ADMINISTRATION AGREEMENT
XXXXXX XXXXXXXX INVESTMENT TRUST
THIS AGREEMENT is made as of this 29th day of December 1993, by and between
Xxxxxx Xxxxxxxx Investment Trust (the "Trust"), a Delaware business trust, and
SEI Financial Management Corporation (the "Administrator"), a Delaware
corporation.
WHEREAS, the Trust is an open-end management investment company registered
under the Investment Company Act of 1940, as amended (the "1940 Act"),
consisting of several series of shares; and
WHEREAS, the Trust desires the Administrator to provide, and the
Administrator is willing to provide, management and administrative services to
such portfolios of the Trust as the Trust and the Administrator may agree on
(the "Portfolios") and as listed on the schedules attached hereto (the
"Schedules") and made a part of this Agreement, on the terms and conditions
hereinafter set forth;
NOW, THEREFORE, in consideration of the premises and the covenants
hereinafter contained, the Trust and the Administrator hereby agree as follows:
ARTICLE 1. Retention of the Administrator. The Trust hereby retains the
Administrator to act as the administrator of the Portfolios and to furnish the
Portfolios with the management and administrative services set forth below. The
Administrator hereby accepts such employment and agrees to perform the duties
set forth below.
The Administrator shall, for all purposes herein, be deemed to be an
independent contractor and, unless otherwise expressly provided or authorized,
shall have no authority to act for or represent the Trust in any way and shall
not be deemed an agent of the Trust.
ARTICLE 2. Administrative Services. The Administrator shall perform or
supervise the performance by others of administrative services in connection
with the operations of the Portfolios, and, on behalf of the Trust, shall
investigate, assist in the selection of and conduct relations with custodians,
depositories, transfer agents, accountants, underwriters, brokers and dealers,
corporate fiduciaries, insurers, banks and persons in any other capacity deemed
to be necessary or desirable for the Portfolios' operations. The Administrator
shall provide the Trustees of the Trust with such reports regarding investment
performance as they
may reasonably request but shall have no responsibility for supervising the
performance by any investment adviser or sub-adviser of its responsibilities.
The Administrator shall provide the Trust with regulatory reporting, fund
accounting and related portfolio accounting services, all necessary office
space, equipment, personnel compensation and facilities (including facilities
for Shareholders' and Trustees' meetings) for handling the affairs of the
Portfolios and such other services as the Administrator shall, from time to
time, determine to be necessary to perform its obligations under this Agreement.
The Administrator shall make reports to the Trust's Trustees concerning the
performance of its obligations hereunder; furnish advice and recommendations
with respect to other aspects of the business and affairs of the Portfolios as
the Trust and the Administrator shall determine desirable; and shall provide the
Portfolios' Shareholders with the reports described in the Portfolios' then
current prospectuses.
The Administrator shall calculate the daily net asset value of the
Portfolios in accordance with the procedures prescribed in the Trust's
Registration Statement and such other procedures as may be established by the
Trustees of the Trust.
Also, the Administrator will perform other services for the Trust as agreed
from time to time, including, but not limited to, preparation and mailing of
appropriate Federal income tax forms and returns to the Internal Revenue Service
and other appropriate taxing authorities; mailing the annual reports of the
Portfolios; preparing an annual list of Shareholders; furnishing the Trust with
such reports regarding the sale and redemption of Shares as may be required in
order to comply with Federal and state securities law; and mailing notices of
Shareholders' meetings, proxies and proxy statements, for all of which the Trust
will pay the Administrator's out-of-pocket expenses.
ARTICLE 3. Allocation of Charges and Expenses.
(A) The Administrator. The Administrator shall furnish at its own expense
the accounting, administrative, executive, supervisory and clerical personnel
necessary to perform its obligations under this Agreement. The Administrator
shall also provide the items which it is obligated to provide under this
Agreement, and shall pay all compensation, if any, of officers of the Trust as
well as all Trustees of the Trust who are affiliated persons of the
Administrator or any affiliated corporation; provided, however, that unless
otherwise specifically provided, the Administrator shall not be obligated to pay
the compensation
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of any employee of the Trust retained by the Trustees of the Trust to perform
services on behalf of the Trust.
(B) The Trust. The Trust assumes and shall pay or cause to be paid all
other expenses of the Trust not otherwise allocated herein, including, without
limitation, organizational costs, taxes, expenses for legal and auditing
services provided by the Trust's own legal counsel and independent accountants,
the expenses of preparing (including typesetting), printing and mailing reports,
prospectuses, statements of additional information, proxy solicitation material
and notices to existing Shareholders, all expenses incurred in connection with
issuing and redeeming Shares, the costs of custodial services, the cost of
initial and ongoing registration of the Shares under Federal and state
securities laws, fees and out-of-pocket expenses of Trustees who are not
affiliated persons of the Administrator or any affiliated corporation,
insurance, interest, brokerage costs, litigation and other extraordinary or
nonrecurring expenses, and all fees and charges of investment advisers to the
Trust.
ARTICLE 4. Compensation of the Administrator.
(A) Administration Fee. For the services to be rendered, the facilities
furnished and the expenses assumed by the Administrator pursuant to this
Agreement, the Trust shall pay to the Administrator compensation at an annual
rate specified in the Schedules. Such compensation shall be calculated and
accrued daily, and paid to the Administrator monthly. The Trust shall also
reimburse the Administrator for its reasonable out-of-pocket expenses, including
the travel and lodging expenses incurred by officers and employees of the
Administrator in connection with attendance at Board meetings.
If this Agreement becomes effective subsequent to the first day of a month
or terminates before the last day of a month, the Administrator's compensation
for that part of the month in which this Agreement is in effect shall be
prorated in a manner consistent with the calculation of the fees as set forth
above. Payment of the Administrator's compensation for the preceding month shall
be made promptly.
(B) Compensation from Transactions. The Trust hereby authorizes any entity
or person associated with the Administrator which is a member of a national
securities exchange to effect any transaction on the exchange for the account of
the Trust which is permitted by Section 11 (a) of the Securities Exchange Act of
1934 and the Trust hereby consents to the retention of compensation for such
transactions in accordance therewith.
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(C) Survival of Compensation Rates. All rights to compensation under this
Agreement for services performed before the termination of this Agreement shall
survive the termination of this Agreement.
ARTICLE 5. Limitation of Liability of the Administrator.
The duties of the Administrator shall be confined to those expressly set
forth herein, and no implied duties are assumed by or may be asserted against
the Administrator hereunder. Except as otherwise provided herein, the
Administrator shall not be liable for any error of judgment or mistake of law or
for any loss arising out of any investment or for any act or omission in
carrying out its duties hereunder, except a loss resulting from willful
misfeasance, bad faith or gross negligence in the performance of its duties
("Disqualifying Conduct"), or by reason of reckless disregard of its obligations
and duties hereunder, except as may otherwise be provided under provisions of
applicable law which cannot be waived or modified hereby. (As used in this
Article 5, the term "Administrator" shall include directors, officers, employees
and other corporate agents of SEI Financial Management Corporation as well as
that corporation itself.)
So long as the Administrator acts in good faith and with due diligence and
without gross negligence, the Trust shall indemnify the Administrator and hold
it harmless from and against any and all actions, suits and claims (whether
groundless or otherwise) and any and all losses, damages, costs, charges,
reasonable counsel fees and disbursements, payments, expenses and liabilities
(including reasonable investigation expenses) arising directly or indirectly out
of the performance of administration services to the Trust or any other service
rendered to the Trust hereunder; provided however, that in no event will the
foregoing indemnity be deemed to protect the Administrator unless the
Administrator shall have notified the Trust in writing within a reasonable time
after the summons or other first legal process giving information of the nature
of the claim shall have been served upon the Administrator, but failure to
notify the Trust of any such claim shall not relieve the Trust from any
liability that it may have to the Administrator otherwise than on account of the
indemnity provided for in this Article 5. The Trust shall be entitled to
participate, at its own expense, in the defense of any suit brought to enforce
any such liability. The Administrator shall use all reasonable care to identify
and notify the Trust promptly of any situation that presents, or appears likely
to present, the probability of a claim for indemnification by the Administrator
against the Trust hereunder, but failure to do so in good faith shall not affect
the rights provided for herein.
The Administrator shall indemnify the Trust against and hold it harmless
from any and all actions, suits and claims and any and
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all losses, damages, costs, charges, reasonable counsel fees and disbursements,
payments, expenses and liabilities (including reasonable investigation expenses)
arising directly or indirectly out of Disqualifying Conduct on the part of the
Administrator. The notice, defense and reimbursement provisions described in the
preceding paragraph shall also apply to the Administrator's indemnity. The
indemnity and defense provisions set forth herein shall survive the termination
of this Agreement.
The rights hereunder shall include the right to reasonable advances of
defense expenses in the event of any pending or threatened litigation with
respect to which indemnification hereunder may ultimately be merited.
The Administrator may apply to the Trust at any time for instructions and
may consult counsel for the Trust or its own counsel and with accountants and
other experts with respect to any matter arising in connection with the
Administrator's duties, and the Administrator shall not be liable or accountable
for any action taken or omitted by it in good faith in accordance with such
instruction or with the opinion of such counsel, accountants or other experts.
Also, the Administrator shall be protected in acting upon any document
which it reasonably believes to be genuine and to have been signed or presented
by the proper person or persons. The Administrator shall not be held to have
notice of any change of authority of any officers, employee or agent of the
Trust until receipt of written notice thereof from the Trust.
ARTICLE 6. Activities of the Administrator. The services of the
Administrator rendered to the Trust are not to be deemed to be exclusive. The
Administrator is free to render such services to others and to have other
businesses and interests. It is understood that Trustees, officers employees and
Shareholders of the Trust are or may be or become interested in the
Administrator, as directors, officers, employees and shareholders or otherwise
and that directors, officers, employees and shareholders of the Administrator
and its counsel are or may be or become similarly interested in the Trust, and
that the Administrator may be or become interested in the Trust as a Shareholder
or otherwise.
ARTICLE 7. Duration of this Agreement. The Term of this Agreement shall be
as specified in the Schedules.
This Agreement shall not be assignable by either party without the written
consent of the other party.
ARTICLE 8. Amendments. This Agreement may be amended by the parties hereto
only if such amendment is specifically approved (i)
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by the vote of a majority of the Trustees of the Trust, and (ii) by the vote of
a majority of the Trustees of the Trust who are not parties to this Agreement or
interested persons of any such party, cast in person at a Board of Trustees
meeting called for the purpose of voting on such approval.
For special cases, the parties hereto may amend such procedures set forth
herein as may be appropriate under the circumstances, and the Administrator may
conclusively assume that any special procedure which has been approved by the
Trust does not conflict with or violate any requirements of its Agreement and
Declaration of Trust, By-Laws or then current prospectuses, or any rule,
regulation or requirement of any regulatory body.
ARTICLE 9. Certain Records. The Administrator shall maintain customary
records in connection with its duties as specified in this Agreement. Any
records required to be maintained and preserved pursuant to Rules 31a-1 and
31a-2 under the 1940 Act which are prepared or maintained by the Administrator
on behalf of the Trust shall be prepared and maintained at the expense of the
Administrator, but shall be the property of the Trust and will be made available
to or surrendered promptly to the Trust on request.
In case of any request or demand for the inspection of such records by
another party, the Administrator shall notify the Trust and follow the Trust's
instructions as to permitting or refusing such inspection; provided that the
Administrator may exhibit such records to any person in any case where it is
advised by its counsel that it may be held liable for failure to do so, unless
(in cases involving potential exposure only to civil liability) the Trust has
agreed to indemnify the Administrator against such liability.
ARTICLE 10. Definitions of Certain Terms. The terms "interested person" and
"affiliated person,' when used in this Agreement, shall have the respective
meanings specified in the 1940 Act and the rules and regulations thereunder,
subject to such exemptions as may be granted by the Securities and Exchange
Commission.
ARTICLE 11. Notice. Any notice required or permitted to be given hereunder
shall be deemed given when sent by registered or certified mail, postage
pre-paid, addressed to the party to whom the notice is being given at such
party's address set forth below, or at the last address furnished in writing by
such party to the other party.
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If to the Trust, at:
Xxxxxx Xxxxxxxx Investment Trust
000 Xxxxx Xxxxxx
Xxx Xxxx, XX 00000
Attention: Xxxxx X. Xxxxxxx
With a copy to:
Xxxx and Xxxx
00 Xxxxx Xxxxxx
Xxxxxx, XX 00000
Attention: Xxxxxx X. Xxxxx
If to the Administrator, at:
SEI Financial Management Corporation
000 Xxxx Xxxxxxxxxx Xxxx
Xxxxx, XX 00000
Attention: General Counsel
ARTICLE 12. Governing Law. This Agreement shall be construed in accordance
with the laws of the state of Delaware and the applicable provisions of the 1940
Act. To the extent that the applicable laws of the state of Delaware, or any of
the provisions herein, conflict with the applicable provisions of the 1940 Act,
the latter shall control.
ARTICLE 13. Multiple Originals. This Agreement may be executed in two or
more counterparts, each of which when so executed shall be deemed to be an
original, but such counterparts shall together constitute but one and the same
instrument.
ARTICLE 14. Limitation of Liability. The Trust and the Administrator agree
that the obligations of the Trust under this Agreement will not be binding upon
any of the Trustees of the Trust, shareholders of the Trust, nominees, officers,
employees or agents, whether past, present or future, of the Trust,
individually, but are binding only upon the assets and property of the Trust, as
provided in the Agreement and Declaration of Trust of the Trust, as amended from
time to time. The execution and delivery of the Agreement has been authorized by
the Trustees of the Trust, and this Agreement has been signed by an authorized
officer of the Trust, acting as such, and neither the authorization by Trustees
nor the execution and delivery by the officer will be deemed to have been made
by any of them or any Shareholder of the Trust personally, but will bind only
the property of the Trust as provided in the Agreement and Declaration of Trust
of the Trust. No Portfolio of the Trust will be liable for any claims against,
or claims arising with respect to, any other Portfolio of the Trust
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IN WITNESS WHEREOF, the parties hereto have executed and delivered this
Agreement as of the day and year first above written.
XXXXXX XXXXXXXX INVESTMENT TRUST
By: /s/ Xxxxx X. Xxxxxxx
--------------------
Attest: /s/ Xxxx X. Xxxxxx
------------------
SEI FINANCIAL MANAGEMENT CORPORATION
By: /s/ Xxxxx Xxxxxx
----------------
Attest: /s/ Xxxx Xxxx Xxxxxxx
---------------------
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SCHEDULE DATED DECEMBER 29,1993
TO THE ADMINISTRATION AGREEMENT
DATED DECEMBER 29,1993
BETWEEN
XXXXXX XXXXXXXX INVESTMENT TRUST
THE ADVISORS' INNER CIRCLE FUND
ON BEHALF OF XXXXXX XXXXXXXX FIXED INCOME FUND
AND XXXXXX XXXXXXXX MUNICIPAL BOND FUND
AND SEI FINANCIAL MANAGEMENT CORPORATION
Fees:
Pursuant to Article 4, Section A and subject to the minimum fees
described below, for its services to the currently existing series of
Xxxxxx Xxxxxxxx Investment Trust and Xxxxxx Xxxxxxxx Fixed Income Fund
and Xxxxxx Xxxxxxxx Municipal Bond Fund, each a series of the Advisors'
Inner Circle Fund (each of such thirteen series, a "Fund"), under the
above noted Agreements, the Administrator is entitled to an aggregate
fee from such Funds, which fee shall be calculated and allocated (as
described below) daily and paid monthly, at an annual rate of (i) 0.15%
of the aggregate net assets of the Funds up to $300 million, (ii) 0.12%
of the aggregate net assets of the Funds above $300 million and up to
$500 million, (iii) 0.10% of the aggregate net assets of the Funds
above $500 million and up to $1 billion, and (iv) 0.08% of the
aggregate net assets of the Funds above $ 1 billion. The aggregate fee
shall be allocated among the Funds so that the portion thereof payable
by each Fund bears the same proportion to such Fund's net assets as the
portion of such aggregate fee payable by each other Fund bears to its
respective net assets; provided, that in no event shall the fee paid by
a Fund fall below the following applicable minimum annual
administrative fee (calculated and accrued on a daily basis): $75,000
for each of Xxxxxx Xxxxxxxx International Equity Fund, Xxxxxx Xxxxxxxx
European Equity Fund, Xxxxxx Xxxxxxxx Pacific Basin Equity Fund, Xxxxxx
Xxxxxxxx Global Equity Fund, Xxxxxx Xxxxxxxx Global Fixed Income Fund
and Xxxxxx Xxxxxxxx International Fixed Income Fund; $100,000 for each
of Xxxxxx Xxxxxxxx International Small Cap Equity Fund, Xxxxxx Xxxxxxxx
Japanese Small Cap Equity Fund, Xxxxxx Xxxxxxxx European Small Cap
Equity Fund, Xxxxxx Xxxxxxxx Emerging Markets Equity Fund and Xxxxxx
Xxxxxxxx Emerging Markets Fixed Income Fund; and $50,000 for each of
Xxxxxx Xxxxxxxx Fixed Income Fund and Xxxxxx Xxxxxxxx Municipal Bond
Fund. The minimum administrative fees for all Funds other than Xxxxxx
Xxxxxxxx Fixed Income Fund and Xxxxxx Xxxxxxxx Municipal Bond Fund
shall be phased in over one year so that the minimum fee shall be (i)
25% of the above
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minimums for the first four months of a Fund's operations, (ii) 50% of
the above minimums for the next four months, (iii) 75% of the above
minimums for the next four months and (iv) 100% of the above minimums
thereafter.
Term:
Pursuant to Article 9 of the above noted Agreement between Xxxxxx
Xxxxxxxx Investment Trust and SEI Financial Management Corporation, the
term of such Agreement shall commence on December 29, 1993 and shall
remain in effect until October 31, 1996 (the "Initial Term") and on an
annual basis thereafter; unless terminated by either party on not less
than ninety days' prior written notice prior to the last day of the
Initial Term or any annual renewal term. In the event of a material
breach of such agreement by either party, the non-breaching party may
terminate the agreement immediately upon the delivery of written notice
by the non-breaching party of such breach and termination to the
breaching party.
Accepted and Agreed to:
Xxxxxx Xxxxxxxx Investment Trust
By: /s/ Xxxxx X. Xxxxxxx
----------------------------
SEI Financial Management Corporation
By: /s/ Xxxxx Xxxxxx
----------------------------
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SCHEDULE DATED DECEMBER 28, 1994
TO THE ADMINISTRATION AGREEMENT
DATED DECEMBER 29, 1993
BETWEEN
XXXXXX XXXXXXXX INVESTMENT TRUST
AND
SEI FINANCIAL MANAGEMENT CORPORATION
Fees: Pursuant to Article 4, Section A and subject to the minimum fees
described below, the Trust shall pay the Administrator a fee as
compensation for services rendered to the Xxxxxx Xxxxxxxx International
Equity Fund, Xxxxxx Xxxxxxxx European Equity Fund, Xxxxxx Xxxxxxxx
Pacific Basin Equity Fund, Xxxxxx Xxxxxxxx Global Equity Fund, Xxxxxx
Xxxxxxxx Global Fixed Income Fund, Xxxxxx Xxxxxxxx International Fixed
Income Fund, Xxxxxx Xxxxxxxx International Small Cap Equity Fund,
Xxxxxx Xxxxxxxx Japanese Small Cap Equity Fund, Xxxxxx Xxxxxxxx
European Small Cap Equity Fund, Xxxxxx Xxxxxxxx Emerging Markets Equity
Fund, Xxxxxx Xxxxxxxx Emerging Markets Fixed Income Fund, Xxxxxx
Xxxxxxxx Fixed Income Fund, Xxxxxx Xxxxxxxx Municipal Bond Fund, Xxxxxx
Xxxxxxxx Large Cap Growth Fund, Xxxxxx Xxxxxxxx Smaller Companies Fund,
Xxxxxx Xxxxxxxx Short-Term Fixed Income Fund, Xxxxxx Xxxxxxxx
Short-Term Municipal Bond Fund (the "Funds"). Such fee shall be
calculated and allocated (as described below) daily and paid monthly,
at an annual rate of (i) 0.15% of the aggregate net assets of the Funds
up to $300 million, (i) 0.12% of the aggregate net assets of the Funds
above $300 million and up to $500 million, (iii) 0.10% of the aggregate
net assets of the Funds above $500 million and up to $1 billion, and
(iv) .08% of the aggregate net assets of the Funds above $1 billion.
The aggregate fee shall be allocated among the Funds so that the
portion thereof payable by each Fund bears the same proportion to such
Fund's net assets as the portion of such aggregate fee payable by each
other Fund bears to its respective net assets; provided that in no
event shall the fee paid by a Fund fall below the following applicable
minimum annual administrative fee (calculated and accrued on a daily
basis): $50,000 for each of the Xxxxxx Xxxxxxxx Large Cap Growth Fund,
Xxxxxx Xxxxxxxx Smaller Companies Fund, Xxxxxx Xxxxxxxx Short-Term
Fixed Income Fund, Xxxxxx Xxxxxxxx Short-Term Municipal Bond Fund,
Xxxxxx Xxxxxxxx Fixed Income Fund and Xxxxxx Xxxxxxxx Municipal Bond
Fund; $75,000 for each of Xxxxxx Xxxxxxxx International Equity Fund,
Xxxxxx Xxxxxxxx European Equity Fund, Xxxxxx Xxxxxxxx Pacific Basin
Equity Fund,
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Xxxxxx Xxxxxxxx Global Equity Fund, Xxxxxx Xxxxxxxx Global Fixed Income
Fund and Xxxxxx Xxxxxxxx International Fixed Income Fund; and $100,000
for each of the Xxxxxx Xxxxxxxx International Small Cap Equity Fund,
Xxxxxx Xxxxxxxx Japanese Small Cap Equity Fund, Xxxxxx Xxxxxxxx
European Small Cap Equity Fund, Xxxxxx Xxxxxxxx Emerging Markets Equity
Fund and Xxxxxx Xxxxxxxx Emerging Markets Fixed Income Fund. The
minimum administrative fee for all Funds shall be phased in over one
year so that the minimum fee shall be (i) 25% of the above minimums for
the first four months of a Fund's operations, (ii) 50% of the above
minimums for the next four months, (iii) 75% of the above minimums for
the next four months, and (iv) 100% of the above minimums thereafter.
Term: Pursuant to Article 9, the term of this Agreement shall commence on
December 29, 1993 and shall remain in effect until October 31,1996 (the
"Initial Term") and on an annual basis thereafter; unless terminated by
either party on not less than ninety days' prior written notice prior
to the last day of the Initial Term or any annual renewal term. In the
event of a material breach of such agreement by either party, the non-
breaching party may terminate the agreement immediately upon the
delivery of written notice by the non-breaching party of such breach
and termination to the breaching party.
Accepted and Agreed to:
Xxxxxx Xxxxxxxx Investment Trust
By: /s/ Xxxx X. Xxxxxx
----------------------------
SEI Financial Management Corporation
By: /s/ Xxxxx Xxxxxx
----------------------------
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