SUB-ADMINISTRATION AGREEMENT
AGREEMENT made this 10th day of January, 2001, between SEI Investments
Mutual Funds Services ("SEI"), a Delaware business trust, and having its
principal place of business at Xxxx, XX 00000, and Compass Bank
("Sub-Administrator"), an Alabama state banking corporation, having its main
office at Birmingham, Alabama.
WHEREAS, SEI has entered into an Administration Agreement, dated April
1, 1999, as amended (the "Administration Agreement"), with Expedition Funds
("Expedition"), a Massachusetts business trust having its principal place of
business at Xxxx, XX 00000, concerning the provision of management and
administrative services for the investment portfolios of Expedition identified
on Schedule A hereto, as such Schedule shall be amended from time to time
(individually referred to herein as the "Portfolio" and collectively as the
"Portfolios"); and
WHEREAS, SEI desires to retain the Sub-Administrator to assist it in
performing administrative services with respect to each Portfolio and the
Sub-Administrator is willing to perform such services on the terms and
conditions set forth in this Agreement;
NOW, THEREFORE, in consideration of the mutual premises and covenants
herein set forth, the parties agree as follows:
1. SERVICES AS SUB-ADMINISTRATOR. The Sub-Administrator will assist SEI
in providing administrative services with respect to each Portfolio as may be
reasonably requested by SEI from time to time. Such services may include, but
are in no way limited to, such clerical, bookkeeping, accounting, stenographic,
and administrative services, which will enable SEI to more efficiently, perform
its obligations under the Administration Agreement. Specific assignments may
include:
(i) With regard to the investment adviser to Expedition, and at the
direction of SEI, to:
a. advise with regard to various compliance requirements
including but not limited to the performance of
credit analysis as required by Rule 2a-7 under the
Investment Company Act of 1940, as amended (the "1940
Act");
b. assist in the preparation of Trustees' compliance
reports;
c. assist in the resolution of other technical issues of
a non-compliance nature; and
d. serve as on-site liaison;
(ii) Gathering of information deemed necessary by SEI to support (a)
required state regulatory filings (including filings required to be
made with tax, blue sky and bank agencies) and (b) required federal
regulatory filings;
(iii) Preparation of statistical and research data;
(iv) Assistance in the preparation of Expedition's Annual and
Semi-Annual Reports to Shareholders; and
(v) Assistance in the gathering of data from the investment advisor to
Expedition for inclusion in SEI's periodic reports to the Trustees.
The Sub-Administrator will keep and maintain all books and records relating to
its services in accordance with Rule 31a-1 under the 1940 Act.
2. COMPENSATION; REIMBURSEMENT OF EXPENSES. SEI shall pay the
Sub-Administrator for the services to be provided by the Sub-Administrator under
this Agreement in accordance with, and in the manner set forth in, Schedule A
hereto.
3. EFFECTIVE DATE. This Agreement shall become effective with respect
to a Portfolio as of the date first written above (or, if a particular Portfolio
is not in existence on that date, on the date specified in the amendment to
Schedule A to this Agreement relating to such Portfolio or, if no date is
specified, the date on which such amendment is executed) (the "Effective Date").
4. TERM. This Agreement shall be effective with respect to a Portfolio,
unless earlier terminated by either party hereto as provided hereunder, until
the lst day of January, 2002, and thereafter shall be renewed automatically for
successive one-year term unless written notice not to renew is given by the
non-renewing party to the other party at least 60 days prior to the expiration
of the then-current term; provided, however, that after such termination for so
long as the Sub-Administrator, with the written consent of SEI, in fact
continues to perform any one or more of the services contemplated by this
Agreement or any schedule or exhibit hereto, the provisions of this Agreement,
including without limitation the provisions dealing with indemnification, shall
continue in full force and effect, and further provided however, that this
agreement shall terminate in any event upon the termination of the
Administration Agreement. Either party to this Agreement may terminate such
Agreement prior to the expiration of the initial term set forth above by
providing the other party with written notice of such termination at least 60
days prior to the date upon which such termination shall become effective.
Compensation due the Sub-Administrator and unpaid by SEI upon such termination
shall be immediately due and payable upon and notwithstanding such termination.
The Sub-Administrator shall be entitled to collect from SEI, in addition to the
compensation described under paragraph 2 hereof, the amount of all the
Sub-Administrator's cash disbursements for services in connection with the
Sub-Administrator's activities in effecting such termination, including without
limitation, the delivery to SEI, Expedition, and/or their respective designees
of Expedition's property, records, instruments and documents, or any copies
thereof. Subsequent to such termination for a reasonable fee to be paid by SEI,
the Sub-Administrator will provide SEI and/or Expedition with reasonable access
to any Expedition documents or records remaining in its possession.
5. STANDARD OF CARE; RELIANCE ON RECORDS AND INSTRUCTIONS;
INDEMNIFICATION. The Sub-Administrator shall use its best efforts to insure the
accuracy of all services performed under this Agreement, but shall not be liable
to SEI or Expedition for any action taken or omitted by the Sub-Administrator in
the absence of bad faith, willful misfeasance, negligence or from reckless
disregard by it of its obligations and duties. SEI agrees to indemnify and hold
harmless the Sub-Administrator, its employees, agents, directors, officers and
nominees from and against any and all claims, demands, actions and suits,
whether groundless or otherwise, and from and against any and all judgments,
liabilities, losses, damages, costs, charges, counsel fees and other expenses of
every nature and character arising out of or in any way relating to the
Sub-Administrator's actions taken or nonactions with respect to the performance
of services under this Agreement with respect to a Portfolio or based, if
applicable, upon reasonable reliance on information, records, instructions or
requests with respect to such Portfolio given or made to the Sub-Administrator
by a duly authorized representative of SEI; provided that this indemnification
shall not apply to actions or omissions of the Sub-Administrator in cases of its
own bad faith, willful misfeasance, negligence or from reckless disregard by it
of its obligations and duties, and further provided that prior to confessing any
claim against it which may be the subject of this indemnification, the
Sub-Administrator shall give SEI written notice of and reasonable opportunity to
defend against said claim in its own name or in the name of the
Sub-Administrator.
6. RECORD RETENTION AND CONFIDENTIALITY. The Sub-Administrator shall
maintain customary records in connection with its duties as specified in this
Agreement. Any records which Sub-Administrator maintains under this Agreement
shall be the property of the Trust and will be made available for inspection by
Expedition, SEI or the Securities and Exchange Commission upon request at
reasonable times. The Sub-Administrator also agrees to keep confidential all
books and records and other information relative to Expedition and its
shareholders; except when requested to divulge such information by regulatory
agencies, other duly-constituted authorities or court process.
7. UNCONTROLLABLE EVENTS. The Sub-Administrator assumes no
responsibility hereunder, and shall not be liable, for any damage, loss of data,
delay or any other loss whatsoever caused by events beyond its reasonable
control.
8. RIGHTS OF OWNERSHIP. All computer programs and procedures developed
to perform the services to be provided by the Sub-Administrator under this
Agreement are the property of the Sub-Administrator. All records and other data
except such computer programs and procedures are the exclusive property of
Expedition and all such other records and data will be furnished to SEI and/or
Expedition in appropriate form as soon as practicable after termination of this
Agreement for any reason.
9. RETURN OF RECORDS. The Sub-Administrator may at its option at any
time, and shall promptly upon the demand of SEI and/or Expedition, turn over to
SEI and/or Expedition and cease to retain the Sub-Administrator's files, records
and documents created and maintained by the Sub-Administrator pursuant to this
Agreement which are no longer needed by the Sub-Administrator in the performance
of its services or for its legal protection. If not so turned over to SEI and/or
Expedition, such documents and records will be retained by the Sub-Administrator
for six years from the year of creation. At the end of such six-year period,
such records and documents will be turned over to SEI and/or Expedition unless
Expedition authorizes in writing the destruction of such records and documents.
10. NOTICES. Any notice provided hereunder shall be sufficiently given
when sent by registered or certified mail to SEI at the following address: Xxx
Xxxxxxx Xxxxxx Xxxxx, Xxxx, XX, and to the Sub-Administrator at the following
address: Chief Investment Officer, 0000 Xxxxx Xxxxx, Xxxxxxx, Xxxxx, or at such
other address as either party may from time to time specify in writing to the
other party pursuant to this Section.
11. HEADINGS. Paragraph headings in this Agreement are included for
convenience only and are not to be used to construe or interpret this Agreement.
12. ASSIGNMENT. This Agreement and the rights and duties hereunder
shall not be assignable with respect to a Portfolio by either of the parties
hereto except by the specific written consent of the other party and with the
specific written consent of Expedition.
13. GOVERNING LAW. This Agreement shall be governed by and provisions
shall be construed in accordance with the laws of the Commonwealth of
Massachusetts.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed all as of the day and year first above written.
SEI INVESTMENTS MUTUAL FUNDS SERVICES
By: /S/ XXXXXXX X. XXXXX
Title: VICE PRESIDENT & ASSISTANT SECRETARY
COMPASS BANK
By: /S/ XXX XXXXXX
Title: EXECUTIVE VICE PRESIDENT & CHIEF FINANCIAL OFFICER
Dated: January 10, 2001
SCHEDULE A
TO THE SUB-ADMINISTRATION AGREEMENT
BETWEEN
SEI INVESTMENTS MUTUAL FUNDS SERVICES
AND
COMPASS BANK
NAME OF PORTFOLIO Annual Rate of Compensation
(PERCENTAGE OF AVERAGE DAILY NET ASSETS)
Expedition Money Market Fund 0.2%
Expedition Tax-Free Money Market Fund 0.2%
Expedition Equity Fund 0.2%
Expedition Equity Income Fund 0.2%
Expedition Investment Grade Bond Fund 0.2%
Expedition Tax-Free Investment Grade 0.2%
Bond Fund
