ADMINISTRATION AGREEMENT
THIS AGREEMENT is made as of this 28th day of February, 1992, as amended
this 25th day of May, 1993, by and between The Pillar Funds (the "Trust"), a
Massachusetts 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"); and
WHEREAS, the Trust desires the Administrator to provide, and the
Administrator is willing to provide management, administrative, transfer agent
and shareholder servicing services to the Trust's U.S. Treasury Securities Money
Market, Prime Obligation Money Market, Tax- Exempt Money Market, Short-Term
Investment, Fixed Income, New Jersey Municipal Securities, Intermediate-Term
Government Securities, Equity Growth, Equity Income, Equity Aggressive Growth,
Balanced Growth, U.S. Treasury Securities Plus Money Market, Pennsylvania
Municipal Securities, and GNMA Portfolios and such other portfolios as the Trust
and the Administrator may agree on (the "Portfolios"), 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 and Shareholder Servicing Agent of the
Portfolios and to furnish the Portfolios with the management, administrative,
transfer agent and shareholder servicing 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. Transfer Agent Services. The Administrator will act as Transfer
Agent for the Portfolios' institutional accounts and, as such, will record in an
account (the "Account") the total number of units of beneficial interest
("Shares") of each Portfolio issued and outstanding from time to time and will
maintain Share transfer records in which it will note the names and registered
addresses of Shareholders, and the number of Shares from time to time owned by
each of them. Each Shareholder will be assigned one or more account numbers.
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The Administrator hereby represents and warrants that it is, and shall
continue to be, duly registered as a transfer agent pursuant to Section 17A of
the Securities Exchange Act of 1934 and such other provisions of law as required
and shall continue to be so for the term of this Agreement.
The Administrator is authorized to set up accounts and record transactions
in the accounts on the basis of instructions received from Shareholders when
accompanied by remittance in appropriate amount as provided in the Trust's then
current prospectus. The Trust will not issue certificates representing its
Shares. Whenever Shares are purchased or issued, the Administrator shall credit
the Account with the Shares issued, and credit the proper number of Shares to
the appropriate Shareholder.
Likewise, whenever the Administrator has occasion to redeem Shares owned by
a Shareholder, the Trust authorizes the Administrator to process the transaction
by making appropriate entries in its Share transfer records and debiting the
Account.
Upon notification by the Trust's Custodian of the receipt of funds through
the Federal Reserve wire system or conversion into Federal funds of funds
transmitted by other means for the purchase of Shares in accordance with the
Trust's current prospectus, the Administrator shall notify the Trust of such
deposits on a daily basis.
The Administrator shall credit each Shareholder's account with the number
of shares purchased according to the price of the Shares in effect for such
purchases determined in the manner set forth in the Trust's then current
prospectus. The Administrator shall process each order for the redemption of
Shares from or on behalf of a Shareholder, and shall cause cash proceeds to be
wired in Federal funds.
The requirements as to instruments of transfer and other documentation, the
applicable redemption price and the time of payment shall be as provided in the
then current prospectus, subject to such supplemental requirements consistent
with such prospectus as may be established by mutual agreement between the Trust
and Administrator.
If the Administrator or the Trust determines that a request for redemption
does not comply with the requirements for redemption, the Administrator shall
promptly so notify the Shareholder, together with the reason therefor, and shall
effect such redemption at the price next determined after receipt of documents
complying with said standards.
On each day that the Trust's Custodian and the New York Stock Exchange are
open for business ("Business Day"), the Administrator shall notify the Custodian
of the amount of cash or other assets required to meet payments made pursuant to
the provisions of this Article 2, and the Trust shall instruct the Custodian to
make available from time to time sufficient funds or other assets therefor.
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The authority of the Administrator to perform its responsibilities as to
purchases and redemptions under this Article 2 shall be suspended upon receipt
by it of notification from the Securities and Exchange Commission or the
Trustees of the suspension of the determination of the Trust's net asset value.
In registering transfers, the Administrator may rely upon an opinion of
counsel in not requiring complete documentation, in registering transfers
without inquiry into adverse claims, in delaying registration for purposes of
such inquiry, or in refusing registration where in its judgment an adverse claim
requires such refusal.
The Trust warrants that it has or shall deliver to the Administrator, as
transfer agent:
(a) a copy of the Declaration of Trust of the Trust, incorporating all
amendments thereto, certified by the Secretary or Assistant Secretary
of the Trust;
(b) an opinion of counsel to the Trust with respect to (i) the legality
and continuing existence of the Trust, (ii) the legality of its
outstanding Shares of beneficial interest, and (iii) the number of
Shares authorized for issuance and stating that upon issuance they
will be validly issued and non-assessable; and
(c) the Trust's Secretary's or Assistant Secretary's certificate as to the
authorized outstanding Shares of the Trust, its address to which
notices may be sent, the names and specimen signatures of its officers
who are authorized to sign instructions or requests to the
Administrator on behalf of the Trust, and the name and address of
legal counsel to the Trust. In the event of any future amendment or
change in respect of any of the foregoing, prompt written notification
of such change shall be given by the Trust to the Administrator,
together with copies of all relevant resolutions, instruments or other
documents, specimen signatures, certificates, opinions or the like as
the Administrator may deem necessary or appropriate.
ARTICLE 3. Dividend Disbursing Agent. The Administrator shall act as
Dividend Disbursing Agent for the Trust's institutional accounts and, as such,
in accordance with the provisions of the Trust's Declaration of Trust and then
current prospectus, shall prepare and wire or credit income and capital gains
distributions to Shareholders (or instruct the Custodian to do so) after
deducting any amount required to be withheld by any applicable tax laws, rules
and regulations or other applicable rules or regulations.
The Trust agrees that it shall promptly inform the Administrator of the
declaration of any dividend or distribution on its Shares, and that on or before
the payment date of a distribution, it shall instruct the Custodian to make
available, at the instruction of the Dividend Disbursing Agent, sufficient funds
for the cash amount to be paid out. If a Shareholder is entitled to receive
additional Shares by virtue of any such distribution or dividend, appropriate
credits will be made
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to the Shareholder's account.
ARTICLE 4. Other Administrative Services. In addition to the services
described above, the Administrator shall perform or supervise the performance by
others of other 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 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 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, fund accounting and
related portfolio accounting services, 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; mailing the annual reports of the Trust; preparing an annual
list of institutional 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 to institutional
Shareholders, for all of which the Trust will pay the Administrator's
out-of-pocket expenses.
ARTICLE 5. 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
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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 Class B Distribution Plan.
ARTICLE 6. 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).
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(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 7. 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 7,
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, transfer agency, and dividend disbursing 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
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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 8. 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 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 9. Duration of This Agreement. This Agreement shall remain in
effect for five years after the date of the Agreement and shall continue in
effect for successive periods of two years subject to review at least annually
by the Trustees.
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 or the non-breaching party may 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 10. 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.
For special cases, the parties hereto may amend such procedures set forth
herein as may be appropriate or practical 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
Declaration of Trust, By-Laws or prospectus, or any rule, regulation or
requirement of any regulatory body.
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
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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 United
Jersey Bank, 000 Xxxx Xxxxxx, Xxxxxxxxxx, XX, attention: Xxxxxxx X. Xxxxx, 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.
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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.
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: /s/ Xxxxxx X. Xxxxx
-----------------------------
Xxxxxx X. Xxxxx
Vice President
SEI FINANCIAL MANAGEMENT CORPORATION
By: /s/ Xxxxx X. Xxxxxx
-----------------------------
Xxxxx X. Xxxxxx
Vice President
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SCHEDULE A
TO THE ADMINISTRATION AGREEMENT
DATED FEBRUARY 28, 1992 AS AMENDED MAY 25, 1993
BETWEEN
THE PILLAR FUNDS
AND
SEI FINANCIAL MANAGEMENT CORPORATION
Pursuant to Article 6, Section A, the Trust shall pay the Administrator
compensation which is calculated daily and paid monthly at an annual rate as
follows:
.20% of average daily net assets of each Portfolio.
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SCHEDULE C
DATED MARCH 14, 1995
TO THE ADMINISTRATION AGREEMENT
DATED FEBRUARY 28, 1992
BETWEEN
THE PILLAR FUNDS
AND
SEI FINANCIAL MANAGEMENT CORPORATION
Pursuant to Article 10, the Administrator shall provide services to the
following additional Portfolio (the "Portfolio"):
International Growth
Pursuant to Article 5, Section A, the Trust shall pay the Administrator
compensation for the Portfolio which is calculated daily and paid monthly at an
annual rate as follows:
.20% of average daily net assets of the Portfolio
AMENDMENT TO THE ADMINISTRATION AGREEMENT
DATED AS OF FEBRUARY 28, 1992,
AS AMENDED MAY 25, 1993,
BY AND BETWEEN
THE PILLAR FUNDS
AND
SEI FUND RESOURCES
THIS AMENDMENT to the Administration Agreement, dated as of February 28,
1992, as amended May 25, 1993, (the "Agreement") by and between The Pillar Funds
(the "Trust") and SEI Financial Management Corporation, as assigned to SEI Fund
Resources ("SFR"), is entered into as of December 1, 1996.
WHEREAS the Agreement, pursuant to its terms, provides that is shall be
automatically renewed for successive two-year periods unless otherwise
terminated;
WHEREAS, in accordance with the unanimous vote of the Board of Trustees at
a meeting held on November 14, 1996, the Trust and SFR desire to amend the
Agreement to provide for a three (3) year initial extension of the term of the
Agreement;
NOW, THEREFORE, in consideration of $1.00 and other good and valuable
consideration, the parties hereby amend the Agreement as follows:
The first sentence of Article 9 of the Agreement shall be
replaced in its entirety by the following:
This Agreement shall remain in effect for five years after the
date of the Agreement; thereafter for a renewal term of three
years; and thereafter shall continue in effect for successive
periods of two years subject to review at least annually by
the Trustees of the Trust.
IN WITNESS WHEREOF, the parties have caused this Amendment to be
executed as of the date first above written.
THE PILLAR FUNDS
By /s/ Xxxxxxx X. Xxxxxxx
-------------------------------------
Name: Xxxxxxx X. Xxxxxxx
Title: Vice President and
Asssistant Secretary
SEI FUND RESOURCES
By /s/ Xxxx X. Xxxx
----------------------------
Name: Xxxx X. Xxxx
Title: Vice President
and Assistant Secretary
