ADMINISTRATION AGREEMENT
THIS AGREEMENT is made as of this 1st day of November, 2000, by and
between Millennium Funds, Inc., a Maryland corporation, (the "Fund"), and SEI
Investments Mutual Funds Services (the "Administrator"), a Delaware business
trust.
WHEREAS, the Fund is an open-end management investment company
registered under the Investment Company Act of 1940, as amended (the "1940
Act"), consisting of several series portfolios ("Portfolios"), each of which may
consist of one or more classes of shares of beneficial interest ("Shares"); and
WHEREAS, the Fund desires the Administrator to provide, and the
Administrator is willing to provide, administrative and accounting services to
such Portfolios of the Fund as listed on Schedule A attached hereto ("Schedule
A"), and made a part of this Agreement, on the terms and conditions hereinafter
set forth herein;
NOW, THEREFORE, in consideration of the premises and the covenants
hereinafter contained, the Fund and the Administrator hereby agree as follows:
ARTICLE 1. RETENTION OF THE ADMINISTRATOR. The Fund hereby retains the
Administrator to act as the administrator of the Portfolios and to furnish the
Portfolios with accounting and administrative services as set forth in Article 2
below. The Administrator hereby accepts such employment to perform the duties
set forth below. The Administrator shall, for all purposes herein, be deemed to
be an independent contractor.
ARTICLE 2. ADMINISTRATIVE AND ACCOUNTING SERVICES. The Administrator
shall perform or supervise the performance by others of accounting and
administrative services in connection with the operations of the Portfolios. The
Administrator shall provide the Directors of the Fund with such reports
regarding investment performance and compliance with investment policies and
applicable laws, rules and regulations as they may reasonably request but shall
have no responsibility for supervising the performance of any investment adviser
or sub-adviser, including any investment adviser's or sub-adviser's compliance
with applicable investment policies and applicable laws, rules and regulations
governing investments of the Portfolios. The Administrator may sub-contract with
third parties to perform certain of the services to be performed by the
Administrator hereunder; provided, however, that the Administrator shall remain
principally responsible to the Fund for the acts and omissions of such other
entities.
The Administrator shall provide the Fund with administrative services,
regulatory reporting, fund accounting and related portfolio accounting services,
all necessary office space, equipment, personnel, compensation and facilities
(including facilities for Shareholders' and Directors' meetings) for handling
the affairs of the Portfolios and such other services as the Directors may, from
time to time, reasonably request and the Administrator shall, from time to time,
reasonably determine to be necessary to perform its obligations under this
Agreement. In addition, as reasonably requested by the Fund's Board of Directors
(the "Directors"), the Administrator shall make reports to the Directors
concerning the performance of its obligations hereunder.
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Without limiting the generality of the foregoing, with respect to each
Portfolio, the Administrator shall:
(A) calculate contractual expenses and control all disbursements
and, as appropriate, compute the yields, total return, expense
ratios, portfolio turnover rate and, if required, portfolio
average dollar-weighed maturity;
(B) coordinate with Fund counsel in connection with the
preparation of prospectuses, statements of additional
information, registration statements, and proxy materials;
(C) prepare such reports, applications and documents (including
reports regarding the sale and redemption of Shares as may be
required in order to comply with Federal and state securities
law) as may be necessary or desirable to register the Shares
with state securities authorities, monitor sale of Shares for
compliance with state securities laws, and file with the
appropriate state securities authorities the registration
statements and reports for the Fund and the Shares and all
amendments thereto, as may be necessary or convenient to
register and keep effective the Fund and Shares with state
securities authorities to enable the Fund to make a continuous
offering of its Shares;
(D) assist with the development and preparation of communications
to shareholders, including the annual reports to shareholders,
coordinate mailing prospectuses, notices, proxy statements,
proxies and other reports to shareholders, and supervise and
facilitate the solicitation of proxies solicited by the Fund
for all shareholder meetings, including tabulation process for
shareholder meetings;
(E) coordinate with Fund counsel the preparation and, where
appropriate, negotiation of contracts on behalf of the Fund
with, among others, the Fund's transfer agent, investment
adviser, sub-adviser, distributor, independent accountants,
and custodian;
(F) maintain the general ledger and prepare the financial
statements, including expense accruals and payments, determine
the net asset value of the assets and of the Shares;
(G) calculate performance data for dissemination to information
services covering the investment company industry;
(H) coordinate and supervise the preparation and filing of tax
returns;
(I) coordinate the Fund's board of director's schedule and agenda
and Fund's designated agent's production of board meeting
materials;
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(J) assist with the layout and printing of publicly disseminated
prospectuses and assist with and coordinate layout and
printing of semi-annual and annual reports to shareholders;
(K) assist with the ongoing design, development, and operation of
the Fund, including new portfolio and class investment
objectives, policies and structure;
(L) provide individuals acceptable to the Directors for
nomination, appointment, or election as officers of the Fund,
who will be responsible for the management of certain of the
Fund's affairs as determined by the Directors;
(M) obtain and keep in effect fidelity bonds and directors and
officers/errors and omissions insurance policies for the Fund
in accordance with the requirements of Rule 17g-1 and
paragraph (d)(7) of Rule 17d-1 under the 1940 Act as such
bonds and policies are approved by the Fund's Board of
Directors;
(N) monitor on a secondary basis the regulated investment company
status of the Fund and its Portfolios under the Internal
Revenue Code of 1986, as amended; and
(O) prepare and file with the SEC the semi-annual report for the
Fund on Form N-SAR and all required notices pursuant to Rule
24f-2.
Also, the Administrator will perform other services for the Fund as agreed from
time to time, including, but not limited to performing secondary portfolio
compliance monitoring and reporting on a trade date plus two day basis; internal
audit examinations; mailing the annual reports of the Portfolios; preparing an
annual list of shareholders; and mailing notices of shareholders' meetings,
proxies and proxy statements, for all of which the Fund will pay the
Administrator's reasonable out-of-pocket expenses.
In meeting its duties hereunder, Administrator shall have the general authority
to do all acts deemed in the Administrator's good faith belief to be necessary
and proper to perform its obligations under this Agreement.
ARTICLE 3. ALLOCATION OF CHARGES AND EXPENSES.
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(A) THE ADMINISTRATOR. The Administrator shall furnish at its own
expense the executive, supervisory and clerical personnel necessary to perform
its obligations under this Agreement. The Administrator shall also pay all
compensation, if any, of officers of the Fund as well as all Directors of the
Fund who are affiliated persons of the Administrator or any affiliated
corporation of the Administrator; provided, however, that unless otherwise
specifically provided, the Administrator shall not be obligated to pay the
compensation of any employee of the Fund retained by the Directors of the Fund
to perform services on behalf of the Trust.
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(B) FUND EXPENSES. The Fund assumes and shall pay or cause to be paid
all other expenses of the Fund not otherwise allocated in this Agreement,
including, without limitation, third-party pricing servicing fees,
organizational costs, taxes, expenses for legal and auditing services, the
expenses of preparing (including typesetting), printing and mailing reports,
prospectuses, statements of additional information, proxy solicitation material
and notices to existing Shareholders, all expenses incurred in connection with
issuing and redeeming Shares, the costs of pricing services, the costs of
custodial services, the cost of initial and ongoing registration of the Shares
under Federal and state securities laws, fees and out-of-pocket expenses of
Directors who are not affiliated persons of the Administrator or the investment
adviser to the Fund or any affiliated corporation of the Administrator or the
investment adviser, the costs of Directors' meetings, insurance, interest,
brokerage costs, litigation and other extraordinary or nonrecurring expenses,
and all fees and charges of service providers to the Fund. The Fund shall also
reimburse the Administrator for its reasonable out-of-pocket expenses, including
the travel and lodging expenses incurred by its officers and employees in
connection with attendance at meetings of the Fund's Board of Directors and all
reasonable charges for copying, postage, telephone, fax, telecommunication and
computer lines incurred by the Administrator in the performance of its duties.
ARTICLE 4. COMPENSATION OF THE ADMINISTRATOR. For the services to be
rendered, the facilities furnished and the expenses assumed by the Administrator
pursuant to this Agreement, the Fund shall pay to the Administrator compensation
at an annual rate specified in Schedule A to this Agreement. Such compensation
shall be calculated and accrued daily, and paid to the Administrator monthly. If
this Agreement becomes effective subsequent to the first day of a month or
terminates before the last day of a month, the Administrator's compensation for
that part of the month in which this Agreement is in effect shall be prorated in
a manner consistent with the calculation of the fees as set forth above. Payment
of the Administrator's compensation for the preceding month shall be made
promptly.
ARTICLE 5. LIMITATION OF LIABILITY OF THE ADMINISTRATOR. The duties of
the Administrator shall be confined to those expressly set forth herein, and no
implied duties are assumed by or may be asserted against the Administrator
hereunder. The Administrator shall not be liable for any error of judgment or
mistake of law or for any loss arising out of any investment or for any act or
omission in carrying out its duties hereunder, except a loss resulting from
willful misfeasance, bad faith or gross negligence in the performance of its
duties, or by reason of reckless disregard of its obligations and duties
hereunder. (As used in this Article 5, the term "Administrator" shall include
directors, officers, employees and other agents of the Administrator as well as
that entity itself.) Under no circumstances shall the Administrator be liable to
the Fund for consequential, indirect or punitive damages.
So long as the Administrator, or its agents, acts in good faith and
with due diligence the Fund assumes full responsibility and shall indemnify the
Administrator and hold it harmless from and against any and all actions, suits
and claims, whether groundless or otherwise, and from and against any and all
losses, damages, costs, charges, reasonable counsel fees and disbursements,
payments, expenses and liabilities (including reasonable investigation expenses)
arising directly or indirectly out of administration, accounting, and dividend
disbursing relationships to the Fund under this Agreement or any other service
rendered to the Fund hereunder. The indemnity and defense provisions set forth
herein shall indefinitely survive the termination of this Agreement.
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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 provisions contained herein shall apply, however, it is
understood that if in any case the Fund may be asked to indemnify or hold the
Administrator harmless, the Fund 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 Fund promptly concerning any situation which presents or appears
likely to present the probability of such a claim for indemnification against
the Fund, but failure to do so shall not affect the rights hereunder. In no
event and under no circumstances shall either party to this Agreement be liable
to anyone, including, without limitation, the other party, for consequential
damages for any act or failure to act under any provision of this Agreement if
advised of the possibility thereof.
The Fund 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 Fund elects to assume the defense of
any such claim, the defense shall be conducted by counsel chosen by the Fund and
satisfactory to the Administrator, whose approval shall not be unreasonably
withheld. In the event that the Fund 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 Fund does not elect to assume the
defense of a suit, it will reimburse the Administrator for the fees and expenses
of any counsel retained by the Administrator.
The Administrator may apply to the Fund at any time for instructions
and may consult counsel for the Fund 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 reasonably believes to be genuine and to have been signed or presented
by the proper person or persons. Nor shall the Administrator be held to have
notice of any change of authority of any officers, employee or agent of the Fund
until receipt of written notice thereof from the Fund.
ARTICLE 6. ACTIVITIES OF THE ADMINISTRATOR. The services of the
Administrator rendered to the Fund are not to be deemed to be exclusive. The
Administrator is free to render such services to others and to have other
businesses and interests. It is understood that Directors, officers, employees
and Shareholders of the Fund are or may be or become interested in the
Administrator, as directors, officers, employees and shareholders or otherwise
and that directors, officers, employees and shareholders of the Administrator
and its counsel are or may be or become similarly interested in the Fund, and
that the Administrator may be or become interested in the Fund as a Shareholder
or otherwise.
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ARTICLE 7. CONFIDENTIALITY. The Administrator agrees on behalf of
itself and its employees to use reasonable efforts to treat all records and
other information relative to the Fund and its prior, present or potential
Shareholders and their prior, present or potential customers confidential,
except, after prior notification to and approval in writing by the Fund, which
approval shall not be unreasonably withheld and may not be withheld where the
Administrator may be exposed to civil or criminal contempt proceedings for
failure to comply, when requested to divulge such information by duly
constituted authorities, or when so requested by the Fund; provided, however,
Fund acknowledges that Administrator may deliver such records and information to
Fund's services providers from time to time as reasonably necessary for
transaction of the Fund's business.. Further, the Fund acknowledges that it has
access to confidential information about the Administrator's business and
operations and the Fund and its affiliates agree to hold such information in
strict confidence, and not to disclose confidential information to any
third-party except as required by law or where Fund may be exposed to civil or
criminal contempt proceedings for failure to comply with disclosure.
ARTICLE 8. EQUIPMENT FAILURES. In the event of equipment failures
beyond the Administrator's control, the Administrator shall, at no additional
expense to the Fund, take 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.
ARTICLE 9. COMPLIANCE WITH GOVERNMENTAL RULES AND REGULATIONS. The Administrator
undertakes to comply in all material respects with all applicable requirements
of the 1933 Act, the 1934 Act, the 1940 Act and any laws, rules and regulations
of governmental authorities having jurisdiction with respect to the duties to be
performed by the Administrator hereunder. In connection with its obligations
hereunder, to the extent the Funds' investment advisors maintain an expense
reimbursement obligation to the Fund, the Fund agrees to use its best efforts to
cause investment advisors to provide to Administrator, at Administrator's
request, copies of the investment advisors most recent balance sheet and
statement of income (audited or unaudited), in order that Administrator may
independently evaluate advisors' ability to pay any outstanding Portfolio
expense reimbursements on a full and timely basis. In addition, Fund
acknowledges and understands that it expects investment advisors to Portfolios
to pay any outstanding expense reimbursements within 45 days from the month-end
for which such reimbursements are due.
ARTICLE 10. DURATION AND TERMINATION OF THIS AGREEMENT. This Agreement
shall become effective on the date set forth in the Schedule A and shall remain
in effect for the initial term of the Agreement (the "Initial Term") and each
renewal term thereof (each, a "Renewal Term"), each as set forth in Schedule A,
unless terminated in accordance with the provisions of this Article 10. This
Agreement may be terminated only: (a) by either party at the conclusion of the
Initial Term or the conclusion of any Renewal Term on 90 days' prior written
notice; (c) by either party hereto on such date as is specified in written
notice given by the terminating party, in the event of a material breach of this
Agreement by the other party, provided the terminating party has notified the
other party of such breach at least 45 days prior to the specified date of
termination and the breaching party has not remedied such breach by the
specified date; (d) effective upon the liquidation of the Administrator; or (e)
as to any Portfolio or the Fund, effective upon the liquidation of such
Portfolio or the Fund, as the case may be. For purposes of this Article 10, the
term "liquidation" shall mean a transaction in which the assets of the
Administrator, the Fund or a Portfolio are sold or otherwise disposed of and
proceeds therefrom are distributed in cash to the shareholders in complete
liquidation of the interests of such shareholders in the entity.
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This Agreement shall not be assignable by the Administrator, without
the prior written consent of the Fund, except to an entity that is controlled
by, or under common control with, the Administrator.
ARTICLE 11. ENTIRE AGREEMENT; AMENDMENTS. This Agreement constitutes
the entire agreement between the parties hereto and supersedes any prior
agreement, draft or proposal with respect to the subject matter hereof. This
Agreement or any part hereof may be changed or waived only by an instrument in
writing signed by the party against which enforcement of such change or waiver
is sought.
ARTICLE 12. CERTAIN RECORDS. The Administrator shall maintain customary
records in connection with its duties as specified in this Agreement. Any
records required to be maintained and preserved pursuant to Rules 31a-1 and
31a-2 under the 1940 Act which are prepared or maintained by the Administrator
on behalf of the Fund shall be prepared and maintained at the expense of the
Administrator, but shall be the property of the Fund and will be made available
to or surrendered promptly to the Fund on request.
In case of any request or demand for the inspection of such records by
another party, the Administrator shall notify the Fund and follow the Fund's
instructions as to permitting or refusing such inspection; provided that the
Administrator may exhibit such records to any person in any case where it is
advised by its counsel that it may be held liable for failure to do so, unless
(in cases involving potential exposure only to civil liability) the Fund has
agreed to indemnify the Administrator against such liability.
ARTICLE 13. DEFINITIONS OF CERTAIN TERMS. The terms "interested person"
and "affiliated person," when used in this Agreement, shall have the respective
meanings specified in the 1940 Act and the rules and regulations thereunder,
subject to such exemptions as may be granted by the Securities and Exchange
Commission.
ARTICLE 14. NOTICE. Any notice required or permitted to be given by
either party to the other shall be deemed sufficient if sent by registered or
certified mail, federal express (or substantially similar delivery service),
postage prepaid, addressed by the party giving notice to the other party at the
last address furnished by the other party to the party giving notice: if to the
Fund, at 000 Xxxxxxxxxx Xxxxxx, Xxxxx 000, Xxx Xxxxxxxxx, XX 00000, (415)
835-5900, c/o Xxxxxx Xxxxxxx; and if to the Administrator at Xxx Xxxxxxx Xxxxxx
Xxxxx, Xxxx, Xxxxxxxxxxxx, 00000, c/o Office of the General Counsel.
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ARTICLE 15. GOVERNING LAW. This Agreement shall be construed in
accordance with the laws of the State of Delaware and the applicable provisions
of the 1940 Act. To the extent that the applicable laws of the State of
Delaware, or any of the provisions herein, conflict with the applicable
provisions of the 1940 Act, the latter shall control.
ARTICLE 16. MULTIPLE ORIGINALS. This Agreement may be executed in two
or more counterparts, each of which when so executed shall be deemed to be an
original, but such counterparts shall together constitute but one and the same
instrument.
ARTICLE 17. BINDING AGREEMENT. This Agreement, and the rights and
obligations of the parties and the Portfolios hereunder, shall be binding on,
and inure to the benefit of, the parties and the Portfolios and the respective
successors and assigns of each of them.
ARTICLE 18. SEVERABILITY. If any part, term or provision of this
Agreement is held to be illegal, in conflict with any law or otherwise invalid,
the remaining portion or portions shall be considered severable and not be
affected, and the rights and obligations of the parties shall be construed and
enforced as if the Agreement did not contain the particular part, term or
provision held to be illegal or invalid.
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IN WITNESS WHEREOF, the parties hereto have executed and delivered this
Agreement as of the day and year first above written.
MILLENNIUM FUNDS, INC.
By:
-----------------------------------------
Attest:
-----------------------------
SEI INVESTMENTS MUTUAL FUNDS SERVICES
By:
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Attest:
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SCHEDULE A
TO THE ADMINISTRATION AGREEMENT
DATED AS OF NOVEMBER 1, 2000
BETWEEN
MILLENNUM FUNDS, INC.
AND
SEI INVESTMENTS MUTUAL FUNDS SERVICES
Portfolios: This Agreement shall apply to all Portfolios of the Fund,
either now existing or in the future created. The following is
a listing of the current portfolios of the Fund (collectively,
the "Portfolios"):
Millennium Growth Fund
Millennium Growth and Income Fund
Fees: Pursuant to Article 4, the Fund shall pay the Administrator
compensation for services rendered to the Portfolios at an
annual rate, which is calculated daily and paid monthly,
according to the following schedule:
15.0 basis points First $250,000,000
12.5 basis points Next $250,000,000
10.0 basis points Over $500,000,000
The fee schedule shall be subject to the following per
Portfolio minimums: $130,000 per domestic Portfolio, $150,000
per international Portfolio and $15,000 per each additional
share class. "Domestic" means a Portfolio that invest 65% or
more of its assets in US securities. "International" means a
Portfolio that trades 35% or more of its assets in non-US
securities.
The Administrator's fee includes Investor Services and VRU
calls limited to 250 of each per month. Each call in excess of
250 will be charged to the Fund at $6.50 per call for Investor
Services calls and $1.00 per call for VRU calls.
Fund acknowledges and agrees that Administrator reserves the
right to impose a reasonable per annum surcharge on a
Portfolio basis against the Fund in the event the Funds have
not implemented an automated trade ticket transmission for the
Portfolios by the first anniversary of this Agreement.
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Term: This Agreement shall become effective on November 1, 2000 and
shall remain in effect for an Initial Term of five (5) years
from such date and, thereafter, for successive Renewal Terms
of five (5) years each, unless and until this Agreement is
terminated in accordance with the provisions of Article 10
hereof.
ACKNOWLEDGED AND AGREED TO:
______________________ FUNDS
By:
-----------------------------------------
Attest:
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SEI INVESTMENTS MUTUAL FUNDS SERVICES
By:
-----------------------------------------
Attest:
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[END OF SCHEDULE A]
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