Exhibit 99.B9
ADMINISTRATION AGREEMENT
THIS AGREEMENT is made as of this 31st day of December, 1995, between
Rembrandt Funds (the "Trust"), a Massachusetts business trust, and SEI Financial
Management Corporation (the "Administrator"), a Delaware corporation.
WHEREAS, the Trust is an open-end management investment company
registered under the Investment Company Act of 1940, as amended (the "1940
Act"); and
WHEREAS, the Trust desires the Administrator to provide, and the
Administrator is willing to provide management, administrative and shareholder
servicing services to the Trust's Fixed Income Fund, Intermediate Government
Fixed Income Fund, Tax-Exempt Fixed Income Fund, Global Fixed Income Fund,
Limited Volatility Fixed Income Fund, Balanced Fund, Value Fund, Growth Fund,
Small Cap Fund, International Equity Fund, TransEurope Fund, Asian Tigers Fund,
Treasury Money Market Fund, Government Money Market Fund, Money Market Fund,
Tax-Exempt Money Market Fund, Latin America Equity Fund and such other
portfolios as the Trust and the Administrator may agree on (the "Portfolios"),
on the terms and conditions hereinafter set forth;
NOW, THEREFORE, in consideration of the premises and the covenants
hereinafter contained, the Trust and the Administrator hereby agree as follows:
ARTICLE 1. Retention of the Administrator. The Trust hereby retains
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the Administrator to act as the Administrator of the Portfolios and to furnish
the Portfolios with the management, administrative and shareholder servicing
services as set forth below. The Administrator hereby accepts such employment
to perform the duties set forth below.
The Administrator shall, for all purposes herein, be deemed to be an
independent contractor and, unless otherwise expressly provided or authorized,
shall have no authority to act for or represent the Trust in any way and shall
not be deemed an agent of the Trust. All of the Administrator's duties shall be
subject always to the objectives, policies and restrictions contained in the
Trust's current registration statement under the 1940 Act, to the Trust's
Declaration of Trust and By-Laws, to the provisions of the 1940 Act, and to any
other guidelines that may be established by the Trust's Trustees.
ARTICLE 2. Other Administrative Services. The Administrator shall
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perform or supervise the performance by others of other administrative services
in connection with the operations of the Portfolios, and, on behalf of the
Trust, will investigate, assist in the selection of and conduct relations with
custodians, depositories, accountants, underwriters, brokers and dealers,
corporate fiduciaries, insurers, banks and persons in any other capacity deemed
to be necessary or desirable for the Portfolios' operation. The Administrator
shall provide the Trustees of the Trust with such reports regarding investment
performance as they may reasonably request but shall have no responsibility for
supervising the performance by any investment adviser or sub-adviser of its
responsibilities.
The Administrator shall provide the Trust with regulatory reporting,
fund accounting and related portfolio accounting services, all necessary office
space, equipment, personnel compensation and facilities (including facilities
for Shareholders' and Trustees' meetings) for handling the affairs of the
Portfolios and such other services as the Administrator shall, from time to
time, determine to be necessary to perform its obligations under this Agreement.
The Administrator shall make reports to the Trust's Trustees
concerning the performance of its obligations hereunder; furnish advice and
recommendations with respect to other aspects of the business and affairs of the
Portfolios as the Trust and the Administrator shall determine desirable; and
shall provide the Portfolios' Shareholders with the reports described in the
Trust's current prospectus.
The Administrator shall calculate the daily net asset value of the
Portfolios in accordance with the procedures prescribed in the Trust's
Registration Statement and such other procedures as may be established by the
Trustees of the Trust.
The Administrator will answer such correspondence and inquiries from
shareholders, securities brokers and others relating to its duties hereunder
concerning Fund performance or net asset value to the extent permitted by
applicable law, and such other correspondence and inquiries on such terms as
may, from time to time, be mutually agreed upon between the Administrator and
the Trust.
Also, the Administrator will perform other services for the Trust as
agreed from time to time, including, but not limited to, preparation and mailing
of appropriate federal income tax forms; mailing the annual reports of the
Trust; preparing an annual list of Shareholders; furnishing the Trust with such
reports regarding the sale and redemption of Shares as may be required in order
to comply with federal and state securities law; and mailing notices of
Shareholders' meetings, proxies and proxy statements, for all of which the Trust
will pay the Administrator's out-of-pocket expenses.
ARTICLE 3. Allocation of Charges and Expenses.
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(a) The Administrator. The Administrator shall furnish at its own
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expense the executive, supervisory and clerical personnel
necessary to perform its obligations under this Agreement. The
Administrator shall also provide the items which it is obligated
to provide under this Agreement, and shall pay all compensation,
if any, of officers of the Trust as well as all Trustees of the
Trust who are affiliated persons of the Administrator or any
affiliated corporation; provided, however, that unless otherwise
specifically provided, the Administrator shall not be obligated
to pay the compensation of any employee of the Trust retained by
the Trustees of the Trust to perform services on behalf of the
Trust.
(b) The Trust. The Trust assumes and shall pay or cause to be paid
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all other expenses of the Trust not otherwise allocated herein,
including, without
limitation, 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 custodial services, the cost of initial
and ongoing registration of the Trust's Shares under federal and state
securities laws, fees and out-of-pocket expenses of Trustees who are
not affiliated persons of the Administrator or any affiliated
corporation, insurance, interest, brokerage costs, litigation and
other extraordinary or nonrecurring expenses, all fees and charges of
investment advisers to the Trust. In addition, the Trust will bear
distribution expenses in accordance with the Trust's Distribution
Plan.
ARTICLE 4. Compensation of the Administrator.
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(a) Administration Fee. For the services to be rendered, the facilities
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furnished and the expenses assumed by the Administrator pursuant to
this Agreement, the Trust shall pay to the Administrator compensation
at an annual rate specified in the schedules which are attached hereto
and made a part of this Agreement ("Schedules"). Such compensation
shall be calculated and accrued daily, and paid to the Administrator
monthly.
If this Agreement becomes effective subsequent to the first day of a
month or terminates before the last day of a month, the
Administrator's compensation for that part of the month in which this
Agreement is in effect shall be prorated in a manner consistent with
the calculation of the fees as set forth above. Payment of the
Administrator's compensation for the preceding month shall be made
promptly.
(b) Compensation from Transactions. The Trust hereby authorizes any
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entity or person associated with the Administrator which is a member
of a national securities exchange to effect any transaction on the
exchange for the account of the Trust which is permitted by Section
11(a) of the Securities Exchange Act of 1934 and Rule 11a2-2(T)
thereunder, and the Trust hereby consents to the retention of
compensation for such transactions in accordance with Rule 11a2-2(T)
(a) (2) (iv).
(c) Survival of Compensation Rights. All rights of compensation under
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this Agreement for services performed as of the termination date shall
survive the termination of this Agreement.
ARTICLE 5. Limitation of Liability of the Administrator. The duties of
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the Administrator shall be confined to those expressly set forth herein, and no
implied duties are assumed by or may be asserted against the Administrator
hereunder. The Administrator shall not be liable for any error of judgment or
mistake of law or for any loss arising out of any investment or for
any act or omission in carrying out its duties hereunder, except a loss
resulting from willful misfeasance, bad faith or gross negligence in the
performance of its duties, or by reason of reckless disregard of its obligations
and duties hereunder, except as may otherwise be provided under provisions of
applicable state law which cannot be waived or modified hereby. (As used in this
Article 5, the term "Administrator" shall include directors, officers, employees
and other corporate agents of the Administrator as well as that corporation
itself).
So long as the Administrator acts in good faith and with due diligence and
without gross negligence, the Trust assumes full responsibility and shall
indemnify the Administrator and hold it harmless from and against any and all
actions, suits and claims, whether groundless or otherwise, and from and against
any and all losses, damages, costs, charges, reasonable counsel fees and
disbursements, payments, expenses and liabilities (including reasonable
investigation expenses) arising directly or indirectly out of said
administration and dividend disbursing relationships to the Trust or any other
service rendered to the Trust hereunder. The indemnity and defense provisions
set forth herein shall indefinitely survive the termination of this Agreement.
The rights hereunder shall include the right to reasonable advances of
defense expenses in the event of any pending or threatened litigation with
respect to which indemnification hereunder may ultimately be merited. In order
that the indemnification provision contained herein shall apply, however, it is
understood that if in any case the Trust may be asked to indemnify or hold the
Administrator harmless, the Trust shall be fully and promptly advised of all
pertinent facts concerning the situation in question, and it is further
understood that the Administrator will use all reasonable care to identify and
notify the Trust promptly concerning any situation which presents or appears
likely to present the probability of such a claim for indemnification against
the Trust, but failure to do so in good faith shall not effect the rights
hereunder.
The Administrator may apply to the Trust at any time for instructions and
may consult counsel for the Trust or its own counsel and with accountants and
other experts with respect to any matter arising in connection with the
Administrator's duties, and the Administrator shall not be liable or accountable
for any action taken or omitted by it in good faith in accordance with such
instruction or with the opinion of such counsel, accountants or other experts.
Also, the Administrator shall be protected in acting upon any document
which it 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
Trust until receipt of written notice thereof from the Trust.
ARTICLE 6. Activities of the Administrator. The services of the
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Administrator rendered to the Trust are not to be deemed to be exclusive. The
Administrator is free to render such services to others and to have other
businesses and interests. It is understood that Trustees, officers, employees
and Shareholders of the Trust are or may be or become interested in the
Administrator, as directors, officers, employees and shareholders or
otherwise and that directors, officers, employees and shareholders of the
Administrator and its counsel are or may be or become similarly interested in
the Trust, and that the Administrator may be or become interested in the Trust
as a Shareholder or otherwise.
ARTICLE 7. Duration of This Agreement. This Agreement shall remain in
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effect for two years after the date of the Agreement and shall continue in
effect for successive periods of one year subject to review at least annually by
the Trustees of the Trust unless terminated by either party on not less than
ninety days written notice to the other party.
In the event of a material breach of this Agreement by either party, the
non-breaching party shall notify the breaching party in writing of such breach
and upon receipt of such notice, the breaching party shall have 45 days to
remedy the breach or the non-breaching party may terminate this Agreement
immediately.
This Agreement shall not be assignable by either party without the written
consent of the other party.
ARTICLE 8. Amendments. This Agreement may be amended by the parties
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hereto only if such amendment is specifically approved (i) by the vote of a
majority of the Trustees of the Trust, and (ii) by the vote of a majority of the
Trustees of the Trust who are not parties to this Agreement or interested
persons of any such party, cast in person at a Board of Trustees meeting called
for the purpose of voting on such approval.
For special cases, the parties hereto may amend such procedures set forth
herein as may be appropriate or practical under the circumstances, and the
Administrator may conclusively assume that any special procedure which has been
approved by the Trust does not conflict with or violate any requirements of its
Declaration of Trust, By-Laws or prospectus, or any rule, regulation or
requirement of any regulatory body.
ARTICLE 9. Trustees' Liability. A copy of the Declaration of Trust of the
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Trust is on file with the Secretary of State of the Commonwealth of
Massachusetts, and notice is hereby given that this instrument is executed on
behalf of the Trustees of the Trust as Trustees and not individually and that
the obligations of this instrument are not binding upon any of the Trustees,
officers or Shareholders of the Trust individually, but binding only upon the
assets and property of the Trust.
ARTICLE 10. Certain Records. The Administrator shall maintain customary
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records in connection with its duties as specified in this Agreement. Any
records required to be maintained and preserved pursuant to Rules 31a-1 and 31a-
2 under the 1940 Act which are prepared or maintained by the Administrator on
behalf of the Trust shall be prepared and maintained at the expense of the
Administrator, but shall be the property of the Trust and will be made available
to or surrendered promptly to the Trust on request.
In case of any request or demand for the inspection of such records by
another party, the Administrator shall notify the Trust and follow the Trust'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 Trust has agreed to indemnify the
Administrator against such liability.
ARTICLE 11. Definitions of Certain Terms. The terms "interested person"
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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 12. Notice. Any notice required or permitted to be given by
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either party to the other shall be deemed sufficient if sent by registered or
certified mail, postage prepaid, addressed by the party giving notice to the
other party at the last address furnished by the other party to the party giving
notice: if to the Trust, at 000 Xxxx Xxxxxxxxxx Xxxx, Xxxxx, XX 00000 and if to
the Administrator at 000 Xxxx Xxxxxxxxxx Xxxx, Xxxxx, XX 00000.
ARTICLE 13. Governing Law. This Agreement shall be construed in
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accordance with the laws of the Commonwealth of Massachusetts and the applicable
provisions of the 1940 Act. To the extent that the applicable laws of the
Commonwealth of Massachusetts, or any of the provisions herein, conflict with
the applicable provisions of the 1940 Act, the latter shall control.
ARTICLE 14. Multiple Originals. This Agreement may be executed in two or
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more counterparts, each of which when so executed shall be deemed to be an
original, but such counterparts shall together constitute but one and the same
instrument.
IN WITNESS WHEREOF, the parties hereto have executed and delivered this
Agreement as of the day and year first above written.
REMBRANDT FUNDS
By: /s/ Xxxx X. Xxxxxxxxx
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Attest: /s/ Xxxxxx X. Xxxxxxx
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SEI FINANCIAL MANAGEMENT CORPORATION
By: /s/ Xxxxxx X. Xxxxx
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Attest: /s/ Xxxxxx X. Xxxxxxx
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SCHEDULE A
DATED DECEMBER 31, 1995
TO THE ADMINISTRATION AGREEMENT
DATED DECEMBER 31, 1995
BETWEEN
REMBRANDT FUNDS
AND
SEI FINANCIAL MANAGEMENT CORPORATION
Pursuant to Article 4, Section A, the Trust shall pay the Administrator
compensation for services rendered to Rembrandt Funds (the "Trust") at an annual
rate of .15% of the average daily net assets of the Trust which is calculated
daily and paid monthly.
