CO-ADMINISTRATION AGREEMENT
THIS ADMINISTRATION AGREEMENT is dated this 15th day of August, 2000, by
and between Armada Funds, a Massachusetts business trust, (the "Trust"), SEI
Investments Mutual Fund Services ("SEI"), a Delaware business trust, and
National City Bank ("NCB"), a national banking association (SEI and NCB are
collectively referred to as the "Administrators").
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 several series of shares (each a "Portfolio"), each of which may
consist of one or more classes of shares ("Shares"); and
WHEREAS, the Trust desires the Administrators to provide, and the
Administrators are willing to provide, management and administrative services to
such Portfolios of the Trust as identified on Schedule A attached hereto and
made a part of this Agreement, on the terms and conditions hereinafter set
forth;
NOW, THEREFORE, in consideration of the premises and the covenants
hereinafter contained, the Trust and the Administrators hereby agree as follows:
ARTICLE 1. RETENTION OF THE ADMINISTRATOR. The Trust hereby retains each of
SEI and NCB to act as Co-Administrators of the Portfolios and to furnish the
Portfolios with the accounting and administrative services as set forth in
Article 2 below. Each Administrator hereby accepts such employment to perform
the duties set forth below.
Each 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 anyway and shall
not be deemed an agent of the Trust.
ARTICLE 2. ADMINISTRATIVE, SHAREHOLDER AND ACCOUNTING SERVICES. The
Administrators shall perform or supervise the performance by others of
accounting and 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,
legal counsel, underwriters, brokers and dealers, corporate fiduciaries,
insurers, banks and persons in any other capacity deemed to be necessary or
desirable for the Portfolios' operations. All services provided hereunder shall
be in conformity with the Declaration of Trust, Bylaws, resolutions and other
instructions of the Board of Trustees and the current prospectuses and
statements of additional information of the Portfolios. Each Administrator,
respectively, agrees to furnish the services set forth herein in return for the
compensation provided in Article 4 of this Agreement. The Administrators shall
be subject to the service level standards set forth in Schedule III hereto. The
determination of compliance with the requisite service level standards shall be
the responsibility of the Board of Trustees of the Trust. The Administrators
shall provide the Trustees of the Trust 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 by any investment adviser or sub-adviser of its responsibilities,
but shall perform certain testing with respect to the Portfolios' compliance
with investment objective and policies.
The Administrators shall provide the Trust with administrative services,
regulatory reporting, fund accounting and related portfolio accounting services
as set forth on Schedule II of this Agreement, 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 Trustees may, from time to time, reasonably
request and the Administrators shall, from time to time, reasonably determine to
be necessary to perform their obligations under this Agreement. In addition, at
the request of the Trust's Board of Trustees (the "Trustees"), the Administrator
shall make reports to the Trustees concerning the performance of its obligations
hereunder.
Without limiting the generality of the foregoing, the Administrators shall:
(A) calculate contractual Trust expenses and control all disbursements for
the Trust, and as appropriate compute the Trust's yields, total return, expense
ratios, portfolio turnover rate and, if required, portfolio average
dollar-weighed maturity;
(B) assist Trust counsel 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 Trust's shares with state securities authorities, monitor sale
of Trust shares for compliance with state securities laws, and file with the
appropriate state securities authorities the registration statements and reports
for the Trust and the Trust's shares and all amendments thereto, as may be
necessary or convenient to register and keep effective the Trust and the Trust's
shares with state securities authorities to enable the Trust to make a
continuous offering of its shares;
(D) develop and prepare communications to shareholders, including the
annual report to shareholders, coordinate mailing prospectuses, notices, proxy
statements, proxies and other reports to Trust shareholders, and supervise and
facilitate the solicitation of proxies solicited by the Trust for all
shareholder meetings, including tabulation process for shareholder meetings;
(E) coordinate with Trust counsel the preparation of, and administer
contracts on behalf of the Trust with, among others, the Trust's investment
adviser, distributor, custodian, and transfer agent;
(F) maintain the Trust's general ledger and prepare the Trust's financial
statements, including expense accruals and payments, determine the net asset
value of the Trust's assets and of the Trust's shares, and supervise the Trust's
transfer agent with respect to the payment of dividends and other distributions
to shareholders;
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(G) calculate performance data of the Trust and its portfolios for
dissemination to information services covering the investment company industry;
(H) coordinate and supervise the preparation and filing of the Trust's tax
returns;
(I) at the request of the Trustees, examine and review the operations and
performance of the various organizations providing services to the Trust or any
Portfolio of the Trust, and report to the Trustees;
(J) assist with the layout and printing of publicly disseminated
prospectuses and assist with and coordinate layout and printing of the Trust's
semi-annual and annual reports to shareholders;
(K) provide internal legal and administrative services as requested by the
Trust from time to time;
(L) assist with the design, development, and operation of the Trust,
including new portfolio and class investment objectives, policies and structure;
(M) provide individuals acceptable to the Trustees for nomination,
appointment, or election as officers of the Trust, who will be responsible for
the management of certain of the Trust's affairs as determined by the Trustees;
(N) advise the Trust and its Trustees on matters concerning the Trust and
its affairs;
(O) obtain and keep in effect fidelity bonds and directors and
officers/errors and omissions insurance policies for the Trust in accordance
with the requirements of Rules 17g-1 and 17d-1(7) under the 1940 Act as such
bonds and policies are approved by the Trust's Board of Trustees;
(P) monitor and advise the Trust and its Portfolios on their registered
investment company status under the Internal Revenue Code of 1986, as amended;
(Q) perform all administrative services and functions of the Trust and each
Portfolio to the extent administrative services and functions are not provided
to the Trust or such Portfolio pursuant to the Trust's or such Portfolio's
investment advisory agreement, distribution agreement, custodian agreement and
transfer agent agreement;
(R) 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
(S) prepare and file with the SEC the semi-annual report for the Trust on
Form N-SAR and all required notices pursuant to Rule 24f-2;
(T) investor services - receive telephone calls from shareholders and
provide information regarding fund financials (prices, yields, performance,
etc.), account level
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information, how-to questions, fund information (style, manager information,
etc.) and literature fulfillment;
(U) broker-dealer services - receive telephone calls from financial
intermediaries who sell the funds and provide the same information that is
provided to individual shareholders;
(V) voice response unit (VRU) - provide an automated voice response service
to provide account and fund information to shareholders and financial
intermediaries; and
(W) provide accounting and administrative services for the Trustees'
Deferred Compensation Plan.
Also, the Administrators will perform other services for the Trust as agreed
from time to time, including, but not limited to performing 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 Trust will pay the Administrator's
out-of-pocket expenses.
In compliance with the requirements of Rule 31a-3 under the 1940 Act, each
Administrator agrees that all records which it maintains for the Trust are the
property of the Trust and further agrees to surrender promptly to the Trust any
of such records upon the Trust's request.
In the event that SEI, in its role as Administrator cannot perform the
services required by this Agreement, SEI Investments Company, the parent of the
Administrator shall succeed to the rights, duties, obligations and liabilities
of the Administrator hereunder, and may without limitation and whenever it deems
necessary or appropriate, subcontract, delegate or assign its rights, duties,
obligations and liabilities hereunder to subsidiaries or affiliates of the
Administrator following notice to the Trust. Such actions shall discharge the
Administrator or SEI from its obligations hereunder.
ARTICLE 3. ALLOCATION OF CHARGES AND EXPENSES.
(A) THE ADMINISTRATORS. Each Administrator shall furnish at its own expense
the executive, supervisory and clerical personnel necessary to perform its
obligations under this Agreement. Each 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 such Administrator or any affiliated
corporation of such Administrator, provided, however, that unless otherwise
specifically provided, the Administrators shall not be obligated to pay the
compensation of any employee of the Trust retained by the Trustees of the Trust
to perform services on behalf of the Trust.
(B) THE TRUST. The Trust assumes and shall pay or cause to be paid all
other expenses of the Trust not otherwise allocated herein, including, without
limitation, organizational costs, taxes, expenses for legal and auditing
services, the expenses of preparing (including typesetting), printing and
mailing reports, prospectuses, statements of additional information,
proxy
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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 Trustees who are not affiliated persons of the
Administrator or the investment adviser to the Trust or any affiliated
corporation of the Administrator or the Investment Adviser, the costs of
Trustees' meetings, insurance, interest, brokerage costs, litigation and other
extraordinary or nonrecurring expenses, and all fees and charges of investment
advisers to the Trust.
ARTICLE 4. COMPENSATION OF THE ADMINISTRATOR.
(A) ADMINISTRATION FEE. For the services to be rendered, the facilities
furnished and the expenses assumed by each Administrator pursuant to this
Agreement, the Trust shall pay to the Administrators compensation at an annual
rate specified in Schedule I to this Agreement. Such compensation shall be
calculated and accrued daily, and paid to the Administrators monthly. The Trust
shall also reimburse each Administrator for its reasonable out-of-pocket
expenses.
If this Agreement becomes effective subsequent to the first day of a month
or terminates before the last day of a month, the Administrators' 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 Administrators' compensation for the preceding month shall
be made promptly.
(B) COMPENSATION FROM TRANSACTIONS. The Trust hereby authorizes any entity
or person associated with either of the Administrators 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 RATES. All rights of compensation under this
Agreement for services performed as of the termination date shall survive the
termination of this Agreement.
ARTICLE 5. LIMITATION OF LIABILITY OF THE ADMINISTRATORS. The duties of the
Administrators shall be confined to those expressly set forth herein, and no
implied duties are assumed by or may be asserted against the Administrators
hereunder. Each Administrator shall not be liable for any error of judgment or
mistake of law or for any loss arising out of any investment or for any act or
omission in carrying out its duties hereunder, except a loss resulting from
willful misfeasance, bad faith or negligence in the performance of its duties,
or by reason of reckless disregard of its obligations and duties hereunder,
except as may otherwise be provided under provisions of applicable law which
cannot be waived or modified hereby. (As used in this Article 5, the term
"Administrator" shall include directors, officers, employees and other agents of
each Administrator as well as that entity itself.) Under no circumstances shall
an Administrator be liable to the Trust for consequential, indirect or punitive
damages.
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So long as each Administrator, or its agents, acts in good faith and with
due diligence the Trust assumes full responsibility and shall indemnify the
respective 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 from any action which
such Administrator takes or does not take (i) at the request, on the direction
of or in reliance on the advice of the Trust pursuant to this agreement or (ii)
upon oral or written instructions. The indemnity provision set forth herein
shall survive the termination of this Agreement.
This Agreement shall not create any joint and/or several liability among
the Administrators with respect to any loss arising out of services provided by
a specific Administrator.
Each 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 such Administrator shall not be liable or
accountable for any action taken or omitted by it in good faith in accordance
with the written opinion of such counsel, accountants or other experts.
Also, each 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 an 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 ADMINISTRATORS. The services of each
Administrator rendered to the Trust are not to be deemed to be exclusive. Each
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 an
Administrator, as directors, officers, employees and shareholders or otherwise
and that directors, officers, employees and shareholders of such Administrator
and its counsel are or may be or become similarly interested in the Trust, and
that an Administrator may be or become interested in the Trust as a Shareholder
or otherwise.
ARTICLE 7. CONFIDENTIALITY. Each Administrator agrees on behalf of itself
and its employees to treat confidentially all records and other information
relative to the Trust and its prior, present or potential Shareholders and
relative to the Adviser and its prior, present or potential customers, except,
after prior notification to and approval in writing by the Trust, which approval
shall not be unreasonably withheld and may not be withheld where the
Administrator may be exposed to civil or criminal contempt proceedings for
failure to comply, when requested to divulge such information by duly
constituted authorities, or when so requested by the Trust.
ARTICLE 8. EQUIPMENT FAILURES. In the event of equipment failures beyond an
Administrator's control, the Administrator shall, at no additional expense to
the Trust, take reasonable steps to minimize service interruptions but shall
have no liability with respect thereto.
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Each 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 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.
ARTICLE 10. DURATION AND TERMINATION OF THIS AGREEMENT. This Agreement
shall become effective on August 1, 2000 and shall remain in effect for an
initial term of two (2) years (the "Initial Term"). This Agreement may be
renewed for subsequent terms upon the agreement of the parties (each, a "Renewal
Term"), unless terminated in accordance with the provisions of this Article 11.
This Agreement may be terminated only: (a) by the mutual written agreement of
the parties; (b) by either party hereto on 90 days' written notice, as of the
end of the Initial Term or the end of any Renewal Term; (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) if in any consecutive
six-month period the average cumulative service standards performance (measured
as set forth in Schedule IV) is less than 50%; (e) effective upon the
liquidation of an Administrator, or (f) as to any Portfolio or the Trust,
effective upon the liquidation of such Portfolio or the Trust, 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 Trust 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.
This Agreement shall not be assignable by either Administrator, without the
prior written consent of the Trust except to an entity that is controlled by, or
under common control, with, such Administrator.
Upon termination of this Agreement, each Administrator shall use its best
efforts to assist in the transfer of its responsibilities hereunder to any
successor administrator without additional compensation (it being understood
that they would be reimbursed for their reasonable out-of-pocket expenses).
ARTICLE 11. ENTIRE AGREEMENT; AMENDMENTS. 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. 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.
ARTICLE 12. CERTAIN RECORDS. The Administrators shall maintain customary
records in connection with its duties as specified in this Agreement. Any
records required to be maintained
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and preserved pursuant to Rules 31a-1 and 31a-2 under the 1940 Act which are
prepared or maintained by the Administrators on behalf of the Trust shall be
prepared and maintained at the expense of the Administrators, 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 relevant Administrator shall notify the Trust and follow the
Trust's instructions as to permitting or refusing such inspection; provided that
such 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 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, 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 National City Bank, 0000 Xxxx Xxxxx Xxxxxx, Xxxxxxxxx Xxxx
00000, with a copy to:
W. Xxxxx XxXxxxxx, III, Esquire
Drinker Xxxxxx & Xxxxx, LLP
One Xxxxx Square
00xx & Xxxxxx Xxxxxxx
Xxxxxxxxxxxx, Xxxxxxxxxxxx 00000;
if to SEI, at 0 Xxxxxxx Xxxxxx Xxxxx, Xxxx, Xxxxxxxxxxxx, 00000;
if to NCB, 0000 Xxxx Xxxxx Xxxxxx, Xxxxxxxxx, Xxxx 00000.
ARTICLE 15. GOVERNING LAW. This Agreement shall be construed in accordance
with the laws of the Commonwealth of Massachusetts and the applicable provisions
of the 1940 Act. To the extent that the applicable laws of the Commonwealth of
Massachusetts, or any of the provisions herein, conflict with the applicable
provisions of the 1940 Act, the latter shall control.
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ARTICLE 16. MULTIPLE ORIGINALS. This Agreement may be executed in two or
more counterparts, each of which when so executed shall be deemed to be an
original, but such counterparts shall together constitute but one and the same
instrument.
ARTICLE 17. LIMITATION OF LIABILITY. Each Administrator is hereby expressly
put on notice of the limitation of liability as set forth in Article XI of the
Trust's Declaration of Trust and agrees that the obligations pursuant to this
Agreement of a particular Portfolio and of the Trust with respect to that
Portfolio shall be limited solely to the assets of that Portfolio, and the
Administrators shall not seek satisfaction of any such obligation from any other
Portfolio, the shareholders of any Portfolio, the Trustees, officers, employees
or agents of the Trust or any of them.
ARTICLE 18. 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.
IN WITNESS WHEREOF, the parties hereto have executed and delivered this
Agreement as of the day and year first above written.
ARMADA FUNDS
By:/s/ Xxxxxxx X. Xxxxxxx
----------------------
Attest:/s/ Xxxxx X. Xxxxx
------------------
SEI INVESTMENTS MUTUAL FUND
SERVICES
By:/s/ Xxxxxxx X. Xxxxx
--------------------
Attest: signature illegible
-------------------
NATIONAL CITY BANK
By:/s/ Xxxxxxxx X. Xxxx
--------------------
Attest:/s/ Xxxxx X. Xxxxx
------------------
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SCHEDULE I
TO THE ADMINISTRATION AGREEMENT
EFFECTIVE AS OF AUGUST 1, 2000
BETWEEN
ARMADA FUNDS,
SEI INVESTMENTS MUTUAL FUND SERVICES
AND
NATIONAL CITY BANK
Portfolios: This Agreement shall apply to all Portfolios of the Trust, either
now or in the future created.
Fees: Pursuant to Article 4, Section A of the Administration Agreement,
the Trust shall pay SEI compensation for services rendered to the
Portfolios at an annual rate, which is calculated daily and paid
monthly, as a maximum administrative fee, in accordance with the
following: 0.050% of the aggregate average daily net assets of
the Portfolios up to the first sixteen (16) billion dollars in
assets, plus 0.040% of the aggregate average daily net assets of
the Portfolios over sixteen (16) billion dollars up to twenty
(20) billion dollars in assets, plus 0.035% of the aggregate
average daily net assets of the Portfolios over twenty (20)
billion dollars in assets; provided that with respect to newly
created portfolios only (except for portfolios created in
connection with a merger of funds in the Parkstone family of
Funds into the Armada Funds) the administrative fee shall be the
greater of the fee set forth above, or $60,000.00 plus $15,000.00
for each additional class (e.g. a new portfolio with three open
classes would have a minimum fee of $90,000.00); provided further
that, with respect to each of the first three new Portfolios that
the Trust creates in each calendar year, SEI agrees to waive its
administration fees with respect to each such Portfolio during
its first three months of operations.
Pursuant to Article 4, Section A of the Administration Agreement,
the Trust shall pay National City Bank compensation for services
rendered to the Portfolios at an annual rate, which is calculated
daily and paid monthly, as a maximum administrative fee, in
accordance with the following: 0.020% of the aggregate average
daily net assets of the Portfolios up to the first sixteen (16)
billion dollars in assets, plus 0.030% of the aggregate average
daily net assets of the Portfolios over sixteen (16) billion
dollars in assets.
SEI and NCB agree that during the term of this Agreement, NCB may
take over responsibility for certain services under this
Agreement that are being performed by SEI at the beginning of the
contract term. Such services include investor services and
broker-dealer services as described in Article 2 of the
Agreement. To the extent that NCB takes on responsibility for all
or part of such services, SEI and NCB agree to negotiate in good
faith to reallocate the administrative fee between them to
reflect such change in responsibilities; provided, however, that
the total compensation agreed to by the Trust pursuant to Article
4 of the
Agreement shall not be increased. Any such reallocation of the
fees between SEI and NCB shall be reflected in an Addendum to
this Agreement executed by SEI and NCB.
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SCHEDULE II
ACCOUNTING SERVICES
SEI will perform the following accounting functions:
(i) journalize each Portfolio's investment, capital share and income
and expense activities;
(ii) Receive duplicate investment buy/sell trade tickets and
receivable trades with the Fund's custodian;
(iii) Maintain individual ledgers for investment securities;
(iv) Maintain historical tax lots for each security;
(v) Reconcile cash and investment balances of each Portfolio with the
custodian, and prepare the beginning cash balance available for
investment purposes;
(vi) Update the cash availability throughout the day as required;
(vii) Post to and prepare each Portfolio's statement of Assets and
Liabilities and the Statement of Operations;
(viii) Calculate various contractual expenses (e.g., advisory and
custody fees);
(ix) Monitor the expense accruals and notify Fund management of any
proposed adjustments;
(x) Control all disbursements from each Portfolio and authorize such
disbursements upon Written Instruction;
(xi) Calculate capital gains and losses;
(xii) Determine each Portfolio's net income;
(xiii) Obtain security market quotes from independent pricing services
approved by the Fund, or if such quotes are unavailable, then
obtain such prices from the management of the Fund, and in either
case calculate the market value of each Portfolio's investment's;
(xiv) Transit or mail a copy of the daily portfolio valuation to each
Portfolio's investment advisor;
(xv) Compute the net asset value of each Portfolio;
(xvi) As appropriate, compute the yields, total return, expense ratios,
portfolio turnover rate, and, if required, portfolio average
dollar-weighted maturity; and
(xvii) Prepare a monthly financial statement, which will include the
following items:
Schedule of Investments
Statement of Assets and Liabilities
Statement of Operations
Statement of Change in Net Assets
Cash Statement
Schedule of Capital Gains and Loses.
(xviii) Perform accounting services required for the Trustees Deferred
Compensation Plan.
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SCHEDULE III
TO THE ADMINISTRATION AGREEMENT
EFFECTIVE AS OF AUGUST 1, 2000
BETWEEN
ARMADA FUNDS,
SEI INVESTMENTS MUTUAL FUND SERVICES
AND
NATIONAL CITY BANK
PERFORMANCE STANDARDS
Pursuant to Article 2 of this Agreement, SEI has agreed to perform the
services described in this Agreement in accordance with the standards for such
performance (the "Performance Standards") set forth in this Exhibit. NCB agrees
to use all commercially reasonable efforts to assist SEI in performing its
services in accordance with the Performance Standards.
For each function set forth below (each a "Function"), beginning on
October 1, 2000, SEI shall measure on a monthly basis the timeliness and/or
accuracy, as applicable, of its actual performance versus the minimum percentage
of timely and/or accurate items required to be performed as specified below. The
applicable minimum required percentage of timely and/or accurate items required
by each specific Performance Standard measured as described below is the
"Required Performance Level."
Each month, beginning on November 1, 2000, SEI shall calculate and report
to NCB by the 15th business day of the month its average cumulative service
standards performance, measured as described below, for the previous month and
for the most recent six-month period. Such actual performance reported to NCB by
SEI is referred to as a "Cumulative Performance Level." SEI's monthly reports to
NCB shall be in a form mutually agreed upon by the parties. All Performance
Level calculations for any month shall be final and binding unless challenged by
NCB within 30 days of receipt by NCB. NCB shall have the right on reasonable
notice to SEI to have the calculation and reporting of SEI's Performance Levels
audited not more than two times per year, at NCB's expense, by independent
accountants selected by NCB.
PERFORMANCE STANDARDS
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REQUIRED
PERFORMANCE
FUNCTION LEVEL
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1. Accurately calculate net asset values (NAVs) for all non-money market 98%
Funds
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2. Report NAVs for all non-money market funds to NASDAQ in a timely 98%
fashion each day.
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REQUIRED
PERFORMANCE
FUNCTION LEVEL
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3. Report NAVs for all non-money market funds to the transfer agent in a 98%
timely fashion each day.
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4. Notify the adviser of compliance violations identified through the normal 100%
quantitative secondary compliance tests performed by SEI for the Funds
no later than the second business day following the receipt of
accurate and complete trade information by SEI.
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5. Send the portfolio manager investable cash sheets, inclusive of RIC 99.6%
balances and free of material error, to the portfolio managers by 10:15
a.m. (Eastern time) for the Equity Index, International Equity, Ohio Tax
Exempt, Pennsylvania Municipal Bond, Michigan Municipal and National
Tax Exempt Funds, and by 10:45 a.m. (Eastern time) for all other Funds.
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6. Each month, there may be no more than one material error in the following 100%
reports delivered during that month: Daily Information, Blackbar,
Monthly Asset and Estimated Cap Gain.
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7. SEI will achieve an abandon call rate of 2% or less on inbound calls, 100%
counting only days on which the Funds operate under normal market
conditions.
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8. SEI will answer telephone calls (measured by calendar month) with an 100%
average speed to answer of 20 seconds or less, counting only days on
which the Funds operate under normal market conditions.
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9. Calls answered by SEI are coded as to type of call. 98%
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10. Each month, monitor at least one call per week per rep. 100%
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11. Quarterlies - SEI will release the web version of the quarterly fund 100%
performance updates to Lighthouse Interactive by the 7th business day
following receipt of complete advisory data from NCB, and will release the
final version to the printer by the 8th business day following receipt of
complete advisory data from NCB (this does not include time to print
and distribute).
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REQUIRED
PERFORMANCE
FUNCTION LEVEL
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12. Monthlies - By the 6th business day after month-end, SEI will release the 100%
web version of the monthly fund performance updates to Lighthouse, and
will also release the final version to the printer (this does not
include time to print and distribute).
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13. Review and submission to NASD, response to NCB by the 7th business 100%
day after comments are given to SEI.
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14. A marketing budget report will be provided to NCB by the 25th calendar 100%
day after the end of each month. All invoices are tied out with Accounts
Payable and a final invoice is cut to NCB.
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15. For each annual or semi-annual report there shall be no material errors. 100%
For purpose of this performance standard, a "material error" shall be one
that requires a reprint of the report.
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PERFORMANCE STANDARD GENERAL QUALIFICATIONS
In the event SEI has to enact its business interruption contingency plan,
monitoring of the Performance Standards will be waived until SEI resumes its
normal operations. Without limiting the conditions for fulfilling any specific
Performance Standard, failure to achieve a Performance Level caused by the
action or inaction of, or untimely, incomplete or inaccurate information
provided by, any third party, or as a result of electricity, telecommunications
or other public utility failures or shutdowns, or any other cause reasonably
outside of SEI's control, will not be treated as failures for purposes of this
Agreement.
NAV CALCULATIONS AND REPORTING
An inaccurate calculation of the NAV is defined as $.0l per share or more
difference from the originally stated NAV and such inaccuracy is considered one
event and will only be counted on the day it first occurred, unless the source
of the inaccuracy changes during the relevant period.
An NAV error occurs at the Fund level and not the class level. An NAV error
that occurs at the Fund level and is propagated to the class level because of
share allocations only counts as one NAV error. If the NAV error occurs in a
share class and was not caused by a Fund level error that was propagated to the
share class because of share allocations, it will be counted as one NAV error.
-3-
NASDAQ AND TRANSFER AGENT DELIVERY
It is SEI's internal policy not to deliver an NAV to NASDAQ if the accuracy
of the NAV is in question at the time it is necessary to transmit NAVs to
NASDAQ. If SEI is not certain the NAV is correct, we will either "withhold" the
NAV from NASDAQ or "withdraw" an NAV previously submitted. In either event, SEI
shall not be deemed to have failed to report to NASDAQ by the applicable
cut-off time.
Timely delivery is also dependent upon the system feeds of the transfer
agent or NASDAQ being in operation at or near critical times, as well as the
external systems SEI uses to calculate net asset values, such as communication
lines and accounting systems. Therefore, untimely delivery as a result of
failure by pricing vendors and/or brokers to provide prices to SEI at least 90
minutes prior to the applicable cut-off time will not be treated as untimely
reporting for purposes of this Agreement.
INVESTABLE CASH SHEETS
Service Standard 5 above relates to the portfolio manager investable cash
sheets only. The "combo" or complex summary cash reports are excluded from that
Service Standard.
For purposes of the investable cash sheets, a "material error" is an error
with respect to investable cash that in the aggregate exceeds $100,000 and
results in that amount being uninvested. In addition, an error with respect to
RIC balances that causes a violation of the applicable limitations on the Fund's
investment in other registered investment companies shall constitute a "material
error."
BROKER/DEALER SERVICES
The term "normal market conditions" shall mean trading activity for the Dow
Industrial Average shall not exceed a 4% increase or decrease intra-day or
within a one or two day period, or there are no unusual and unpredictable events
causing a large inflow of calls.
The term "abandoned call" shall mean a call that is abandoned after the
first 30 seconds of a customer-initiated prompt to speak with a phone
representative.
The term "speed to answer" shall mean the amount of time after the
automated initial greeting has ended and the customer has initiated the prompt
to speak with a phone representative.
Coded categories summarize the description of each call answered by the
investor services and broker-dealer reps. These categories include
Troubleshooting, Request for Dealer Agreements, Account Servicing, How to,
Performance, General information, etc.
-4-
MEASUREMENT OF PERFORMANCE LEVELS
REQUIRED PERFORMANCE LEVELS
The Required Performance Level associated with a Function will be measured
by dividing the total number of times that Function was correctly performed
during the month by the total number of times that the Function occurred during
the month.
EXAMPLE: With respect to Function 1, the calculation of NAVs, assuming 22
business days and 9 non-money market funds in existence in Month 1, there should
be 198 NAV calculations in Month 1. If there are 2 NAV errors in Month 1, the
Performance Level for the month is 98.9% (196/198).
CUMULATIVE PERFORMANCE LEVELS
The Cumulative Performance Level will be measured based on a combined
result of the Required Performance Levels for each Function, using a binary
code system. If the Required Performance Level for a given Function is met,
then it will be assigned a "1". If the Required Performance Level for a given
Function is not met, then it will be assigned a "0". After all Performance
Levels have been measured for a particular period, the values assigned for
these Functions under the binary code system are summed, and then divided by
the total number of Functions being measured for that period.
EXAMPLE: In any given month, Functions 1-3, 5-10, 12 and 14 will be
performed. Assume that in Month 1, Function 4, the reporting of a compliance
violation, and Function 11, the quarterly performance update, are also
performed. This results in a total of 13 Functions in Month 1. Assume that there
was a least one failure to report a compliance violation on time (Function 4),
there were two reports issued with material errors (Function 6), and the abandon
call rate for the month was greater than 2% (Function 7), but all other Required
Performance Levels are met with respect to the other Functions performed in the
month. In this situation, the Cumulative Performance Level for the month would
be 76.9% (10/13).
Now assume that the Required Performance Levels for the next five months
are achieved for all Functions performed in that period (assume an additional 61
Functions), the six-month Performance Level would be 95.9% (71/74).
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