Exhibit 9(iv)
SUB-ADMINISTRATION AGREEMENT
AGREEMENT made this 24th day of March, 1996, between SEI Financial
Management Corporation ("SEI") a Delaware corporation, and The Huntington
National Bank (the "Sub-Administrator"), a national banking association.
WHEREAS, SEI has entered into an Administration Agreement, dated as of
January 11, 1996 (the "Administration Agreement") with The Monitor Funds (the
"Trust"), a Massachusetts business trust, concerning the provision of management
and administrative services for the investment portfolios of the Trust
identified on Schedule A hereto, as such Schedule shall be amended from time to
time (individually referred to herein as the "Fund" and collectively as the
"Funds"); and
WHEREAS, SEI desires to retain the Sub-Administrator to assist it in
performing administrative services with respect to each Fund and the Sub-
Administrator is willing to perform such services on the terms and conditions
set forth in this Agreement;
NOW, THEREFORE, in consideration of the mutual premises and covenants
herein set forth, the parties agree as follows:
1. Services as Sub-Administrator. (i) Effective upon the effective date of
this Agreement, the Sub-Administrator shall perform all of following services
for each portfolio of the Trust other than the Mortgage Securities Portfolio:
(a) calculate contractual Trust expenses, and as appropriate compute the
Trust's yields, total return, expense ratios, portfolio turnover rate and,
if required, portfolio average dollar-weighted maturity;
(b) maintain the Trust's general ledger, including expense accruals and
payments, determine the net asset value of the Trust's assets and of the
Trust's shares, and supervise the Trust's transfer agent with respect to
the payment of dividends and other distributions to shareholders;
(c) monitor and advise the Trust and its Portfolios on their registered
investment company status under the Internal Revenue Code of 1986, as
amended;
(d) file with the SEC the semi-annual report for the Trust on Form N-SAR
required notices pursuant to Rule 24f-2; and
(e) coordinate the audits by the independent accountants for the Trust.
(ii) The Sub-Administrator will assist the SEI with the following activities
for the Trust:
(a) development and preparation of the semi-annual and annual reports to
shareholders;
and
(b) prepare financial statements.
(iii) In the future as mutually agreed to by the parties, the Sub-Administrator
will perform the following additional activities for the Trust:
(a) assistance with the layout and printing of publicly disseminated
prospectuses and assistance with, and coordination of, the layout and
printing of the Trust's semi-annual and annual reports to shareholders;
(b) filing with the SEC of the semi-annual report for the Trust on Form N-
SAR and all required notices pursuant to Rule 24f-2;
(c) development and preparation of semi-annual and annual reports to
shareholders;
(d) calculation of total return performance;
(e) preparation, analysis, and periodic review of expense accruals' for the
Trust's fiscal budget;
(f) monitoring compliance with guidelines set forth for the Trust pursuant
to the prospectus and Investment Company Act of 1940;
(g) preparation of materials required for the quarterly meeting of the
Board of Trustees; and
(h) assisting in the preparation of SEC regulatory filings.
The Sub-Administrator will keep and maintain all books and records relating
to its services in accordance with Rule 31a-1 under the 1940 Act.
In the performance of its duties hereunder, the Sub-Administrator will
comply with the provisions of the Declaration of Trust and the Bylaws of the
Trust, will safeguard and promote the welfare of the Trust, and will comply with
the policies that the Trustees may from time to time reasonably determine;
provided that such policies are not in conflict with this Agreement, the Trust's
governing documents, or any applicable statutes or regulations.
2. Training of the Sub-Administrator. At the Sub-Administrator's
reasonable request the Administrator will provide training to the Sub-
Administrator with regard to the provision of certain administrative services,
including, but not limited to, training regarding: compliance monitoring,
preparation and monitoring of the Trust's fiscal budgets, the preparation of
financial statements, calculating dividend and capital gains distributions,
distribution requirements as mandated by the Internal Revenue Service,
regulatory filings required by the Securities and Exchange Commission, and the
analysis of the Trust's expense accruals.
3. Compensation; Reimbursement of Expenses. SEI shall pay the
Sub-Administrator for the services to be provided by the Sub-Administrator under
this Agreement in accordance with, and in the manner set forth in, Schedule B
hereto. In addition, SEI agrees to reimburse the Sub-Administrator for the Sub-
Administrator's reasonable out-of-pocket expenses in providing services
hereunder.
4. Effective Date. This Agreement shall become effective with respect to
a Fund as of the date first written above (or, if a particular Fund is not in
existence on that date, on the date specified in the amendment to Schedule A to
this Agreement relating to such Fund or, if no date is specified, the date on
which such amendment is executed) (the "Effective Date").
5. Term. This Agreement shall continue in effect with respect to a Fund,
unless earlier terminated by either party hereto as provided hereunder, until
January 11, 1998; and thereafter shall be renewed automatically for successive
one-year terms unless written notice not to renew is given by the non-renewing
party to the other party at least 60 days prior to the expiration of the then-
current term; provided, however, that after such termination for so long as the
Sub-Administrator, with the written consent of SEI, in fact continues to perform
any one or more of the services contemplated by this Agreement or any schedule
or exhibit hereto, the provisions of this Agreement, including without
limitation the provisions dealing with indemnification, shall continue in full
force and effect. Notwithstanding anything to the contrary herein, this
Agreement shall terminate automatically upon termination of the Administration
Agreement. Either party to this Agreement may terminate such Agreement prior to
the expiration of the initial term set forth above by providing the other party
with written notice of such termination at least 60 days prior to the date upon
which such termination shall become effective. Compensation due the Sub-
Administrator and unpaid by SO upon such termination shall be immediately due
and payable upon and notwithstanding such termination. The Sub-Administrator
shall be entitled to collect from SEI, in addition to the compensation described
under paragraph 2 hereof, the amount of all the Sub-Administrator's cash
disbursements for services in connection with the Sub-Administrator's activities
in effecting such termination, including without limitation, the delivery to
SEI, the Trust, and/or their respective designees of the Trust's property,
records, instruments and documents, or any copies thereof. Subsequent to such
termination for a reasonable fee to be paid by SEI, the Sub-Administrator will
provide SEI and/or the Trust with reasonable access to any Trust documents or
records remaining in its possession.
6. Standard of Care of the Sub-Administrator; Indemnification. The
duties of the Sub-Administrator shall be confined to those expressly set forth
herein, and no implied duties are assumed by or may be asserted against the Sub-
Administrator hereunder. The Sub-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 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
law which cannot be waived or modified hereby. (As used in this Article 5, the
term "Sub-Administrator" shall include directors, officers, employees and other
agents of the Sub-Administrator as well as that corporation itself.)
So long as the Sub-Administrator or its agents act in good faith and with
due diligence and without negligence, the Trust assumes full responsibility and
shall indemnify the Sub-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
subadministration relationship to the Trust or any other service rendered to the
Trust hereunder. The indemnify 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
Sub-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 Sub-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 good faith failure to do shall not affect the rights hereunder.
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 Sub-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 Sub-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 Sub-Administrator for the
reasonable fees and expenses of any counsel retained by the Sub-Administrator.
The Sub-Administrator may apply to the Trust at any time for instructions
and may consult counsel or the independent accountants for the Trust with
respect to any matter arising in connection with the Sub-Administrator's duties,
and the Sub-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 or accountants.
Also, the Sub-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 Sub-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.
So long as SEI acts in good faith and with due diligence and without
negligence, the Sub-Administrator shall assume full responsibility and shall
indemnify and hold SEI and hold it harmless from and against any and all
actions, claims, costs and expenses arising directly or indirectly out of the
services that the Sub-Administrator has agreed to undertake pursuant to the
terms of this Agreement. The indemnify and defense provisions set forth herein
shall indefinitely survive the termination of this Agreement.
7. Record Retention and Confidentiality. The Sub-Administrator shall
keep and maintain on behalf of the Trust all books and records which the Trust
and the Sub-Administrator are, or may be, required to keep and maintain in
connection with the services to be provided hereunder pursuant to any applicable
statutes, rules and regulations, including without limitation Rules 31a-1 and
31a-2 under the 1940 Act. The Sub-Administrator further agrees that all such
books and records shall be the property of the Trust and to make such books and
records available for inspection by the Trust, by SEI, or by the Securities and
Exchange Commission at reasonable times and otherwise to keep confidential all
books and records and other information relative to the Trust and its
shareholders; except when requested to divulge such information by duly-
constituted authorities or court process.
8. Uncontrollable Events. The Sub-Administrator assumes no
responsibility hereunder, and shall not be liable, for any damage, loss of data,
delay or any other loss whatsoever caused by events beyond its reasonable
control.
9. Rights of Ownership. All computer programs and procedures developed
to perform the services to be provided by the Sub-Administrator under this
Agreement are the property of the Sub-Administrator. All records and other data
except such computer programs and procedures are the exclusive property of the
Trust and all such other records and data will be furnished to SEI and/or the
Trust in appropriate form as soon as practicable after termination of this
Agreement for any reason.
10. Return of Records. The Sub-Administrator may at its option at any
time, and shall promptly upon the demand of SEI and/or the Trust, turn over to
SEI and/or the Trust and cease to retain the Sub-Administrator's files, records
and documents created and maintained by the Sub-Administrator pursuant to this
Agreement which are no longer needed by the Sub-Administrator in the performance
of its services or for its legal protection. If not so turned over to SEI
and/or the Trust, such documents and records will be retained by the
Sub-Administrator for six years from the year of creation. At the end of such
six-year period, such records and documents will be turned over to SEI and/or
the Trust unless the Trust authorizes in writing the destruction of such records
and documents.
11. Representations of SEI. SEI certifies to the Sub-Administrator that
this Agreement has been duly authorized by SEI and, when executed and delivered
by SEI, will constitute a legal, valid and binding obligation of SEI,
enforceable against SEI in accordance with its terms, subject to bankruptcy,
insolvency, reorganization, moratorium and other laws of general application
affecting the rights and remedies of creditors and secured par-ties.
12. Representations of the Sub-Administrator. The Sub-Administrator
represents and warrants that: (1) the various procedures and systems which the
Sub-Administrator has implemented with regard to safeguarding from loss or
damage attributable to fire, theft, or any other cause of the records and other
data of the Trust and the Sub-Administrator's records, data, equipment
facilities and other property used in the performance of its obligations
hereunder are adequate and that it will make such changes therein from time to
time as are required for the secure performance of it obligations hereunder, and
(2) this Agreement has been duly authorized by the Sub-Administrator
and, when executed and delivered by the Sub-Administrator, will constitute a
legal, valid and binding obligation of the Sub-Administrator, enforceable
against the Sub-Administrator in accordance with its terms, subject to
bankruptcy, insolvency, reorganization, moratorium and other laws of general
application affecting the rights and remedies of creditors and secured parties.
13. Insurance. The Sub-Administrator shall notify SEI should any of its
insurance coverage be cancelled or reduced. Such notification shall include the
date of change and the reasons therefor. The Sub-Administrator shall notify SEI
of any material claims against it with respect to services performed under this
Agreement, whether or not they may be covered by insurance, and shall notify SEI
from time to time as may be appropriate of the total outstanding claims made by
the Sub-Administrator under its insurance coverage.
14. Notices. Any notice provided hereunder shall be sufficiently given
when sent by registered or certified mail to SEI at the following address: Xxx
Xxxxxxx Xxxxxx Xxxx, Xxxx, XX 00000, Attn: Legal Department, and to the Sub-
Administrator at the following address: 00 X. Xxxx Xxxxxx, 00xx Xxxxx, Xxxxxxxx,
Xxxx 00000 or at such other address as either party may from time to time
specify in writing to the other party pursuant to this Section.
15. Headings. Paragraph headings in this Agreement are included for
convenience only and are not to be used to construe or interpret this Agreement.
16. Assignment. This Agreement and the rights and duties hereunder shall
not be assignable with respect to a Fund by either of the parties hereto except
by the specific written consent of the other party and with the specific written
consent of the Trust.
17. Governing Law. This Agreement shall be governed by and provisions
shall be construed in accordance with the laws of The Commonwealth of
Massachusetts.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed all as of the day and year first above written.
[SEAL] SEI FINANCIAL MANAGEMENT CORPORATION
By:
Title:
THE HUNTINGTON NATIONAL BANK
By:
Title:
Dated: March 24, 1996
REVISED SCHEDULE A DATED FEBRUARY 6, 1998
TO THE SUB-ADMINISTRATION AGREEMENT
BETWEEN
SEI INVESTMENTS MANAGEMENT CORPORATION
AND
THE HUNTINGTON NATIONAL BANK
NAME OF FUND
------------
The Monitor Money Market Fund
The Monitor U.S. Treasury Money Market Fund
The Monitor Ohio Municipal Money Market Fund
The Monitor Growth Fund
The Monitor Income Fund
The Monitor Mortgage Securities Fund
The Monitor Ohio Tax-Free Fund
The Monitor Fixed Income Securities Fund
The Monitor Short/Intermediate Fixed Income Securities Fund
The Monitor Michigan Tax-Free Fund
The Monitor Intermediate Government Income Fund
SEI INVESTMENTS MANAGEMENT CORPORATION
By: ________________________________
Title: ______________________________
THE HUNTINGTON NATIONAL BANK
By: _______________________________
Title: ______________________________
REVISED SCHEDULE B DATED FEBRUARY 6, 1998
TO THE SUB-ADMINISTRATION AGREEMENT
BETWEEN
SEI INVESTMENTS MANAGEMENT CORPORATION
AND
THE HUNTINGTON NATIONAL BANK
Name of Fund Compensation (for each fund)*
------------ ----------------------------
The Monitor Money Market Fund Annual Rate of four one-hundredths of
The Monitor U.S. Treasury Money Market Fund one percent (.04%) of each such Fund's
The Monitor Ohio Municipal Money Market Fund average daily net assets; provided that
The Monitor Growth Fund at such time as the parties agree that
The Monitor Income Fund Huntington is performing a substantial
The Monitor Mortgage Securities Fund portion of all of the activities described in
The Monitor Ohio Tax-Free Fund Section 1(iii)(a)-h), the compensation to be paid
The Monitor Fixed Income Securities Fund hereunder shall be at the annual rate of five one-
The Monitor Short/Intermediate Fixed Income hundredths of one percent (.05%) of each
Securities Fund such Fund's average daily net assets.
The Monitor Michigan Tax-Free Fund
The Monitor Intermediate Government
Income Fund
SEI INVESTMENTS MANAGEMENT CORPORATION
By: ______________________________
Title: _____________________________
THE HUNTINGTON NATIONAL BANK
By: _____________________________
Title: ____________________________
*All fees are computed daily and paid periodically
