other person or persons.
(g) Voting an Other Action. Neither PNC Bank nor its nominee shall
vote any of the securities held pursuant to this Agreement by or for the account
of a portfolio of the Fund, except in accordance with Written Instructions. PNC
Bank, directly or through the use of the Book-Entry System, shall execute in
blank and promptly deliver all notices, proxies, and proxy soliciting materials
to the registered holder of such securities. If the registered holder is not a
portfolio of the Fund then Written or Oral Instructions must designate the
person(s) who owns such securities.
(h) Transactions Not Requiring Instructions. In the absence of
contrary Written Instructions, PNC Bank is authorized to take the following
actions:
(i) Collection of Income and Other Payments.
(A) collect and receive for the account of each
portfolio of the Fund, all income, dividends,
distributions,
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coupons, option premiums, other payments and
similar items, included or to be included in
the Property, and, in addition, promptly advise
the Fund of such receipt and credit such
income, as collected, to the applicable
portfolios custodian account;
(B) endorse and deposit for collection, in the name
of the applicable portfolio of the Fund,
checks, drafts, or other orders for the payment
of money on the same day as received;
(C) receive and hold for the account of each
portfolio of the Fund all securities received
as a distribution on the portfolio securities
as a result of a stock dividend, share split-up
or reorganization, recapitalization,
readjustment or other rearrangement or
distribution of rights or similar securities
issued with respect to any portfolio securities
belonging to the portfolio held by PNC Bank
hereunder;
(D) present for payment and collect the amount
payable upon all securities which may mature or
be called, redeemed, or retired, or otherwise
become payable on the date such securities
become payable; and
(E) take any action which may be necessary and
proper in connection with the collection and
receipt of such income and other payments and
the endorsement for collection of checks,
drafts, and other negotiable instruments.
(ii) Miscellaneous Transactions.
(A) PNC Bank is authorized to deliver or cause to
be delivered Property against payment or other
consideration or written receipt therefor in
the following cases:
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(1) for examination by a broker or dealer
selling for the account of a portfolio of
the Fund in accordance with street delivery
custom;
(2) for the exchange of interim receipts or
temporary securities for definitive
securities; and
(3) for transfer of securities into the name of
a portfolio of the Fund or PNC Bank or
nominee of either, or for exchange of
securities for a different number of bonds,
certificates, or other evidence,
representing the same aggregate face amount
or number of units bearing the same
interest rate, maturity date and call
provisions, if any; provided that, in any
such case, the new securities are to be
delivered to PNC Bank.
(B) Unless and until PNC Bank receives Oral or
Written Instructions to the contrary, PNC Bank
shall:
(1) pay all income items held by it which call
for payment upon presentation and hold the
cash received by it upon such payment for
the account of the applicable portfolio of
the Fund;
(2) collect interest and cash dividends
received, with notice to the Fund, to the
account of the applicable portfolio of the
Fund;
(3) hold for the account of the applicable
portfolio of the Fund all stock dividends,
rights and similar securities issued with
respect to any
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securities held by PNC Bank; and
(4) execute as agent on behalf of the
applicable portfolio of the Fund all
necessary ownership certificates required
by the Internal Revenue Code or the Income
Tax Regulations of the United States
Treasury Department or under the laws of
any State now or hereafter in effect,
inserting the portfolio's name on such
certificate as the owner of the securities
covered thereby, to the extent it may
lawfully do so.
(i) Segregated Accounts.
(i) PNC Bank shall upon receipt of Written or Oral
Instructions establish and maintain a
segregated accounts(s) on its records for and
on behalf of each portfolio of the Fund. Such
account(s) may be used to transfer cash and
securities, including securities in the
Book-Entry System:
(A) for the purposes of compliance by the Fund
with the procedures required by a
securities or option exchange, providing
such procedures comply with the 1940 Act
and any regulations of the SEC relating to
the maintenance of segregated accounts by
registered investment companies; and
(B) Upon receipt of Written Instructions, for
other proper corporate purposes.
(ii) PNC Bank shall arrange for the establishment of
XXX custodian accounts for such shareholders
holding shares through XXX accounts, in
accordance with the Prospectus, the Internal
Revenue Code (including regulations), and with
such other procedures as are mutually agreed
upon from time to time
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by and among the Fund, PNC Bank and the Fund's
transfer agent.
(iii) PNC Bank may enter into separate custodial
agreements with various futures commission
merchants ("FCMs") that the Fund uses (each an
"FCM Agreement"), pursuant to which the Fund's
margin deposits in any transactions involving
futures contracts and options on futures
contracts will be held by PNC Bank in accounts
(each an "FCM Account") subject to the
disposition by the FCM involved in such
contracts in accordance with the customer
contact between FCM and the Fund ("FCM
Contract"), SEC rules governing such segregated
accounts, CFTC rules and the rules of the
applicable commodities exchange. Such FCM
Agreements shall only be entered into upon
receipt of Written Instructions from the Fund
which state that (i) a customer agreement
between the FCM and the Fund has been entered
into; and (ii) the Fund is in compliance with
all the rules and regulations of the CFTC.
Except as otherwise determined by the Governing
Board, transfers of initial margin shall be
made into an FCM Account only upon Written
Instructions; transfers of premium and
variation margin may be made into an FCM
Account pursuant to Oral Instructions.
Transfers of funds from an FCM Account to the
FCM for which PNC Bank holds such an account
may only occur upon certification by the FCM to
PNC Bank that pursuant to the FCM Agreement and
the FCM Contract, all conditions precedent to
its right to give PNC Bank such instruction
have been satisfied.
(j) Purchases of Securities. PNC Bank shall settle purchased
securities upon receipt of Oral or Written Instructions that specify:
(i) the name of the issuer and the title of the
securities, including CUSIP number if applicable;
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(ii) the number of shares or the principal amount
purchased and accrued interest, if any;
(iii) the date of purchase and settlement;
(iv) the purchase price per unit;
(v) the total amount payable upon such purchase;
(vi) the name of the person from whom or the broker
through whom the purchase was made; and
(vii) the portfolio of the Fund to which such purchase
applies. PNC Bank shall upon receipt of securities
purchased by or for a portfolio of the Fund pay out
of the moneys held for the account of such
portfolio the total amount payable to the person
from whom or the broker through whom the purchase
was made, provided that the same conforms to the
total amount payable as set forth in such Oral or
Written Instructions.
(k) Sales of Securities. PNC Bank shall sell securities upon receipt
of Oral Instructions from the Fund that specify:
(i) the name of the issuer and the title of the
security, including CUSIP number if applicable;
(ii) the number of shares or principal amount sold, and
accrued interest, if any;
(iii) the date of trade, settlement and sale;
(iv) the sale price per unit;
(v) the total amount payable to the Fund upon such
sale;
(vi) the name of the broker through whom or the person
to whom the sale was made;
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(vii) the location to which the security must be
delivered and delivery deadline, if any; and
(viii) the portfolio of the Fund to which such sale
applies.
PNC Bank shall deliver the securities upon receipt of the total amount
payable to the Fund upon such sale, provided that the total amount payable is
the same as was set forth in the Oral or Written Instructions. Subject to the
foregoing, PNC Bank may accept payment in such form as shall be satisfactory to
it, and may deliver securities and arrange for payment in accordance with the
customs prevailing among dealers in securities.
(l) Reports.
(i) PNC Bank shall furnish the Fund the following
reports:
(A) such periodic and special reports as the
Fund may reasonably request;
(B) a monthly statement summarizing all
transactions and entries for the account of
each portfolio of the Fund, listing the
portfolio securities belonging to each
portfolio of the Fund with the adjusted
average cost of each issue and the market
value at the end of such month, and stating
the cash account of each portfolio of the
Fund including disbursement;
(C) the reports to be furnished to the Fund
pursuant to Rule 17f-4; and
(D) such other information as may be agreed
upon from time to time between the Fund and
PNC Bank.
(ii) PNC Bank shall transmit promptly to the Fund any
proxy statement, proxy material, notice of a call
or conversion or similar communication received by
it
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24
as custodian of the Property. PNC Bank shall be
under no other obligation to inform the Fund as to
such actions or events.
(m) Collections. All collections of monies or other property in
respect, or which are to become part, of the Property (but not the safekeeping
thereof upon receipt by PNC Bank) shall be at the sole risk of the Fund. If
payment is not received by PNC Bank within a reasonable time after proper
demands have been made, PNC Bank shall notify the Fund in writing, including
copies of all demand letters, any written responses, memoranda of all oral
responses and to telephonic demands thereto, and await instructions from the
Fund. PNC Bank shall not be obliged to take legal action for collection unless
and until reasonably indemnified to its satisfaction. PNC Bank shall also notify
the Fund as soon as reasonably practicable whenever income due on securities is
not collected in due course.
15. Duration and Termination. This Agreement shall continue until
terminated by the Fund or by PNC Bank on one hundred eighty (180) days' prior
written notice to the other party. In the event this Agreement is terminated
(pending appointment of a successor to PNC Bank or vote of the shareholders of
the Fund to dissolve or to function without a custodian of its cash, securities
or other property), PNC Bank shall not deliver cash, securities or other
property of the Fund to the Fund. It may deliver them to a bank or trust company
of PNC Bank's own selection, having an aggregate capital, surplus and undivided
profits, as shown by its last published report, of
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25
not less than twenty million dollars ($20,000,000), as a custodian for the Fund
to be held under terms similar to those of this Agreement. PNC Bank shall not be
required to make any such delivery or payment until full payment shall have been
made to PNC Bank of all of its fees, compensation, costs and expenses.
16. Notices. All notices and other communications, including Written
Instructions, shall be in writing or by confirming telegram, cable, telex or
facsimile sending device. Notice shall be addressed (a) if to PNC Bank at PNC
Bank's address, Airport Business Center, International Court 2, 000 Xxxxxxx
Xxxxx, Xxxxxx, Xxxxxxxxxxxx 00000, marked for the attention of the Custodian
Services Department (or its successor) (b) if to the Fund, at the address of the
Fund at X.X. Xxx 000, Xxxxx Xxxxxx, Xxxxxx Xxxxxxx, Xxxxxxx Xxxxxx, Attention:
President with copies to Xxxxxx X. Xxxxxxx, Esq., Chairman, XxXxxxxxx & Xxxxxxx,
000 Xxxxx Xxxx Xxxxxx, Xxxxx 000, Xxxxxxxx, XX 00000-0000 and to W. Xxxxx
XxXxxxxx, III, Esq., Secretary, Drinker Xxxxxx & Xxxxx, 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 notified to
the sender of any such Notice or other communication. 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 five days after it has been mailed. If
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26
notice is sent by messenger, it shall be deemed to have been given on the day it
is delivered.
17. Amendments. This Agreement, or any term hereof, may be changed or
waived only by a written amendment, signed by the party against whom enforcement
of such change or waiver is sought.
18. Assignment. This Agreement shall extend to and shall be binding
upon the parties hereto, and their respective successors and assigns; provided,
however, that this Agreement shall not be assignable by the Fund without the
written consent of PNC Bank, or by PNC Bank without the written consent of the
Fund, authorized or approved by a resolution of the Fund's Governing Board.
19. 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.
20. Further Actions. Each party agrees to perform such further acts and
execute such further documents as are necessary to effectuate the purposes
hereof.
21. No Limitation. Nothing contained in this Agreement shall be
construed in any way so as to limit any guaranty or obligations of any signing
party, as set forth in the letter agreement dated July 21, 1993 by and among
PFPC, Inc., Bank of America NTSA, Seattle-First National Bank and Concord
Financial Group, Inc.
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27
22. Miscellaneous. 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 and/or Oral Instructions.
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.
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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28
This Agreement shall be deemed to be a contract governed by
Pennsylvania law. 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 and
shall inure to the benefit of the parties hereto and their respective
successors.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their officers designated below on the day and year first above
written.
PNC BANK, NATIONAL ASSOCIATION
By:/s/ Signature Illegible
---------------------------------------
Vice President
MASTER INVESTMENT TRUST, SERIES I
By:/s/ Xxxxxxx Xxxxxxxxx
---------------------------------------
President
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