ADMINISTRATION AGREEMENT
THIS ADMINISTRATION AGREEMENT (this "Agreement") is made as of the
19th day of December, 2014 (the "Effective Date"), by and between Xxxxxx Series
Trust, a statutory trust formed under the laws of the State of Delaware (the
"TRUST"), Xxxxxx Capital Management US LLC (the "INVESTMENT ADVISER") and SEI
Investments Global Funds Services, a statutory trust formed under the laws of
the State of Delaware (the "ADMINISTRATOR").
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 the series portfolios set forth in Schedule I, attached
hereto, as the same may be amended from time to time ("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 on the terms and conditions set forth herein;
NOW, THEREFORE, in consideration of the premises and the mutual
covenants contained herein, the Trust and the Administrator hereby agree as
follows:
SECTION 1 DEFINITIONS
1.01 "1940 ACT" shall have the meaning given to such term in the preamble of
this Agreement.
1.02 "ACTIONS" shall have the meaning given to such term in Section 3.01.02.
1.03 "ADMINISTRATOR" shall have the meaning given to such term in the preamble
of this Agreement.
1.04 "AGREEMENT" shall have the meaning given to such term in the preamble of
this Agreement.
1.05 "BOARD" means board of trustees of the Trust from time to time.
1.06 "CONFIDENTIAL INFORMATION" shall have the meaning given to such term in
Section 11.01 of this Agreement.
1.07 "DISCLOSING PARTY" shall have the meaning given to such term in Section
11.01 of this Agreement.
1.08 "GROSS NEGLIGENCE" means a conscious, voluntary act or omission in reckless
disregard of a legal duty and the rights of, or consequences to, others, and not
merely a lack of due care.
1.09 "INITIAL TERM" shall have the meaning given to such term in Section 9.01 of
this Agreement.
1.10 "INTERESTED PARTY" or "Interested Parties" means the Administrator, its
subsidiaries and its affiliates and each of their respective officers,
directors, employees, agents, delegates and associates.
1.11 "INTERESTS" means any partnership interest in, membership interest in,
shares of stock of or other equity interest in, as the case may be, the Trust.
1.12 "INVESTMENTS" shall mean such cash, securities and all other assets and
property of whatsoever nature now owned or subsequently acquired by or for the
account of the Trust.
1.13 "LIQUIDATION" shall have the meaning given to such term in Section 9.02.02
of this Agreement.
1.14 "LIVE DATE" means, with respect to any Portfolio, the date on which such
Portfolio is launched onto the Administrator's system and the Administrator
begins calculating the Portfolio's official net asset values ("NAV").
1.15 "ORGANIZATIONAL DOCUMENTS" means, as applicable, the articles of
incorporation, declaration of trust, certificate of formation, memorandum of
association, partnership agreement, bylaws or other similar documentation
setting forth the respective rights and obligations of directors, managers and
Interest holders in the Trust.
1.16 "PERSON" shall mean any natural person, partnership, estate, association,
custodian, nominee, limited liability company, corporation, trust or other legal
entity.
1.17 "PRICING SOURCES" shall have the meaning given to such term in Section 6 of
this Agreement.
1.18 "PROPRIETARY INFORMATION" shall have the meaning given to such term in
Section 12.01 of this Agreement.
1.19 "PORTFOLIO" shall have the meaning given to such term in the preamble of
this Agreement.
1.20 "REASONABLE STEPS" shall have the meaning given to such term in Section
11.01 of this Agreement.
1.21 "RECEIVING PARTY" shall have the meaning given to such term in Section
11.01 of this Agreement.
1.22 "REGULATIONS" shall have the meaning given to such term in Section 12.12 of
this Agreement.
1.23 "RENEWAL TERM" shall have the meaning given to such term in Section 9.01 of
this Agreement.
1.24 "SHARES" shall have the meaning given to such term in the preamble of this
Agreement.
1.25 "TRUST DATA" shall have the meaning given to such term in Section 2.04 of
this Agreement.
1.26 "TRUST MATERIALS" means any prospectus, registration statement, statement
of additional information, proxy solicitation and tender offer materials, annual
or other periodic report of the Trust or any advertising, marketing, shareholder
communication, or promotional material generated by the Trust or the Investment
Adviser from time to time, as appropriate, including all amendments or
supplements thereto.
1.27 "WEB ACCESS" shall have the meaning given to such term in Section 12.01 of
this Agreement.
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SECTION 2 APPOINTMENT AND CONTROL
2.01 SERVICES. The Trust hereby appoints the Administrator to be, and the
Administrator agrees to act as, the administrative agent of the Trust for the
term and subject to the provisions hereof. The Administrator shall perform (and
may delegate or sub-contract, as provided below) the services set forth in this
Agreement, including the services set forth in Schedule II, which may be
amended from time to time in writing by the parties ("SERVICES"). In performing
its duties under this Agreement, the Administrator will act with the
professional care and skill that would reasonably be expected of a professional
administrator and in all material respects in accordance with the Trust's
Organizational Documents and Trust Materials as they may be amended (provided
copies are delivered to the Administrator).
2.02 AUTHORITY. Each of the activities engaged in under the provisions of this
Agreement by the Administrator on behalf of Trust shall be subject to the
overall direction and control of the Trust or any Person authorized to act on
the Trust's behalf (including, without limitation, the Board); provided,
however, that the 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. In performing its duties
hereunder, the Administrator shall observe and generally comply with the Trust
Materials, all applicable resolutions and/or directives of the Board of which
it has notice, and applicable laws and regulations which may from time to time
apply to the Services rendered by the Administrator. In the event that the
Trust desires to amend its Organizational Documents in any manner that can
reasonably be expected to have a material impact on the Administrator's
performance of the Services hereunder, the Trust shall notify the Administrator
in advance of such amendment and the parties will work together in good faith
to minimize the impact of such change on the Administrator's operations and
compensate the Administrator in connection therewith. The Administrator (i)
shall not have or be required to have any authority to supervise the investment
or reinvestment of the securities or other properties which comprise the assets
of the Trust and (ii) shall not provide any investment advisory services to the
Trust, and shall have no liability related to the foregoing.
2.03 THIRD PARTIES; AFFILIATES. The Administrator may delegate to, or
sub-contract with, third parties or affiliates administrative or other
functions it deems necessary to perform its obligations under this Agreement;
provided the Administrator procures that each such delegate or sub-contractor
shall agree to abide by confidentiality obligations which are substantively
similar to the confidentiality obligations as set forth herein, and all fees
and expenses incurred in any delegation or sub-contract shall be paid by the
Administrator and the Administrator shall remain responsible to the Trust for
the acts and omissions of such other entities as if such acts or omissions were
the acts or omissions of the Administrator. The Trust acknowledges that during
the term of this Agreement, the services to be performed by the Administrator
may be completed by one or more of the Administrator's affiliates or third
parties located in or outside of the United States of America. The
Administrator agrees to monitor the performance of each delegate and sub-
contractor on an ongoing basis and to review each delegate's and
sub-contractor's fitness to provide the delegated or sub-contracted services.
Upon request from the Investment Adviser, the Administrator agrees to provide a
full list of delegates and sub- contractors involved in the provision of the
Services, together with details of the services each performs.
2.04 TRUST DATA. The Trust shall be solely responsible for the accuracy,
completeness, and timeliness of all data and other information provided to the
Administrator by or on behalf of the Trust pursuant to this Agreement
(including, without limitation, (i) prices, (ii) transaction supporting
documentation, (iii) detailed accounting methodologies with respect to the
Trust's Investments as approved by the Trust's auditors, (iv) trade and
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settlement information from prime brokers and custodians) and (v) Portfolio
information provided directly or indirectly by the Investment Adviser
(collectively, "Trust Data"). All Trust Data shall be provided to the
Administrator on a timely basis and in a format and medium reasonably requested
by the Administrator from time to time. The Trust shall have an ongoing
obligation to promptly update, or use its reasonable endeavours to procure the
prompt update of all Trust Data so that such information remains complete and
accurate. All Trust Data shall be prepared and maintained, by or on behalf of
the Trust, in accordance with applicable law, Trust Materials and generally
acceptable accounting principles. The Administrator shall be entitled to rely
on all Trust Data and shall have no liability for any loss, damage or expense
incurred by the Trust or any other Person to the extent that such loss, damage
or expense arises out of or is related to Trust Data that is not timely,
current, complete and accurate.
SECTION 3 REPRESENTATIONS, WARRANTIES AND COVENANTS OF TRUST
3.01 Trust represents and warrants that:
3.01.01. it has full power, right and authority to execute and deliver this
Agreement and to consummate the transactions contemplated hereby; the execution
and delivery of this Agreement and the consummation of the transactions
contemplated hereby have been duly and validly approved by all requisite
actions on its part, and no other proceedings on its part are necessary to
approve this Agreement or to consummate the transactions contemplated hereby;
this Agreement has been duly executed and delivered by it; this Agreement
constitutes a legal, valid and binding obligation, enforceable against it in
accordance with its terms;
3.01.02. it is not a party to any, and there are no, pending or threatened
legal, administrative, arbitral or other proceedings, claims, actions or
governmental or regulatory investigations or inquiries (collectively,
"Actions") of any nature against it or its properties or assets which could,
individually or in the aggregate, have a material effect upon its business or
financial condition.
There is no injunction, order, judgment, decree, or regulatory restriction
imposed specifically upon it or any of its properties or assets;
3.01.04. it is not in default under any contractual or statutory obligations
whatsoever (including the payment of any tax) which, individually or in the
aggregate, could materially and adversely affect, or is likely to materially
and adversely affect, its business or financial condition;
3.01.05. it has obtained all consents and given all notices (regulatory or
otherwise), made all required regulatory filings and is in compliance with all
applicable laws and regulations;
3.01.06. it has or will have prior to issuance of any shares a valid
engagement with an independent auditor and will provide additional information
regarding such independent auditor, including information regarding the terms
of its agreement with such independent auditor, upon request;
3.01.07. as of the close of business on the Effective Date, each Portfolio
that is in existence as of the Effective Date has authorized or will authorize
the issuance of an indefinite number of shares and has elected or will elect to
register an indefinite number of shares in accordance with Rule 24f-2 under the
1940 Act;
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3.01.09. it has notified the Administrator of any and all separate agreements
between the Trust and any third party that could have a material impact on the
Administrator's performance of its obligations pursuant to this Agreement.
3.02 Trust covenants and agrees that:
3.02.01. it will furnish the Administrator from time to time with complete
copies, authenticated or certified (where applicable), of each of the following:
(a) Copies of the following documents:
(1) Copies of the Trust's current Declaration of Trust and of any
amendments thereto, certified by the proper official of the state
in which such document has been filed
(2) Trust's current bylaws and any amendments thereto; and
(3) Copies of resolutions of the Board covering the approval of this
Agreement, authorization of a specified officer of the Trust to
execute and deliver this Agreement and authorization for
specified officers of the Trust to instruct the Administrator.
(b) A list of all the officers of the Trust, together with specimen
signatures of those officers who are authorized to instruct the
Administrator in all matters.
(c) Copies of all Trust Materials, including the current prospectus and
statement of additional information for each Portfolio.
(d) A list of all issuers the Portfolios are restricted from purchasing.
(e) A list of all affiliated persons (as such term is defined in the 0000
Xxx) of the Trust that are broker-dealers.
(f) The identity of the Trust's independent auditor along with contact
information.
(g) The expense budget for each Portfolio for the current fiscal year.
(h) A list of contact persons (primary, backup and secondary backup) of
the Trust's Investment Adviser and, if applicable, sub-adviser, who
can be reached until 6:30 p.m. ET with respect to valuation matters.
(i) Copies of all Trust Data reasonably requested by the Administrator or
necessary for the Administrator to perform its obligations pursuant to
this Agreement.
The Trust shall as soon as reasonably practicable provide the Administrator
with written notice of any updates of or changes to any of the foregoing
documents or information, including an updated written copy of such
document or information. Until the Administrator receives such updated
information or document, the Administrator shall have no obligation to
implement or rely upon such updated information or document.
3.02.02. it shall timely perform or oversee the performance of all obligations
identified in this Agreement as obligations of the Trust, including, without
limitation,
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providing the Administrator with all Trust Data and Organizational Documents
reasonably requested by the Administrator;
3.02.03. it will notify the Administrator as soon as reasonably practical in
advance of any matter which could materially affect the Administrator's
performance of its duties and obligations under this Agreement, including any
amendment to the documents referenced in Section 3.02.01 above;
3.02.04. it will comply in all material respects with all applicable
requirements of the Securities Act of 1933, the Securities Exchange Act of
1934, the 1940 Act, and any applicable laws, rules and regulations of
governmental authorities having jurisdiction;
3.02.05. any reference to the Administrator or this Agreement in the Trust
Materials shall be limited solely to the description provided by the
Administrator in writing from time to time or such other description as the
parties shall mutually agree in advance and in writing;
3.02.06. it shall be solely responsible for its compliance with applicable
investment policies, the Trust Materials, and any laws and regulations
governing the manner in which its assets may be invested, and shall be solely
responsible for any losses attributable to non-compliance with the Trust
Materials, and applicable policies, laws and regulations governing the Trust,
its activities or the duties, actions or omissions of the investment manager;
and
3.02.07. it will as soon as reasonably practicable notify the Administrator of
updates to its representations and warranties hereunder.
SECTION 4 REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE ADMINISTRATOR
4.01 The Administrator represents and warrants that:
4.01.01. it has full power, right and authority to execute and deliver this
Agreement and to consummate the transactions contemplated hereby; the execution
and delivery of this Agreement and the consummation of the transactions
contemplated hereby have been duly and validly approved by all requisite action
on its part, and no other proceedings on its part are necessary to approve this
Agreement or to consummate the transactions contemplated hereby; this Agreement
has been duly executed and delivered by it; this Agreement constitutes a legal,
valid and binding obligation, enforceable against it in accordance with its
terms.
4.01.02. it is not a party to any, and there are no, pending or threatened
Actions of any nature against it or its properties or assets which could,
individually or in the aggregate, have a material effect upon its business or
financial condition. There is no injunction, order, judgment, decree, or
regulatory restriction imposed specifically upon it or any of its properties or
assets.
4.01.03. it is not in default under any statutory obligations whatsoever
(including the payment of any tax) which materially and adversely affects, or is
likely to materially and adversely affect, its business or financial condition.
4.01.24. it is not a party to any contract or under default under any
contractual obligations which materially and adversely affects, or is likely to
materially and adversely affect, its ability to perform hereunder.
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4.02 The Administrator covenants and agrees that:
4.02.01. it shall comply with all federal and state laws, rules and
regulations applicable to it, and to the extent it is given prior opportunity
to review and approve the same, it will use good faith efforts to comply in all
material respects with any applicable procedures adopted by the Board, and with
the provisions of the Trust's Organizational Documents and Trust Materials.
4.02.02. it will make available to the Trust, upon reasonable request in the
ordinary course of business, such books and records of any Portfolio that are
maintained under this Agreement and reasonably available for review, and will
furnish to regulatory authorities having the requisite authority any such books
and records and any information or reports in connection with the
Administrator's services under this Agreement that may be requested in order to
ascertain whether the operations of the Trust are being conducted in a manner
consistent with applicable laws and regulations.
SECTION 5 LIMITATION OF LIABILITY AND INDEMNIFICATION
5.01 THE DUTIES OF THE ADMINISTRATOR SHALL BE CONFINED TO THOSE EXPRESSLY SET
FORTH IN THIS AGREEMENT, AND NO IMPLIED DUTIES ARE ASSUMED BY OR MAY BE ASSERTED
AGAINST THE ADMINISTRATOR. EXCEPT TO THE EXTENT ARISING OUT OF THE
ADMINISTRATOR'S BAD FAITH, FRAUD, GROSS NEGLIGENCE (AS DEFINED HEREIN) WILFUL
MISFEASANCE OR CRIMINAL MISCONDUCT IN THE PERFORMANCE OF THE SERVICES UNDER THIS
AGREEMENT, THE ADMINISTRATOR'S AGGREGATE LIABILITY TO THE TRUST WILL BE LIMITED
TO MONETARY DAMAGES NOT TO EXCEED THE GREATER OF (i) THE AMOUNT OF FEES PAID
HEREUNDER DURING THE TWENTY-FOUR MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING
RISE TO THE FIRST SUCH CLAIM TO OCCUR; AND ONE MILLION DOLLARS ($1,000,000). For
the avoidance of doubt, the Administrator shall not be responsible for any
breach in the performance of its obligations under this Agreement to the extent
due to (i) the failure or delay of the Trust or its agents to perform its
obligations under this Agreement or (ii) the Administrator's reliance on Trust
Data. Each party shall have the duty to mitigate its damages for which another
party may become responsible. As used in this Section 5, the term
"Administrator" shall include the officers, directors, employees, affiliates and
agents of the Administrator as well as that entity itself. NOTWITHSTANDING ANY
OTHER PROVISION OF THIS AGREEMENT TO THE CONTRARY, IN NO EVENT SHALL EITHER
PARTY BE LIABLE FOR ANY INCIDENTAL, INDIRECT, SPECIAL, PUNITIVE, CONSEQUENTIAL,
OR OTHER NON-DIRECT DAMAGES OF ANY KIND ARISING FROM OR RELATING TO THIS
AGREEMENT WHETHER SUCH LIABILITY IS PREDICATED ON CONTRACT, STRICT LIABILITY, OR
ANY OTHER THEORY AND REGARDLESS OF WHETHER THE PARTY IS ADVISED OF THE
POSSIBILITY OF ANY SUCH DAMAGES.
5.02 The Administrator may, from time to time, provide to the Trust services and
products ("Special Third Party Services") from external third party sources that
are telecommunication carriers, Pricing Sources, data feed providers or other
similar service providers ("Special Third Party Vendors"). The Trust
acknowledges and agrees that the Special Third Party Services are confidential
and proprietary trade secrets of the Special Third Party Vendors. Accordingly,
the Trust shall honor requests by the Administrator and the Special Third Party
Vendors to protect their proprietary rights in their data, information and
property including requests that the Trust place copyright notices or other
proprietary legends on printed matter, print outs, tapes, disks, film or any
other medium of dissemination. The Trust further acknowledges and agrees that
all Special Third Party Services are provided on an "AS IS WITH ALL FAULTS"
basis solely for such Trust's
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internal use, and as an aid in connection with the receipt of the Services.
The Trust may use Special Third Party Services as normally required on
view-only screens and hard copy statements, reports and other documents
necessary to support the Trust's investors, however the Trust shall not
distribute any Special Third Party Services to other third parties. THE SPECIAL
THIRD PARTY VENDORS AND THE ADMINISTRATOR MAKE NO WARRANTIES, EXPRESS OR
IMPLIED, AS TO MERCHANTABILITY, FITNESS FOR A PARTICULAR USE, OR ANY OTHER
MATTER WITH RESPECT TO ANY OF THE SPECIAL THIRD PARTY SERVICES. NEITHER THE
ADMINISTRATOR NOR THE SPECIAL THIRD PARTY VENDORS SHALL BE LIABLE FOR ANY
DAMAGES SUFFERED BY THE TRUST IN THE USE OF ANY OF THE SPECIAL THIRD PARTY
SERVICES, INCLUDING, WITHOUT LIMITATION, LIABILITY FOR ANY INCIDENTAL,
CONSEQUENTIAL OR SIMILAR DAMAGES.
5.03 The Trust, on behalf of each Portfolio, shall indemnify, defend and hold
harmless the Administrator from and against and the Administrator shall have no
liability in connection with 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: (i) any act or omission of the Administrator in carrying
out its duties hereunder or as a result of the Administrator's reliance upon any
instructions, notice or instrument that the Administrator reasonably believes is
genuine and signed or presented by an authorized Person of the Trust; (ii) any
violation by the Trust or any agent of the Trust of any applicable investment
policy, law or regulation, (iii) any misstatement or omission in the Trust
Materials or any Trust Data; (iv) any breach by the Trust of any representation,
warranty or agreement contained in this Agreement; (v) any act or omission of
the Trust, a Special Third Party Vendor, the Trust's other service providers
(such as custodians, prime brokers, transfer agents, the Investment Adviser and
sub-advisers); (vi) any pricing error caused by the failure of the Trust's
Investment Adviser or sub-adviser to provide a trade ticket or for incorrect
information included in any trade ticket; or (vii) any act or omission of the
Administrator as a result of the Administrator's compliance with the
Regulations, including, but not limited to, returning an investor's Investment
or restricting the payment of redemption proceeds; PROVIDED THAT the
indemnification under this clause 5.03 shall not apply to the extent any such
loss, damage or expense is caused by or arises from the Administrator's bad
faith, fraud, Gross Negligence, wilful misfeasance or criminal conduct in the
performance of the Services under this Agreement.
5.04 The Administrator may apply to the Trust, the Investment Adviser or any
Person acting on the Trust's behalf at any time for instructions and may
consult counsel for the Trust or the Investment Adviser or with accountants,
counsel and other experts with respect to any matter arising in connection with
the Administrator's duties hereunder, 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 advice of counsel, accountants or
other experts. The Administrator will not consult with the Trust's or the
Investment Adviser's counsel pursuant to this SECTION 5.04 without the
knowledge of the Trust's officers. Also, the Administrator shall not be liable
for actions taken pursuant to any document which it reasonably believes to be
genuine and to have been signed by the proper Person or Persons. The
Administrator shall not be held to have notice of any change of authority of
any officer, employee or agent of the Trust until receipt of written notice
thereof. To the extent that the Administrator consults with the Trust counsel
pursuant to this provision, any such reasonable expense shall be borne by the
Trust.
5.05 The Administrator shall have no liability for its reliance on Trust Data
or the performance or omissions of unaffiliated third parties such as, by way
of example and not limitation, transfer agents, sub-transfer agents,
custodians, prime brokers, placement agents, third party marketers, asset data
service providers, the Investment Adviser or sub-advisers,
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current third party service providers, Pricing Sources, software providers,
printers, postal or delivery services, telecommunications providers and
processing and settlement services. The Administrator may rely on and shall
have no duty to investigate or confirm the accuracy or adequacy of any
information provided by any of the foregoing third parties.
5.06 The Administrator shall have no obligations with respect to any laws
relating to the distribution, purchase or sale of Shares. Further, the Trust
assumes full responsibility for the preparation, contents and distribution of
its Trust Materials and its compliance with any applicable laws, rules, and
regulations.
5.07 The indemnification rights hereunder shall include the right to reasonable
advances of defense expenses on an as-incurred basis in the event of any
pending or threatened litigation or Action with respect to which
indemnification hereunder may ultimately be merited. In the event it is
ultimately determined by a court of final jurisdiction that the Administrator
is not entitled to indemnification hereunder, then the Administrator shall
promptly return any previously advanced expenses. If in any case the Trust is
asked to indemnify or hold the Administrator harmless, the Administrator shall
promptly advise the Trust of the pertinent facts concerning the situation in
question, and 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, but
failure to do so shall not affect the rights hereunder.
5.08 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 advance to the Administrator the fees and expenses of
any counsel retained by the Administrator as such expenses are incurred by the
Administrator. None of the parties hereto shall settle or compromise any action,
suit, proceeding or claim if such settlement or compromise provides for an
admission of liability on the part of the indemnified party without such
indemnified party's written consent.
5.09 THE TRUST AND THE ADMINISTRATOR HAVE FREELY AND OPENLY NEGOTIATED THIS
AGREEMENT, INCLUDING THE PRICING, WITH THE KNOWLEDGE THAT THE LIABILITY OF THE
PARTIES IS TO BE LIMITED IN ACCORDANCE WITH THE PROVISIONS OF THIS AGREEMENT.
5.10 The provisions of this Section 5 shall survive the termination of this
Agreement.
SECTION 6 VALUATION
The Administrator is entitled to rely on the price and value information
(hereinafter "Valuation Information") provided by brokers and custodians,
investment advisors (including, without limitation, the sponsor) of any
underlying fund in which the Trust invests, if applicable, or any third-party
pricing services selected by the Administrator, the Trust's investment advisor
or the Trust (collectively hereinafter referred to as the "Pricing Sources") as
reasonably necessary in the performance of the Services. The Administrator
shall have no obligation to obtain Valuation Information from any sources other
than the Pricing Sources and may rely on estimates provided by the Trust's
Investment Adviser. The Administrator shall have no liability or responsibility
for the accuracy of the Valuation Information provided by a Pricing Source or
the delegate of a
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Pricing Source and the Trust shall indemnify and defend the Administrator
against any loss, damages, costs, charges or reasonable counsel fees and
expenses in connection with any inaccuracy of such Valuation Information. The
Trust shall not use Valuation Information for any purpose other than in
connection with the Services and in accordance with the provisions of this
Agreement.
SECTION 7 ALLOCATION OF CHARGES AND EXPENSES
7.01 THE ADMINISTRATOR. The Administrator shall furnish at its own expense the
personnel necessary to perform its obligations under this Agreement.
7.02 PORTFOLIO EXPENSES. The Trust, on behalf of each Portfolio, assumes and
shall pay or cause to be paid all expenses of a Portfolio not otherwise
allocated in this Agreement, and the Trust shall reimburse the Administrator
for its reasonable costs and out-of-pocket expenses incurred in the performance
of the Services, including all reasonable charges for independent third party
audit charges, printing, copying, postage, telephone, and fax charges incurred
by the Administrator in the performance of its duties.
SECTION 8 COMPENSATION
8.01 FEES. The Trust (or the Investment Adviser as applicable) shall pay to the
Administrator compensation for the services performed by the Administrator
pursuant to this Agreement, such fees as set forth in the written fee schedule
annexed hereto as Schedule III and incorporated herein. The Trust shall have no
right of set-off. The fees set forth herein are determined based on the
characteristics of the each Portfolio as of the Effective Date. Any material
change to the characteristics to a Portfolio may give rise to an adjustment to
the fees set forth in this Agreement. In the event of such a change, the
parties shall negotiate any adjustment to the fees payable hereunder in good
faith provided, however, that if the parties cannot in good faith agree on such
adjustment to the fees within a reasonable period of time, the Administrator
may terminate this Agreement upon thirty days prior written notice to the
Trust. The Trust (or Investment Adviser, as applicable) shall pay the
Administrator's fees monthly in U.S. Dollars, unless otherwise agreed to by the
parties. The Trust (or Investment Adviser, as applicable) shall pay, or cause
to have paid, the foregoing fees despite the existence of any dispute among the
parties. If this Agreement becomes effective subsequent to the first day of any
calendar month or terminates before the last day of any calendar 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 in Schedule III.
SECTION 9 DURATION AND TERMINATION
9.01 TERM AND RENEWAL. This Agreement shall become effective as of the Effective
Date and shall remain in effect for a period of three years from and after the
Live Date (the "Initial Term"), and thereafter shall automatically renew for
successive one year terms (each such period, a "Renewal Term") unless terminated
by any party giving written notice of non-renewal at least ninety days prior to
the last day of the then current term to each other party hereto.
9.02 TERMINATION FOR CAUSE.
9.02.01. This Agreement may be terminated forthwith by any party giving notice
in writing to the other parties if at anytime the other party or parties have
been first (i) notified in writing that such party shall have materially failed
to perform its duties and obligations under this Agreement (such notice shall
be of the
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specific asserted material breach) ("Breach Notice") and (ii) the party
receiving the Breach Notice shall not have remedied the noticed failure within
ninety days after receipt of the Breach Notice requiring it to be remedied.
9.02.02. This Agreement may be terminated with respect to a particular Portfolio
by any party giving forty-five days prior notice in writing to the other parties
prior to the Liquidation (as hereinafter defined) of such Portfolio. For
purposes of this Section 9.02.02, the term "Liquidation" shall mean a
transaction in which all the assets of a Portfolio are sold or otherwise
disposed of and proceeds there from are distributed in cash to the shareholders
in complete liquidation of the interests of shareholders in such Portfolio. A
termination pursuant to this Section 9.02.02 shall be effective as of the date
of such Liquidation. Notwithstanding the foregoing, the right to terminate set
forth in this Section 9.02.02 shall not relieve such Portfolio of its obligation
to pay the fees set forth on Schedule III for the remainder of the forty-five
day period set forth in this Section 9.02.02, which amount shall be payable
prior to the effective date of such liquidation.
9.02.03. Notwithstanding anything contained in this Agreement to the contrary,
in the event of a merger, acquisition, change in control, re-structuring,
re-organization or any other decision involving the Trust or any affiliate (as
defined in the 0000 Xxx) of the Trust that causes it to cease to use the
Administrator as a provider of the Services in favor of another service
provider (hereinafter, an "Early Termination") prior to the last to occur of
(a) the date that is the third anniversary of the Live Date and (b) the
expiration of the then current term of this Agreement, the Administrator shall
use reasonable efforts to facilitate the deconversion of the Trust to such
successor service provider; provided, however that the Administrator makes no
guaranty that such deconversion shall happen as of any particular date. In the
event the parties agree to an Early Termination, the parties will agree upon
the effective date of such Early Termination and, on or before such effective
date, (i) the Trust shall not be in material breach of the Agreement and (ii)
the Investment Adviser shall pay the Buyout Amount to Administrator in the
manner set forth below. As used herein, the term "Buyout Amount" shall mean the
greater of 1/12 (th) of the annual minimum fee multiplied by the number of
months remaining in the then current term, or $125,000 if the Trust consists of
only one Portfolio and $250,000 if the Trust consists of more than one
Portfolio. The Investment Adviser shall pay the Buyout Amount to Administrator
prior to Early Termination by means of wire or other immediately available
funds.
9.03 EFFECT OF TERMINATION.
9.03.01. The termination of this Agreement shall be without prejudice to any
rights that may have accrued hereunder to any party hereto prior to such
termination.
9.03.02. After termination of this Agreement and upon payment of all accrued
fees, reimbursable expenses and other moneys owed to the Administrator, the
Administrator shall deliver to the Trust, or as it shall direct, all books of
account, records, registers, correspondence, documents and assets relating to
the affairs of or belonging to the Trust in the possession of or under the
control of the Administrator or any of its agents or delegates.
9.03.03. In the event any and all accrued fees, reimbursable expenses and other
moneys owed to the Administrator hereunder remain unpaid in whole or in part
for more than thirty days past due, the Administrator, without further notice,
may take any and all actions it deems necessary to collect such amounts due,
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and any and all of its collection expenses, costs and fees shall be paid by the
Trust, including, without limitation, administrative costs, reasonable
attorneys fees, court costs, collection agencies or agents and interest.
SECTION 10 CONFLICTS OF INTEREST
10.01 NON-EXCLUSIVE. The services of the Administrator rendered to the Trust
are not deemed to be exclusive. The Administrator is free to render such
services to others. The Administrator shall not be deemed to be affected by
notice of, or to be under any duty to disclose to the Trust or Person acting on
the Trust's behalf, information which has come into its possession or the
possession of an Interested Party in the course of or in connection with
providing administrative or other services to any other person or in any manner
whatsoever other than in the course of carrying out its duties pursuant to this
Agreement.
10.02 RIGHTS OF INTERESTED PARTIES. Subject to applicable law, nothing herein
contained shall prevent:
10.02.01. an Interested Party from buying, holding, disposing of or otherwise
dealing in any Shares for its own account or the account of any of its
customers or from receiving remuneration in connection therewith, with the same
rights which it would have had if the Administrator were not a party to this
Agreement; provided, however, that the prices quoted by the Administrator are
no more favorable to the Interested Party than to a similarly situated investor
in or redeeming holder of Shares;
10.02.02. an Interested Party from buying, holding, disposing of or otherwise
dealing in any securities or other investments for its own account or for the
account of any of its customers and receiving remuneration in connection
therewith, notwithstanding that the same or similar securities or other
investments may be held by or for the account of the Trust;
10.02.03. an Interested Party from receiving any commission or other
remuneration which it may negotiate in connection with any sale or purchase of
Shares or Investments effected by it for the account of the Trust; provided,
however, that the amount of such commission or other remuneration is negotiated
at arm's length; and
10.02.04. an Interested Party from contracting or entering into any financial,
banking or other transaction with the Trust or from being interested in any
such contract or transaction; provided, however, that the terms of such
transaction are negotiated at arm's length.
SECTION 11 CONFIDENTIALITY
11.01 CONFIDENTIAL INFORMATION. The Administrator and the Trust (in such
capacity, the "Receiving Party") acknowledge and agree to maintain the
confidentiality of Confidential Information (as hereinafter defined) provided
by the Administrator and the Trust (in such capacity, the "Disclosing Party")
in connection with this Agreement. The Receiving Party shall not disclose or
disseminate the Disclosing Party's Confidential Information to any Person other
than those employees, agents, contractors, subcontractors and licensees of the
Receiving Party, or to those employees, agents, technology service providers,
contractors, subcontractors, licensors and licensees of any agent or affiliate,
who have a need to know it in order to assist the Receiving Party in performing
its obligations, or to permit the Receiving Party to exercise its rights under
this Agreement. In addition, the
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Receiving Party (a) shall take all Reasonable Steps to prevent unauthorized
access to the Disclosing Party's Confidential Information, and (b) shall not
use the Disclosing Party's Confidential Information, or authorize other Persons
to use the Disclosing Party's Confidential Information, for any purposes other
than in connection with performing its obligations or exercising its rights
hereunder. As used herein, "Reasonable Steps" means steps that a party takes to
protect its own, similarly confidential or proprietary information of a similar
nature, which steps shall in no event be less than a reasonable standard of
care.
The term "Confidential Information," as used herein, means all business
strategies, plans and procedures, proprietary information, methodologies, data
and trade secrets, and other confidential information including, without
limitation, any non-public personal information (as defined in Regulation S-P)
of the Disclosing Party, its affiliates, their respective clients or suppliers,
or other Persons with whom they do business, that may be obtained by the
Receiving Party from any source or that may be developed as a result of this
Agreement, the terms of (or any exercise of rights granted by) this Agreement,
the Trust's portfolio, trading or position information, technical data; trade
secrets; know-how; business processes; product plans; product designs; service
plans; services; customer lists and customers; markets; software; developments;
inventions; processes; formulas; technology; designs; drawings; and marketing,
distribution or sales methods and systems; sales and profit figures or other
financial information that is disclosed, directly or indirectly, to the
Receiving Party by or on behalf of the Disclosing Party, whether in writing,
orally or by other means and whether or not such information is marked as
confidential.
11.02 EXCLUSIONS. The provisions of this Section 11 respecting Confidential
Information shall not apply to the extent, but only to the extent, that such
Confidential Information: (a) is already known to the Receiving Party free of
any restriction at the time it is obtained from the Disclosing Party, (b) is
subsequently learned from an independent third party free of any restriction
and without breach of this Agreement; (c) is or becomes publicly available
through no wrongful act of the Receiving Party or any third party; (d) is
independently developed by or for the Receiving Party without reference to or
use of any Confidential Information of the Disclosing Party; or (e) is required
to be disclosed pursuant to an applicable law, rule, regulation, government
requirement or court order, or the rules of any stock exchange (provided,
however, that the Receiving Party shall advise the Disclosing Party of such
required disclosure promptly upon learning thereof in order to afford the
Disclosing Party a reasonable opportunity to contest, limit and/or assist the
Receiving Party in crafting such disclosure).
11.03 PERMITTED DISCLOSURE. The Receiving Party shall advise its employees,
agents, contractors, subcontractors and licensees, and shall require its
affiliates to advise their employees, agents, contractors, subcontractors and
licensees, of the Receiving Party's obligations of confidentiality and non-use
under this Section 11, and shall be responsible for ensuring compliance by its
and its affiliates' employees, agents, contractors, subcontractors and
licensees with such obligations. In addition, the Receiving Party shall require
all Persons that are provided access to the Disclosing Party's Confidential
Information, other than the Receiving Party's accountants and legal counsel, to
execute confidentiality or non-disclosure agreements containing provisions
substantially similar to those set forth in this Section 11. The Receiving
Party shall promptly notify the Disclosing Party in writing upon learning of
any unauthorized disclosure or use of the Disclosing Party's Confidential
Information by such Persons.
11.04 EFFECT OF TERMINATION. Upon the Disclosing Party's written request
following the termination of this Agreement, the Receiving Party promptly shall
return to the Disclosing Party, or destroy, all Confidential Information of the
Disclosing Party provided under or in connection with this Agreement, including
all copies, portions and summaries thereof.
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Notwithstanding the foregoing sentence, (a) the Receiving Party may retain one
copy of each item of the Disclosing Party's Confidential Information for
purposes of identifying and establishing its rights and obligations under this
Agreement, for archival or audit purposes and/or to the extent required by
applicable law, and (b) the Administrator shall have no obligation to return or
destroy Confidential Information of Trust that resides in save tapes of
Administrator; provided, however, that in either case all such Confidential
Information retained by the Receiving Party shall remain subject to the
provisions of Section 11 for so long as it is so retained. If requested by the
Disclosing Party, the Receiving Party shall certify in writing its compliance
with the provisions of this Section 11.
SECTION 12 MISCELLANEOUS PROVISIONS
12.01 INTERNET ACCESS. Data and information may be made electronically
accessible to Trust, its Investment Adviser and/or sub-adviser(s) and its
investors through Internet access to one or more web sites provided by the
Administrator ("Web Access"). As between the Trust and Administrator, the
Administrator shall own all right, title and interest to such Web Access,
including, without limitation, all content, software, interfaces,
documentation, data, trade secrets, design concepts, "look and feel"
attributes, enhancements, improvements, ideas and inventions and all
intellectual property rights inherent in any of the foregoing or appurtenant
thereto including all patent rights, copyrights, trademarks, know-how and trade
secrets (collectively, the "Proprietary Information"). Trust recognizes that
the Proprietary Information is of substantial value to the Administrator and
shall not use or disclose the Proprietary Information except as specifically
authorized in writing by the Administrator. Use of the Web Access by Trust or
its agents or investors will be subject to any additional terms of use set
forth on the web site. All Web Access and the information (including text,
graphics and functionality) on the web sites related to such Web Access is
presented "As Is" and "As Available" without express or implied warranties
including, but not limited to, implied warranties of non-infringement,
merchantability and fitness for a particular purpose. The Administrator neither
warrants that the Web Access will be uninterrupted or error free, nor
guarantees the accessibility, reliability, performance, timeliness, sequence,
or completeness of information provided on the Web Access.
12.02 INDEPENDENT CONTRACTOR. In making, and performing under, this Agreement,
the Administrator shall be deemed to be acting as an independent contractor of
Trust and neither the Administrator nor its employees shall be deemed an agent,
affiliate, legal representative, joint venturer or partner of Trust. No party
is authorized to bind any other party to any obligation, affirmation or
commitment with respect to any other Person.
12.03 ASSIGNMENT; BINDING EFFECT. Trust may not assign, delegate or transfer,
by operation of law or otherwise, this Agreement (in whole or in part), or any
of Trust's obligations hereunder, without the prior written consent of the
Administrator, which consent shall not be unreasonably withheld or delayed. The
Administrator may assign or transfer, by operation of law or otherwise, all or
any portion of its rights under this Agreement to an affiliate of the
Administrator upon written notice to the Trust, provided that such affiliate
agrees in advance and in writing to be bound by the terms, conditions and
provisions of this Agreement. The Administrator may not assign or transfer, by
operation of law or otherwise, this Agreement (in whole or in part), to any
unaffiliated entity without the prior written consent of the Trust, which
consent shall not be unreasonably withheld or delayed. Subject to the
foregoing, all of the terms, conditions and provisions of this Agreement shall
be binding upon and shall inure to the benefit of each party's successors and
permitted assigns. Any assignment, delegation, or transfer in violation of this
provision shall be void and without legal effect.
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12.04 AGREEMENT FOR SOLE BENEFIT OF THE ADMINISTRATOR AND THE TRUST. This
Agreement is for the sole and exclusive benefit of the Administrator and the
Trust and will not be deemed to be for the direct or indirect benefit of either
(i) the clients or customers of the Administrator or the Trust or (ii) the
Investment Adviser. The clients or customers of the Administrator, the Trust or
the Investment Adviser will not be deemed to be third party beneficiaries of
this Agreement nor to have any other contractual relationship with the
Administrator by reason of this Agreement.
12.05 GOVERNING LAW; JURISDICTION. This Agreement shall be governed by and
construed in accordance with the laws of the State of New York without giving
effect to any choice or conflict of law provision or rule that would cause the
application of the laws of any other jurisdiction. To the extent that the
applicable laws of the State of New York, or any of the provisions of this
Agreement, conflict with the applicable provisions of the 1940 Act, the
Securities Act of 1933 or the Securities Exchange Act of 1934, the latter shall
control. Each party to this Agreement, by its execution hereof, hereby
irrevocably submits to the nonexclusive jurisdiction of the courts of the State
of New York for the purpose of any action between the parties arising in whole
or in part under or in connection with this Agreement
12.06 EQUITABLE RELIEF. Each party agrees that any other party's violation of
the provisions of Section 11 (Confidentiality) may cause immediate and
irreparable harm to the other party for which money damages may not constitute
an adequate remedy at law. Therefore, the parties agree that, in the event
either party breaches or threatens to breach said provision or covenant, the
other party shall have the right to seek, in any court of competent
jurisdiction, an injunction to restrain said breach or threatened breach,
without posting any bond or other security.
12.07 DISPUTE RESOLUTION. Whenever either party desires to institute legal
proceedings against the other concerning this Agreement, it shall provide
written notice to that effect to such other party. The party providing such
notice shall refrain from instituting said legal proceedings for a period of
thirty days following the date of provision of such notice. During such period,
the parties shall attempt in good faith to amicably resolve their dispute by
negotiation among their executive officers. This Section 12.07 shall not
prohibit either party from seeking, at any time, equitable relief as permitted
under Section 12.06.
12.08 NOTICE. All notices provided for or permitted under this Agreement (except
for correspondence between the parties related to operations in the ordinary
course) shall be deemed effective upon receipt, and shall be in writing and (a)
delivered personally, (b) sent by commercial overnight courier with written
verification of receipt, or (c) sent by certified or registered U.S. mail,
postage prepaid and return receipt requested, to the party to be notified, at
the address for such party set forth below, or at such other address of such
party specified in the opening paragraph of this Agreement. Notices to the
Administrator shall be sent to the attention of: General Counsel, SEI
Investments Global Funds Services, Xxx Xxxxxxx Xxxxxx Xxxxx, Xxxx, Xxxxxxxxxxxx
00000, with a copy, given in the manner prescribed above, to the Trust's current
relationship manager. Notices to the Trust shall be sent to the persons
specified in Schedule IV.
12.09 ENTIRE AGREEMENT; AMENDMENTS. This Agreement sets forth the entire
understanding of the parties with respect to the subject matter hereof. This
Agreement supersedes all prior or contemporaneous representations, discussions,
negotiations, letters, proposals, agreements and understandings between the
parties hereto with respect to the subject matter hereof, whether written or
oral. This Agreement may be amended, modified or supplemented only by a written
instrument duly executed by an authorized representative of each of the
parties.
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12.10 SEVERABILITY. Any provision of this Agreement that is determined to be
invalid or unenforceable in any jurisdiction shall be ineffective to the extent
of such invalidity or unenforceability in such jurisdiction, without rendering
invalid or unenforceable the remaining provisions of this Agreement or
affecting the validity or enforceability of such provision in any other
jurisdiction. If a court of competent jurisdiction declares any provision of
this Agreement to be invalid or unenforceable, the parties agree that the court
making such determination shall have the power to reduce the scope, duration,
or area of the provision, to delete specific words or phrases, or to replace
the provision with a provision that is valid and enforceable and that comes
closest to expressing the original intention of the parties, and this Agreement
shall be enforceable as so modified.
12.11 WAIVER. Any term or provision of this Agreement may be waived at any time
by the party entitled to the benefit thereof by written instrument executed by
such party. No failure of either party hereto to exercise any power or right
granted hereunder, or to insist upon strict compliance with any obligation
hereunder, and no custom or practice of the parties with regard to the terms of
performance hereof, will constitute a waiver of the rights of such party to
demand full and exact compliance with the terms of this Agreement.
12.12 ANTI-MONEY LAUNDERING LAWS. In connection with performing the Services
set forth herein, the Administrator may provide information that the Trust may
rely upon in connection with Trust's compliance with applicable laws, policies
and regulations aimed at the prevention and detection of money laundering
and/or terrorism activities (hereinafter, the "Regulations"). Trust and the
Administrator agree that the Trust shall be responsible for its compliance with
all such Regulations. It shall be a condition precedent to providing Services
to the Trust under this Agreement and the Administrator shall have no liability
for non-performance of its obligations under this Agreement unless it is
satisfied, in its absolute discretion, that it has sufficient and appropriate
information and material to discharge its obligations under the Regulations,
and that the performance of such obligations will not violate any Regulations
applicable to it. Without in any way limiting the foregoing, the Trust
acknowledges that the Administrator is authorized to return an investor's
Investment in any Portfolio and take any action necessary to restrict repayment
of redemption proceeds to the extent necessary to comply with its obligations
pursuant to the Regulations.
12.13 FORCE MAJEURE. No breach of any obligation of a party to this Agreement
(other than obligations to pay amounts owed) will constitute an event of
default or breach to the extent it arises out of a cause, existing or future,
that is beyond the control and without negligence of the party otherwise
chargeable with breach or default, including without limitation: work action or
strike; lockout or other labor dispute; flood; war; riot; theft; act of
terrorism, earthquake or natural disaster. Either party desiring to rely upon
any of the foregoing as an excuse for default or breach will, when the cause
arises, give to the other party prompt notice of the facts which constitute
such cause; and, when the cause ceases to exist, give prompt notice thereof to
the other party.
12.14 EQUIPMENT FAILURES. In the event of equipment failures beyond the
Administrator's reasonable control, the Administrator shall take all 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.
12.15 NON-SOLICITATION. During the term of this Agreement and for a period of
one year thereafter, unless the Administrator waives this requirement, the
Trust shall not solicit, make an offer of employment to, or enter into a
consulting relationship with, any person who was an employee of the
Administrator who worked directly on the account of the
16
Trust at the Administrator during the term of this Agreement. If the Trust
breaches this provision, the Trust shall pay to the Administrator liquidated
damages equal to 100% of the most recent six month salary of the
Administrator's former employee together with all legal fees reasonably
incurred by the Administrator in enforcing this provision. The foregoing
restriction on solicitation does not apply to unsolicited applications for
jobs, responses to public advertisements or candidates submitted by recruiting
firms, provided that such firms have not been contacted to circumvent the
spirit and intention of this Section 12.15.
12.16 HEADINGS. All Section headings contained in this Agreement are for
convenience of reference only, do not form a part of this Agreement and will
not affect in any way the meaning or interpretation of this Agreement.
12.17 COUNTERPARTS. This Agreement may be executed in two or more counterparts,
all of which shall constitute one and the same instrument. Each such
counterpart shall be deemed an original, and it shall not be necessary in
making proof of this Agreement to produce or account for more than one such
counterpart. This Agreement shall be deemed executed by both parties when any
one or more counterparts hereof or thereof, individually or taken together,
bears the original facsimile or scanned signatures of each of the parties.
12.18 PUBLICITY. Except to the extent required by applicable law, neither the
Administrator nor the Trust shall issue or initiate any press release arising
out of or in connection with this Agreement or the Services rendered hereunder;
provided, however, that if no special prominence is given or particular
reference made to the Trust over other clients, nothing herein shall prevent
the Administrator from (i) placing the Trust on the Administrator's client
list(s) (and sharing such list(s) with current or potential clients of the
Administrator) or (ii) otherwise orally disclosing that Trust is a client of
the Administrator at presentations, conferences or other similar meetings. If
the Administrator desires to engage in any type of publicity other than as set
forth in subsections (i) through (ii) above or if Trust desires to engage in
any type of publicity, the party desiring to engage in such publicity shall
obtain the prior written consent of the other party hereto, such consent not to
be unreasonably withheld, delayed or conditioned.
12.19 INSURANCE. Each party hereto shall maintain appropriate insurance
coverage with respect to such party's responsibilities hereunder; provided,
however, that the amount of insurance coverage shall in no way affect a party's
obligations or liability as otherwise set forth in this Agreement. Without
limiting the foregoing, in the event that the Administrator makes an employee
of the Administrator available to the Trust to serve as an officer of the
Trust, the Trust shall maintain professional liability (directors' & officers'
and errors and omissions) insurance with limits of not less than $5 Million per
occurrence ("Officer Insurance Minimum"). The Trust shall provide a certificate
of insurance to the Administrator prior to Administrator providing Services to
the Portfolio and annually thereafter upon Administrator's request. Such
certificate of insurance shall contain an agreement by the issuing insurance
company that such insurance shall not be materially changed, cancelled or
terminated upon less than thirty days prior written notice to Administrator.
Directors' & officers' insurance shall be acquired only through insurance
companies having an A.M. Best rating of A- VIII or better. The Trust shall
promptly notify the Administrator should its insurance coverage with respect to
professional liability be cancelled or fall below the Officer Insurance
Minimum, such notification to include the date of cancellation, if applicable.
[The remainder of this page has intentionally been left blank.]
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IN WITNESS WHEREOF, the parties hereto have executed and delivered
this Agreement as of the Effective Date.
ADMINISTRATOR: TRUST:
SEI INVESTMENTS GLOBAL FUNDS SERVICES XXXXXX SERIES TRUST
By: /s/ Xxxx Xxxxxxxxx By: /s/ Xxxxxxx Xxxxxxx
----------------------- -----------------------
Name: Xxxx Xxxxxxxxx Name: Xxxxxxx Xxxxxxx
----------------------- -----------------------
Title: SVP Title: President
----------------------- -----------------------
SCHEDULE I
PORTFOLIOS
Xxxxxx Global Equity Portfolio
SCHEDULE II
LIST OF SERVICES
(a) Maintain the Trust's accounting books and records;
(b) Obtain fund security valuations from appropriate sources consistent with
the Trust's pricing and valuation policies, and calculate net asset value
of each fund and class;
(c) Compute yields, total return, expense ratios, fund turnover rate and
average dollar-weighted fund maturity, as appropriate;
(d) Track and validate income and expense accruals, analyze and modify expense
accrual changes periodically, and process expense disbursements to vendors
and service providers, including for the avoidance of doubt, the tracking,
validating and processing of distribution, shareholder servicing and other
fees payable to distribution agents or consultants;
(e) Perform cash processing such as recording paid-in capital activity,
perform necessary reconciliations with the transfer agent, the custodian
and provide cash availability data to the Investment Adviser, if requested;
(f) Calculate required ordinary income and capital gains distributions,
coordinate estimated cash payments, and perform necessary reconciliations
with the transfer agent;
(g) Provide standardized performance reporting data to the Trust and its
Investment Adviser and third party providers (such as Morningstar, Lipper
and Bloomberg) as requested by the Investment Adviser;
(h) Provide performance, financial and expense information for registration
statements and proxies;
(i) Communicate net asset value, yield, total return or other financial data
to appropriate third party reporting agencies, and assist in resolution of
errors reported by such third party agencies;
(j) Prepare Trust's financial statements in accordance with US GAAP and
Regulation S-X for review by Investment Adviser, the Trustees and
independent auditors, manage annual and semi-annual report preparation
process, perform ASC 740 analysis, coordinate with independent auditors on
the annual audit, prepare Forms N-SAR and 24f-2, provide fund performance
data for annual report, coordinate printing and delivery of annual and
semi-annual reports to shareholders, and file Form N-SAR, Form 24f-2 and
annual/semi-annual reports via XXXXX;
(k) Monitor each Portfolio's compliance with the requirements of Subchapter M
of the Internal Revenue Code with respect to status as a regulated
investment company and promptly notify the Investment Adviser of any
potential breaches of such requirements; Administrator will notify
investment Adviser if any excise tax is owed upon completion of the annual
excise tax return;
(l) Prepare and file federal and state income and excise tax returns for the
Trust, and provide data for year-end 1099s and supplemental tax letters;
(m) Provide such fund accounting and financial reports in connection with
quarterly meetings of the Board of Trustees as are required or as the Board
may reasonably request;
(n) Manage the proxy process, including evaluating proxy distribution
channels, coordinating with outside service provider to distribute proxies,
track shareholder responses and tabulate voting results, and managing the
proxy solicitation vendor if necessary;
(o) Provide individuals to serve as officers of the Trust, including CEO, CFO
and CCO, as requested;
(p) Coordinate with the Investment Adviser and Trust's counsel on drafting,
review and filing of registration statements and proxies, and coordinate
printing and delivery of prospectuses, proxies and shareholder reports;
(q) Coordinate the Trust's Board of Trustees' schedule, agenda and production
of Board meeting materials, and attend Board meetings (if requested);
(r) Provide consultation to the Trust and its Investment Adviser on regulatory
matters relating to the operation of the Trust, and update the Trust and
its Investment Adviser on significant regulatory and legislative
developments which may affect the Trust and make certain agreed upon
regulatory filings on behalf of the Trust;
(s) Develop or assist legal counsel to the Trust in the development of
policies and procedures relating to the operation of the Trust;
(t) Act as liaison to legal counsel to the Trust and, where applicable, to
legal counsel to the Trust's independent Trustees;
(u) Coordinate with the Investment Adviser and Trust counsel in the
preparation, review and execution of contracts between the Trust and third
parties, such as the Trust's Investment Adviser, transfer agent, and
custodian, and record-keepers or shareholder service providers;
(v) Assist the Trust in handling and responding to routine regulatory
examinations with respect to records retained or services provided by the
Administrator, and coordinate with Trust's legal counsel in responding to
any non-routine regulatory matters with respect to such matters;
(w) Monitor sales of shares for compliance with state blue sky laws and ensure
as necessary the registration or qualification of shares of the Trust with
appropriate state securities authorities;
(x) On a T+2 post-trade basis and based on the information available to the
Administrator, periodically monitor the Portfolios for compliance with
applicable limitations as set forth in Trust's or any Portfolio's then
current Prospectus or Statement of Additional Information (this provision
shall not relieve the Investment Adviser and sub-advisers, if any, of their
primary day-to-day responsibility for assuring such compliance, including
on a pre-trade basis).
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SCHEDULE IV
NOTICE INSTRUCTION FORM
TO WHOM NOTICES SHOULD BE SENT PURSUANT TO SECTION 12.08 OF THE AGREEMENT:
Name of Party or Parties:
Name of Contact:
Address:
Telephone No.:
Email Address:
3
