AMENDED ADMINISTRATION AGREEMENT
THIS AGREEMENT IS MADE AS OF THIS 1ST day of September 1999 (the
"Effective Date"), by and between The Pillar Funds (the "Trust"), a
Massachusetts business trust, and SEI Investments Mutual Fund Services (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"); and
WHEREAS, the Trust desires the Administrator to provide, and the
Administrator is willing to provide shareholder servicing, management and
administrative services to the Trust's U.S. Treasury Securities Money Market,
Prime Obligation Money Market, Tax-Exempt Money Market, Fixed Income, New Jersey
Municipal Securities, Intermediate-Term Government Securities, Equity Growth,
Equity Income, Equity Value, Balanced, Mid Cap, U.S. Treasury Securities Plus
Money Market, Pennsylvania Municipal Securities, International Equity,
Institutional Select Money Market, Equity Index and High Yield Bond Funds and
such other portfolios as the Trust and the Administrator may agree on (the
"Portfolios"), on the terms and conditions hereinafter set forth;
WHEREAS, the parties intend that this Agreement will supercede in its
entirety the Administration Agreement between the parties dated February 28,
1992, as amended from time to time (the "Original Agreement").
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 shareholder servicing, management and administrative
services as set forth below. The Administrator hereby accepts such employment 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, will
investigate, assist in the selection of and conduct relations with transfer
agents, shareholder servicing agents, custodians, depositories, accountants,
underwriters, brokers and dealers, corporate fiduciaries, insurers, banks and
persons in any other capacity deemed to be necessary or desirable for the
Portfolios' operation. 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 or compliance by any investment
adviser or sub-adviser of its responsibilities.
The Administrator shall provide the Trust with regulatory reporting
(including blue sky filings), in-house legal services, perform compliance
testing and monitor compliance (on a secondary basis only) and provide advice to
the investment adviser or sub-adviser on developing compliance procedures, fund
accounting and related portfolio accounting services (including recordkeeping),
all necessary office space, equipment (including back-up facilities in the event
of equipment or systems failure), 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 Trust's current
prospectus.
The Administrator shall calculate the daily net asset value and per
share offering price 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,
including, but not limited to, preparation and mailing of appropriate federal
and state tax forms and returns to the Internal Revenue Service, state agencies,
and Shareholders; calculation of or furnishing information to calculate
dividends and capital gains distributions in conformity with Subchapter M of the
Internal Revenue Code; reviewing submitted sales materials and advertising for
NASD compliance purposes; furnishing information for and mailing the annual and
semi-annual reports of the Trust, Rule 24f-2 notices and Form N-SARs; 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; PREPARING
LISTS OF INSTITUTIONAL SHAREHOLDERS and mailing notices of Shareholders'
meetings, proxies and proxy statements to institutional Shareholders, 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 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 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 outside legal and auditing services, 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 Trust Shares, the costs of custodial services,
the cost of initial and ongoing registration of the Trust's
Shares under federal and state securities laws, pricing
services, 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, all fees and
charges of investment advisers to the Trust. In addition, the
Trust will bear distribution expenses in accordance with the
Trust's Distribution Plans.
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 which are attached hereto and made a part of
this Agreement ("Schedules"). Such compensation shall be
calculated and accrued daily, and paid to the Administrator
monthly.
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 Rule 11a2-2(T) thereunder, and the Trust hereby
consents to the retention of compensation for such
transactions in accordance with Rule 11a2-2(T) (a) (2) (iv).
(C) SURVIVAL OF COMPENSATION RIGHTS. All rights of compensation
under this Agreement for services performed as of the
termination date 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. 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, or by reason of reckless disregard of its obligations and duties
hereunder, except as may otherwise be provided under provisions of applicable
state 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 the Administrator 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 assumes full responsibility and shall
indemnify the Administrator and hold it harmless from and against any and all
actions, suits and claims, whether groundless or otherwise, and from and against
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 said
administration and management relationships to the Trust or any other service
rendered to the Trust hereunder. The indemnity and defense provisions set forth
herein shall indefinitely 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. In order
that the indemnification provision contained herein shall apply, however, it is
understood that if in any case the Trust may be asked to indemnify or hold the
Administrator harmless, the Trust shall be fully and promptly advised of all
pertinent facts concerning the situation in question, and it is further
understood that the Administrator will use all reasonable care to identify and
notify the Trust promptly concerning any situation which presents or appears
likely to present the probability of such a claim for indemnification against
the Trust, but failure to do so in good faith shall not affect the rights
hereunder.
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.
Nor shall the Administrator be held to have notice of any change
of authority of any officers, employees or agents 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 so long as its services hereunder are not hindered
thereby. It is understood that Trustees, officers, employees and Shareholders of
the Trust are or may be or may 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 may become similarly interested in the Trust, and that the
Administrator may be or may become interested in the Trust as a Shareholder or
otherwise.
ARTICLE 7. ANNUAL REVIEW. The Trustees shall review annually the
activities of the Administrator under this Agreement.
ARTICLE 8. DURATION OF THIS AGREEMENT. This Agreement shall remain in
effect for five years after the Effective Date (the "Initial Period"). This
Agreement shall then continue for up to two renewal periods of two years each (a
"Renewal Period") unless either party notifies the other party in writing at
least 90 days prior to the end of the Initial Term or the then current Renewal
Period of its intention to terminate the Agreement as of the end of the Initial
Period or the then current Renewal Period.
In the event of a material breach of this Agreement by either party,
the non-breaching party shall notify the breaching party in writing of such
breach and upon receipt of such notice, the breaching party shall have 45 days
to remedy the breach. In the event such breach is not remedied during such 45
day period, the non-breaching party may then terminate this Agreement
immediately.
This Agreement shall not be assignable by either party without the
written consent of the other party, and neither party will delegate its
responsibilities to any other person without the written approval of the other
party.
ARTICLE 9. AMENDMENTS. This Agreement may be amended by the parties
hereto only if such amendment is specifically approved (i) 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.
ARTICLE 10. YEAR 2000 COMPLIANT. The Administrator warrants that all
software code owned or under control by it, used in the performance of its
obligations hereunder will be Year 2000 Compliant. For purposes of this
paragraph, "Year 2000 Compliant" means that the software will continue to
operate beyond December 31, 1999 without creating any logical or mathematical
inconsistencies concerning any date after December 31, 1999 and without
decreasing the functionality of the system applicable to dates prior to January
1, 2000 including,
but not limited to, making changes to (a) date and data century
recognition; (b) calculations which accommodate same- and multi-century
formulas and date values; and (c) input/output of date values which reflect
century dates. All changes described in this paragraph will be made at no
additional cost to the Trust.
ARTICLE 11. TRUSTEES' LIABILITY. A copy of the Declaration of Trust of
the Trust is on file with the Secretary of State of the Commonwealth of
Massachusetts, and notice is hereby given that this instrument is executed on
behalf of the Trustees of the Trust as Trustees and not individually and that
the obligations of this instrument are not binding upon any of the Trustees,
officers or Shareholders of the Trust individually, but binding only upon the
assets and property of the Trust.
ARTICLE 12. CERTAIN RECORDS AND CONFIDENTIALITY. 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.
The Administrator agrees on behalf of itself and its directors,
officers, employees, and agents to treat confidentially and as proprietary
information of the Trust all records and other information relative to the Trust
and prior, present or potential Shareholders of the Trust (and clients of said
Shareholders), and not to use such records and information for any purpose other
than performance of its responsibilities and duties hereunder, except after
prior notification to and approval in writing by the Trust, which approval shall
not be unreasonably withheld and may not be withheld where the Administrator may
be exposed to civil or criminal contempt proceedings for failure to comply, when
requested to divulge such information by duly constituted authorities, or when
so requested by the Trust.
ARTICLE 13. DEFINITIONS OF CERTAIN TERMS. The terms "interested
person", "affiliated person", and "assignment" 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 14. NOTICE. Any notice required or permitted to be given by
either party to the other shall be deemed sufficient if sent by registered or
certified mail, postage prepaid, addressed by the party giving notice to the
other party at the last address furnished by the other party to the party giving
notice: if to the Trust, at 000 Xxxx Xxxxxxxxxx Xxxx, Xxxxx, XX, with a copy to
Summit Bank, 000 Xxxx Xxxxxx, Xxxxxxxxxx, XX, attention: Xxxxxxx X. Xxxxxxxxx,
and if to the Administrator at 000 Xxxx Xxxxxxxxxx Xxxx, Xxxxx, XX.
ARTICLE 15. GOVERNING LAW. This Agreement shall be construed in
accordance with the laws of the Commonwealth of Massachusetts and the applicable
provisions of the 1940 Act. To the extent that the applicable laws of the
Commonwealth of Massachusetts or any of the provisions herein, conflict with the
applicable provisions of the 1940 Act, the latter shall control.
ARTICLE 16. 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 17. TERMINATION OF ORIGINAL AGREEMENT. This Agreement
supercedes the Original Agreement in its entirety and as of the Effective Date
the Original Agreement is terminated and without further legal effect; provided,
however, the provisions of the Original Agreement that expressly provide that
they survive a termination of the Original Agreement shall so survive such
termination.
IN WITNESS WHEREOF, the parties hereto have executed and delivered this
Agreement as of the day and year first above written.
THE PILLAR FUNDS
By: Xxxxx X. Xxxxxxxx
Title: VP & Asst Secy
SEI INVESTMENTS MUTUAL FUND SERVICES
By: MA Xxxxxxx
Title: SVP
