ADMINISTRATIVE SERVICES PLAN AND AGREEMENT
EXPEDITION FUNDS
CLASS S SHARES
The Expedition Funds (the "Fund") is an open-end investment company
registered under the Investment Company Act of 1940, as amended, and currently
consisting of a number of separately managed portfolios (the "Portfolios"). The
Fund desires to retain SEI Investments Distribution Co. (the "Distributor"), a
Pennsylvania corporation, to itself provide or to compensate service providers
who themselves provide the administrative services described herein to clients
(the "Clients") who beneficially own Class S Shares ("Shares") of any Portfolio
of the Fund. The Distributor is willing to itself provide or to compensate
service providers for providing, such administrative services in accordance with
the terms and conditions of this Agreement.
SECTION 1. The Distributor will provide, or will enter into written agreements
in the form attached hereto with service providers pursuant to which the service
providers will provide, one or more of the following administrative services to
Clients who may from time to time beneficially own Shares:
(i) providing sub-accounting services with respect to Shares beneficially
owned by Clients;
(ii) providing information periodically to Clients showing their positions
in Shares;
(iii) forwarding shareholder communications from the Fund (such as proxies,
prospectuses, shareholder reports, annual and semi-annual financial
statements and dividend, distribution and tax notices) to Clients;
(iv) processing purchase, exchange and redemption requests from Clients,
either directly or through cash "sweep" or similar cash management
programs administered on behalf of Clients, and placing such orders
with the Fund or its service providers;
(v) processing dividend payments from the Fund on behalf of the Clients;
and
(vi) providing such other similar administrative services as the Fund may,
through the Distributor, reasonably request to the extent that the
Service Provider is permitted to do so under applicable laws or
regulations and to the extent the services do not constitute
"personal services" within the meaning of NASD Conduct Rule 2830.
SECTION 2. The Distributor will provide all office space and equipment,
telephone facilities and personnel (which may be part of the space, equipment
and facilities currently used in the Distributor's business, or any personnel
employed by the Distributor) as may be reasonably necessary or beneficial in
order to fulfill its responsibilities under this Agreement.
SECTION 3. Neither the Distributor nor any of its officers, employees, or agents
is authorized to make any representations concerning the Fund or the Shares
except those contained in the Fund's then-current prospectus or Statement of
Additional Information for the Shares, copies of which will be supplied to the
Distributor, or in such supplemental literature or advertising as may be
authorized in writing.
SECTION 4. For purposes of this Agreement, the Distributor and each service
provider will be deemed to be
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independent contractors, and will have no authority to act as agent for the Fund
in any matter or in any respect. By its written acceptance of this Agreement,
the Distributor agrees to and does release, indemnify, and hold the Fund
harmless from and against any and all direct or indirect liabilities or losses
resulting from requests, directions, actions, or inactions of or by the
Distributor or its officers, employees, or agents regarding the Distributor's
responsibilities under this Agreement, the provision of the aforementioned
services to Clients by the Distributor or any service provider, or the purchase,
redemption, transfer, or registration of Shares (or orders relating to the same)
by or on behalf of Clients. The Distributor and its officers and employees will,
upon request, be available during normal business hours to consult with
representatives of the Fund or its designees concerning the performance of the
Distributor's responsibilities under this Agreement.
SECTION 5. In consideration of the administrative services and facilities to be
provided by the Distributor or any service provider, each Portfolio that has
issued Shares will pay to the Distributor a fee, as agreed from time to time, at
an annual rate of up to .12% (twelve basis points) of the average net asset
value of all Shares of each Portfolio, which fee will be computed daily and paid
monthly. The Fund may, in its discretion and without notice, suspend or withdraw
the sale of Shares of any Portfolio, including the sale of Shares to any service
provider for the account of any Client or Clients. The Distributor may waive all
or any portion of its fee from time to time.
SECTION 6. The Fund may enter into other similar servicing agreements with any
other person or persons without the Distributor's consent.
SECTION 7. By its written acceptance of this Agreement, the Distributor
represents, warrants, and agrees that the services provided by the Distributor
under this Agreement will in no event be primarily intended to result in the
sale of Shares.
SECTION 8. This Agreement will become effective on the date a fully executed
copy of this Agreement is received by the Fund or its designee and shall
continue until terminated by either party. This Agreement is terminable with
respect to the Shares of any Portfolio, without penalty, at any time by the Fund
or by the Distributor upon written notice to the Fund.
SECTION 9. All notices and other communications to either the Fund or to the
Distributor will be duly given if mailed, telegraphed, telefaxed, or transmitted
by similar communications device to the appropriate address stated herein, or to
such other address as either party shall so provide the other.
SECTION 10. This Agreement will be construed in accordance with the laws of the
Commonwealth of Pennsylvania and may not be "assigned" by either party thereto
as that term is defined in the Investment Company Act of 1940.
SECTION 11. References to the "The Expedition Fund," the "Fund," and the
"Trustees" of the Fund refer respectively to the Trust created and the Trustees
as trustees, but not individually or personally, acting from time to time under
the Declaration of Trust dated August 7, 1989, a copy of which is on file with
the Department of State of the Commonwealth of Massachusetts and at the Fund's
principal office. The obligations of the Fund entered into in the name or on
behalf thereof by any of the Trustees, officers, representatives, or agents are
made not individually, but in such capacities, and are not binding upon any of
the Trustees, shareholders, officers, representatives, or agents of the Fund
personally. Further, any obligations of the Fund with respect to any one
Portfolio shall not be binding upon any other Portfolio.
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By their signatures, the Fund and the Distributor agree to the terms of this
Agreement.
THE EXPEDITION FUNDS
By: /s/ Xxxxxxx X. Xxxxx Date: May 25, 2000
SEI INVESTMENTS DISTRIBUTION CO.
By: /s/ Xxxxx X. Xxxxx Date: May 25, 2000
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