ADMINISTRATION AGREEMENT
THIS AGREEMENT is made as of this 24th day of January, 2001, by and
between MDL Funds, a Massachusetts business trust, (the "Trust"), and SEI
Investments Mutual Funds Services (the "Administrator"), a Delaware business
trust.
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 portfolios ("Portfolios"), each of which may
consist of one or more classes of shares of beneficial interest ("Shares"); and
WHEREAS, the Trust desires the Administrator to provide, and the
Administrator is willing to provide, administrative and accounting services to
such Portfolios of the Trust as listed on Schedule A attached hereto ("Schedule
A"), and made a part of this Agreement, on the terms and conditions hereinafter
set forth herein;
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 accounting and administrative services as set forth in Article 2
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.
ARTICLE 2. Administrative and Accounting Services. The Administrator
shall perform or supervise the performance by others of accounting and
administrative services in connection with the operations of the Portfolios. The
Administrator shall provide the Trustees of the Trust with such reports
regarding investment performance and compliance with investment policies and
applicable laws, rules and regulations as they may reasonably request but shall
have no responsibility for supervising the performance of any investment adviser
or sub-adviser, including any investment but not limited to any such adviser's
or sub-adviser's compliance with applicable investment policies and applicable
laws, rules and regulations governing investments of the Portfolios. The
Administrator may sub-contract with third parties to perform certain of the
services to be performed by the Administrator hereunder; provided, however, that
the Administrator shall remain principally responsible to the Trust for the acts
and omissions of such other entities.
The Administrator shall provide the Trust with administrative services,
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 Trustees may, from time
to time, reasonably request and the Administrator shall, from time to time,
reasonably determine to be necessary to perform its obligations under this
Agreement. In addition, as reasonably requested
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by the Trust's Board of Trustees (the "Trustees"), the Administrator shall make
reports to the Trustees concerning the performance of its obligations hereunder.
Without limiting the generality of the foregoing, with respect to each
Portfolio, the Administrator shall:
(A) calculate contractual expenses and control all disbursements and, as
appropriate, compute the yields, total return, expense ratios,
portfolio turnover rate and, if required, portfolio average
dollar-weighed maturity;
(B) coordinate with Trust counsel in connection with the preparation of
prospectuses, statements of additional information, registration
statements, and proxy materials;
(C) prepare such reports, applications and documents (including reports
regarding the sale and redemption of Shares as may be required in
order to comply with Federal and state securities law) as may be
necessary or desirable to register the Shares with state securities
authorities, monitor sale of Shares for compliance with state
securities laws, and file with the appropriate state securities
authorities the registration statements and reports for the Trust
and the Shares and all amendments thereto, as may be necessary or
convenient to register and keep effective the Trust and Shares with
state securities authorities to enable the Trust to make a
continuous offering of its Shares;
(D) assist with the development and preparation of communications to
shareholders, including the annual reports to shareholders,
coordinate mailing prospectuses, notices, proxy statements, proxies
and other reports to shareholders, and supervise and facilitate the
solicitation of proxies solicited by the Trust for all shareholder
meetings, including tabulation process for shareholder meetings;
(E) coordinate with Trust counsel the preparation and, where
appropriate, negotiation of contracts on behalf of the Trust with,
among others, the Trust's transfer agent, investment adviser,
sub-adviser, distributor, independent accountants, and custodian;
(F) maintain the general ledger and prepare the financial statements,
including expense accruals and payments, determine the net asset
value of the assets and of the Shares;
(G) calculate performance data for dissemination to information services
covering the investment company industry;
(H) coordinate and supervise the preparation and filing of tax returns;
(I) coordinate the Trust's board of director's schedule and agenda and
Fund's designated agent's production of board meeting materials
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(J) assist with the layout and printing of publicly disseminated
prospectuses and assist with and coordinate layout and printing of
semi-annual and annual reports to shareholders;
(K) assist with the ongoing design, development, and operation of the
Trust, including new portfolio and class investment objectives,
policies and structure;
(L) provide individuals acceptable to the Trustees for nomination,
appointment, or election as officers of the Trust, who will be
responsible for the management of certain of the Trust's affairs as
determined by the Trustees;
(M) obtain and keep in effect fidelity bonds and directors and
officers/errors and omissions liability insurance policies for the
Trust in accordance with the requirements of Rule 17g-1 and
paragraph (d)(7) of Rule 17d-1 under the 1940 Act as such bonds and
policies are approved by the Trust's Board of Trustees;
(N) monitor on a secondary basis the regulated investment company status
of the Trust and its Portfolios under the Internal Revenue Code of
1986, as amended;
(O) prepare and file with the SEC the semi-annual report for the Trust
on Form N-SAR and all required notices pursuant to Rule 24f-2; and
(P) complete secondary portfolio compliance monitoring and reporting on
a trade date plus two (2) day basis.
Also, the Administrator will perform other services for the Trust as agreed from
time to time, including, but not limited to internal audit examinations; mailing
the semi-annual and annual reports of the Portfolios; preparing an annual list
of shareholders; and mailing notices of shareholders' meetings, proxies and
proxy statements, for all of which the Trust will pay the Administrator's
reasonable out-of-pocket expenses.
In meeting its duties hereunder, Administrator shall have the general authority
to do all acts deemed in the Administrator's good faith belief to be necessary
and proper to perform its obligations under this Agreement.
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 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 of the Administrator; 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.
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(B) Trust Expenses. The Trust assumes and shall pay or cause to be paid
all other expenses of the Trust not otherwise allocated in this Agreement,
including, without limitation, organizational costs, taxes, expenses for 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 Shares, the costs
of pricing services, 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 the investment adviser to the Trust or any affiliated
corporation of the Administrator or the investment adviser, the costs of
Trustees' meetings, insurance, interest, brokerage costs, litigation and other
extraordinary or nonrecurring expenses, and all fees and charges of service
providers to the Trust. The Trust shall also reimburse the Administrator for its
reasonable out-of-pocket expenses, including the travel and lodging expenses
incurred by its officers and employees in connection with attendance at meetings
of the Trust's Board of Trustees, all reasonable charges for SAS 70 audit
charges, and all reasonable charges for copying, postage, telephone, fax,
telecommunication and computer lines incurred by the Administrator in the
performance of its duties.
ARTICLE 4. Compensation of the Administrator. 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 Schedule A to this Agreement. 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.
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 or responsibilities 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 or responsibilities hereunder,
except a loss resulting from willful misfeasance, bad faith or gross negligence
in the performance of its duties (As used in this Article 5, the term
"Administrator" shall include directors, officers, employees and other agents of
the Administrator as well as that entity itself.) Under no circumstances shall
the Administrator be liable to the Trust for consequential, indirect or punitive
damages.
So long as the Administrator, or its agents, acts without willful
misfeasance, bad faith or gross negligence in the performance of its duties, 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 administration, accounting, and dividend
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disbursing relationships to the Trust under this Agreement 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 indemnification 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 provisions 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 shall not
affect the rights hereunder. In no event and under no circumstances shall either
party to this Agreement be liable to anyone, including, without limitation, the
other party, for consequential or special damages for any act or failure to act
under any provision of this Agreement if advised of the possibility thereof.
The Trust shall be entitled to participate at its own expense or, if it
so elects, to assume the defense of any suit brought to enforce any claims
subject to this indemnity provision. If the Trust elects to assume the defense
of any such claim, the defense shall be conducted by counsel chosen by the Trust
and satisfactory to the Administrator, whose approval shall not be unreasonably
withheld. In the event that the Trust elects to assume the defense of any suit
and retain counsel, the Administrator shall bear the fees and expenses of any
additional counsel retained by it. If the Trust does not elect to assume the
defense of a suit, it will reimburse the Administrator for the fees and expenses
of any counsel retained by the Administrator.
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
that 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, employee or agent of the
Trust until receipt of written notice thereof from the Trust.
Nothing herein shall make Administrator liable for the performance or omissions
of unaffiliated, nationally or regionally recognized third parties such as, by
way of example and not limitation, Airborne Services, Federal Express, UPS, the
U.S. Mails, AT & T, Sprint, MCI and other delivery, telecommunications and other
companies not under SEI's reasonable control, and third parties not under
Administrator's reasonable control providing services to the financial industry
generally, such as, by way of example and not limitation, the National
Securities Clearing Corporation (processing and settlement services), transfer
agents and custodian banks.
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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, than its duties hereunder. 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. Confidentiality. The Administrator agrees on behalf of
itself and its employees to treat confidentially all records and other
information relative to the Trust and its prior, present or potential
Shareholders and their prior, present or potential customers, 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. Further, the Trust acknowledges that it has access to
confidential information about the Administrator's business and operations and
the Trust and its affiliates agree to hold such information in strict
confidence, and not to disclose confidential information to any third-party
except as required by law or where Trust may be exposed to civil or criminal
contempt proceedings for failure to comply with disclosure.
ARTICLE 8. Equipment Failures. In the event of equipment failures
beyond the Administrator's control, the Administrator shall, at no additional
expense to the Trust, take reasonable and prompt steps to minimize service
interruptions but shall have no liability with respect thereto. The
Administrator shall develop and maintain a plan for recovery from equipment
failures which may include contractual arrangements with appropriate parties
making reasonable provision for emergency use of electronic data processing
equipment to the extent appropriate equipment is available.
ARTICLE 9. Compliance With Governmental Rules and Regulations. The Administrator
undertakes to comply in all material respects with all applicable requirements
of the 1933 Act, the 1934 Act, the 1940 Act and any laws, rules and regulations
of governmental authorities having jurisdiction with respect to the duties to be
performed by the Administrator hereunder. In connection with the Administrator's
duties and responsibilities hereunder, the Trust acknowledges and agrees that
Administrator shall have no responsibility of any kind to independently
investigate, evaluate, or monitor the creditworthiness of the Trust investment
advisor to the extent of a Trust's investment advisor maintains an expense
reimbursement obligation to the Trust.
ARTICLE 10. Duration and Termination of this Agreement. This Agreement
shall become effective on the date set forth in the SCHEDULe A and shall remain
in effect for the initial term of the Agreement (the "Initial Term") and each
renewal term thereof (each, a "Renewal Term"), each as set forth in SCHEDULE A,
unless terminated in accordance with the provisions of this Article 10. This
Agreement may be terminated only: (a) by either party at the end of the Initial
Term or the end of any Renewal Term on 90 days' prior written notice; (b) by
either party hereto on such date as is specified in written notice given by the
terminating party, in the event of a material breach of this Agreement by the
other party, provided the terminating party has notified the other party of such
material breach at least 45 days prior to the specified
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date of termination and the breaching party has not remedied such breach by the
specified date; (c) effective upon the liquidation of the Administrator; or (d)
as to any Portfolio or the Trust, effective upon the liquidation of such
Portfolio or the Trust, as the case may be. For purposes of this Article 10, the
term "liquidation" shall mean a transaction in which the assets of the
Administrator, the Trust or a Portfolio are sold or otherwise disposed of and
proceeds therefrom are distributed in cash to the shareholders in complete
liquidation of the interests of such shareholders in the entity.
This Agreement shall not be assignable by the Administrator, without
the prior written consent of the Trust, except to an entity that is controlled
by, or under common control with, the Administrator.
ARTICLE 11. Entire Agreement; Amendments. This Agreement constitutes
the entire agreement between the parties hereto and supersedes any prior
agreement, draft or proposal with respect to the subject matter hereof. This
Agreement or any part hereof may be changed or waived only by an instrument in
writing signed by the party against which enforcement of such change or waiver
is sought.
ARTICLE 12. 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 13. 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 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, federal express (or substantially similar delivery service),
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 [address]; and if to the Administrator at Xxx Xxxxxxx Xxxxxx Xxxxx,
Xxxx, Xxxxxxxxxxxx, 00000.
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ARTICLE 15. Limitation of Liability. A copy of the Certificate of Trust
of the Trust is on file with the Secretary of State of the State of
Massachusetts, and notice is hereby given that this Agreement 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 16. 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 17. 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 18. Binding Agreement. This Agreement, and the rights and
obligations of the parties and the Portfolios hereunder, shall be binding on,
and inure to the benefit of, the parties and the Portfolios and the respective
successors and assigns of each of them.
ARTICLE 19. Severability. If any part, term or provision of this
Agreement is held to be illegal, in conflict with any law or otherwise invalid,
the remaining portion or portions shall be considered severable and not be
affected, and the rights and obligations of the parties shall be construed and
enforced as if the Agreement did not contain the particular part, term or
provision held to be illegal or invalid.
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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.
MDL FUNDS
By:-----------------------
Name:
Title:
Attest:------------------
SEI INVESTMENTS MUTUAL FUNDS SERVICES
By:-----------------------
Name:
Title:
Attest:------------------
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