ADMINISTRATION AGREEMENT
THIS AGREEMENT is made as of this 1st day of November, 2000, by and between
JohnsonFamily Funds, Inc., a Maryland corporation (the "Fund") and SEI
Investments Mutual Funds Services (the "Administrator"), a Delaware business
trust.
WHEREAS, the Fund 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 Fund desires the Administrator to provide, and the
Administrator is willing to provide, administrative and accounting services to
such Portfolios of the Fund 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 Fund and the Administrator hereby agree as follows:
ARTICLE 1. Retention of the Administrator. The Fund 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 board of directors of the Fund 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 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
responsible to the Fund for the acts and omissions of such other entities.
The Administrator shall provide the Fund 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 board of directors' meetings) for
handling the affairs of the Portfolios and such other services as the board of
directors 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 by the
Fund's Board of
Directors (the "Directors"), the Administrator shall make reports to the
Directors 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-weighted maturity;
(B) coordinate with Fund 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 laws) 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 Fund and
the Shares and all amendments thereto, as may be necessary or convenient to
register and keep effective the Fund and Shares with state securities
authorities to enable the Fund 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 Fund for all shareholder meetings, including tabulation process for
shareholder meetings;
(E) coordinate with Fund counsel the preparation and, where appropriate,
negotiation of contracts on behalf of the Fund with, among others, the Fund'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 Fund's board of director's schedule and agenda and be
the Fund's designated agent for 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 Fund,
including new portfolio and class investment objectives, policies and structure;
(L) provide individuals acceptable to the Directors for nomination,
appointment, or election as officers of the Fund, who will be responsible for
the management of certain of the Fund's affairs as determined by the Directors;
(M) obtain and keep in effect fidelity bonds and directors and
officers/errors and omissions insurance policies for the Fund 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 Fund's Board of Directors;
(N) monitor on a secondary basis the regulated investment company status of
the Fund and its Portfolios under the Internal Revenue Code of 1986, as amended;
(O) complete standardized secondary portfolio compliance monitoring on a
trade date plus two business day basis; and
(P) prepare and file with the SEC the semi-annual report for the Fund on
Form N-SAR and all required notices pursuant to Rule 24f-2.
Also, the Administrator will perform other services for the Fund as agreed from
time to time, including, but not limited to internal audit examinations; mailing
the annual and semi-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 Fund 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 Fund as well as all Directors of the
Fund 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 Fund retained by the Directors of the Fund
to perform services on behalf of the Fund.
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(B) Fund Expenses. The Fund assumes and shall pay or cause to be paid all
other expenses of the Fund not otherwise allocated in this Agreement, including,
without limitation, third-party pricing servicing fees, 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 Directors who are not
affiliated persons of the Administrator or the investment adviser to the Fund or
any affiliated corporation of the Administrator or the investment adviser, the
costs of Directors' meetings, insurance, interest, brokerage costs, litigation
and other extraordinary or nonrecurring expenses, and all fees and charges of
service providers to the Fund. The Fund shall also reimburse the Administrator
for its reasonable out-of-pocket expenses, including all reasonable charges for
SAS 70 audit charges and copying, postage, telephone, and fax charges incurred
by the Administrator in the performance of its duties, provided, however,
Administrator shall provide the Fund reasonable notice of its intention to
recoup such expenses and provide the Fund a periodic accounting and
justification of such expenses as requested by the Fund's Board of Directors.
Notwithstanding the foregoing, under no circumstances shall Administrator be
entitled to reimbursement for travel and lodging expenses incurred by its
officers and employees in connection with attendance at meetings of the Fund's
Board of Directors
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 Fund 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 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 a
material breach of contract, 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. (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 Fund for indirect or punitive damages.
So long as the Administrator, or its agents, acts in good faith and with
due diligence the Fund assumes full responsibility and shall indemnify the
Administrator and hold
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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 disbursing
relationships to the Fund under this Agreement or any other service rendered to
the Fund hereunder. The indemnity and defense provisions set forth herein shall
indefinitely survive the termination of this Agreement.
The Administrator shall indemnify and hold the Fund 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 the
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.
The indemnification rights of either party 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
indemnifying party may be asked to indemnify or hold the indemnified party
harmless, the indemnifying party shall be fully and promptly advised of all
pertinent facts concerning the situation in question, and it is further
understood that the indemnified party will use all reasonable care to identify
and notify the indemnifying party promptly concerning any situation which
presents or appears likely to present the probability of such a claim for
indemnification against the indemnifying party, 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 special damages for any act or failure to act under any
provision of this Agreement if advised of the possibility thereof.
The indemnifying party 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 indemnifying party elects to
assume the defense of any such claim, the defense shall be conducted by counsel
chosen by the indemnifying party and satisfactory to the indemnified party,
whose approval shall not be unreasonably withheld. In the event that the
indemnifying party elects to assume the defense of any suit and retain counsel,
the indemnified party shall bear the fees and expenses of any additional counsel
retained by it. If the indemnifying party does not elect to assume the defense
of a suit, it will reimburse the indemnified party for the fees and expenses of
any counsel retained by the indemnified party.
The Administrator may apply to the Fund at any time for instructions and
may consult counsel for the Fund 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.
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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, employee or agent of the Fund
until receipt of written notice thereof from the Fund.
ARTICLE 6. Activities of the Administrator. The services of the
Administrator rendered to the Fund 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 Directors, officers, employees
and Shareholders of the Fund 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 Fund, and
that the Administrator may be or become interested in the Fund as a Shareholder
or otherwise.
ARTICLE 7. Confidentiality. The Administrator agrees on behalf of itself
and its employees to use reasonable efforts to treat all records and other
information relative to the Fund and its prior, present or potential
Shareholders and their prior, present or potential customers confidential,
except, after prior notification to and approval in writing by the Fund, 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 Fund; provided, however,
Fund acknowledges that Administrator may deliver such records and information to
Fund's services providers from time to time as reasonably necessary for
transaction of the Fund's business.. Further, the Fund acknowledges that it has
access to confidential information about the Administrator's business and
operations and the Fund 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 Fund may be exposed to civil or
criminal contempt proceedings for failure to comply with disclosure.
ARTICLE 8. Equipment Failures. The Administrator shall have no liability
with respect to equipment failures beyond its reasonable control , In the event
of equipment failures, the Administrator shall, at no additional expense to the
Fund, take reasonable and prompt steps to minimize service interruptions. 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
Administrator's obligations hereunder, the Fund acknowledges and agrees that
Administrator shall have no responsibility of any kind to independently evaluate
or monitor the creditworthiness of a Funds' investment adviser to the
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extent a Fund's investment adviser maintains an expense reimbursement obligation
to the Fund.
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 conclusion of the
Initial Term or the conclusion 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 breach at least 45 days prior to the specified 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 Fund, effective upon the liquidation of such
Portfolio or the Fund, 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 Fund 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 Fund, except to an entity that is controlled by, or
under common control with, the Administrator, provided, that, the net worth of
the assignee is substantially equivalent to the net worth of the assignor and
the assignment otherwise would not have a material adverse impact on the Fund.
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 Fund shall be prepared and maintained at the expense of the
Administrator, but shall be the property of the Fund and will be made available
to or surrendered promptly to the Fund on request.
In case of any request or demand for the inspection of such records by
another party, the Administrator shall notify the Fund and follow the Fund'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 Fund has
agreed to indemnify the Administrator against such liability.
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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 Fund,
at [address]; and if to the Administrator at Xxx Xxxxxxx Xxxxxx Xxxxx, Xxxx,
Xxxxxxxxxxxx, 00000.
ARTICLE 15. 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 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. 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 18. 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.
JOHNSONFAMILY FUNDS, INC.
By:
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Attest:
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SEI INVESTMENTS MUTUAL FUNDS SERVICES
By:
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Attest:
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