SUB-ADMINISTRATION AND ACCOUNTING AGREEMENT
THIS AGREEMENT is made as of the 8th day of October, by and between
Xxxxxxxx Capital Funds (Delaware), a Delaware business trust (herein the
"Trust"), SEI Investments Mutual Funds Services (herein the "Administrator"), a
Delaware business trust and Xxxxxxxx Fund Advisors Inc., a New York corporation
and administrator to the Trust ("SFA").
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 portfolios (each a "portfolio", and collectively
the "Portfolios"), each of which may consist of one or more classes of shares of
common stock ("Shares"); and
WHRERAS, SFA, is the administrator for the Trust with certain oversight
responsibilities to the Trust, the Administrator hereunder shall therefore be
the sub-administrator relative to SFA, and as a party to this Agreement, SFA
consents to this Agreement and to the duties of the Administrator pursuant to
the terms and conditions hereof
WHEREAS, the Trust and SFA desire that the Administrator provide, and the
Administrator is willing to provide, certain administrative and accounting
services to the Portfolios of the Trust as listed on SCHEDULE B 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, Trust and the Administrator hereby agree as follows:
ARTICLE 1. Retention of the Administrator. Trust and SFA hereby retains the
Administrator 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. SFA's status as
the Trust's administrator shall in no way affect the contractual rights of the
Administrator under this Agreement with the Trusts, nor shall this Agreement
affect in any way the obligations and liabilities of SFA as the administrator to
the Trust. In the performance of its duties hereunder, the Administrator shall
act in accordance with such direction as it may receive from the Trust from time
to time, provided that such direction is consistent with the terms and
conditions of this Agreement.
ARTICLE 2. Administrative and Accounting Services. The Administrator shall
perform (and may sub-contract, as provided below) the services set forth in
SCHEDULE A hereto. The Administrator shall provide all necessary office space,
equipment, personnel, compensation and facilities (including facilities for
Shareholders' and Trustees' meetings) for the Administrator to provide such
services to the Trust. The Administrator may sub-contact with third parties to
perform certain of the services to be performed by the Administrator hereunder;
provided, however, that the Administrator shall remain subject to any liability
to the Trust for the acts and omissions. of such other entities, to the same
extent, as if the Administrator had performed the sub-contracted services itself
and the acts or omissions of any such sub-contracted third party were its own.
In meeting its duties hereunder, Administrator shall have the general authority
to do all acts deemed in the Administrator's business judgment to be necessary
and proper to perform its obligations under this Agreement in accordance with
SCHEDULE A, which may be amended from time to time in writing by the parties.
ARTICLE 3. Allocation of Charges and Expenses.
(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 Trust as well as any and all Trustees
of the Trust 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 Trust retained by the Trustees of the Trust to perform services on behalf of
the Trust.
(B) Fund Expenses. The Trust assumes and shall pay or cause to be paid all
other expenses of the Trust not otherwise allocated in this Agreement,
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 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 any affiliated corporation of the Administrator, the costs of
Trustees' meetings, insurance, interest brokerage costs, litigation and other
extraordinary or nonrecurring expenses, and all fees and charges of service
providers to the Trust. Trust shall reimburse the Administrator for its
reasonable out-of-pocket expenses, including all reasonable charges for SAS 70
audit charges (provided that such SAS 70 charges shall not exceed $300 per
Portfolio per year), and reasonable copying, postage, telephone, and fax charges
incurred by the Administrator in the performance of its duties and upon the
request of the Trust shall provide copies of supporting documentation of such
expenses. Notwithstanding the foregoing, under no circumstances shall
Administrator be entitled to reimbursement for travel and lodging expenses
incurred by its officers and employees in connection with attendance at meetings
of the Trust's Board of Trustees.
ARTICLE 4. Compensation of the Administrator. Trust shall be directly
responsible to pay the Administrator the compensation due hereunder at the
annual rate specified in SCHEDULE B to this Agreement commencing on November 5,
2001 through and until this Agreement is terminated in accordance with Article
6. 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. 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 (i) a loss resulting from the
Administrator's negligence in the performance of its duties (and not the
negligence of the Trusts), provided that any such liability resulting from the
Administrator's negligence in the performance of its duties shall under no
circumstances exceed Five Million Dollars ($5,000,000) annually hereunder on a
claims made basis from the date of this Agreement, provided further that a loss
resulting from the Administrator's negligence (and not the negligence of the
Trusts) during the term of this Agreement may be asserted after the termination
of this Agreement, but not more than one (1) year after the termination date of
this Agreement and under no circumstances shall any such liability for any such
claims asserted within such one year period from the termination date of this
Agreement exceed Five Million Dollars ($5,000,000), or (ii) a loss resulting
from the Administrator's gross negligence, bad faith or willful misconduct (and
not the negligence of the Trusts) (As used in this Article 5, the term
"Administrator" shall include Trustees, officers, employees and other agents of
the Administrator as well as that entity itself.).
Trust shall indemnify and hold the Administrator 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 any act or
omission of Administrator in carrying out its duties hereunder or as a result of
the Administrator acting upon any instructions of any authorized officer of the
investment advisor or of the Trust, provided that this indemnification shall not
apply if any such loss, damage or expense is caused by or arises from the
negligence, bad faith or willful misconduct of the Administrator, its officers,
employees, or authorized agents. The indemnity and defense provisions set forth
herein shall indefinitely survive the termination of this Agreement.
-2-
In order that the indemnification provisions contained herein shall apply,
however, it is understood that if in any case the indemnifying party may be
asked to indemnify or hold the indemnified party harmless, the indemnifying
party shall be fully and promptly advised of all pertinent facts concerning the
situation in question.
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, indirect, punitive or special damages for any act or failure to
act under any provision of this Agreement even, if advised of the possibility
thereof.
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 Trust elects to assume the defense of any such
claim, the defense shall be conducted by counsel chosen by Trust. In the event
that 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.
The Administrator may apply to Trust at any time for instructions and may
consult counsel for Trust or with accountants, counsel and other experts with
known industry experience 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 opinion of 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 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 Trust until receipt of
written notice thereof from Trust.
Nothing herein shall make Administrator liable for the performance or
omissions of unaffiliated third parties not under Administrator's reasonable
control such as, by way of example and not limitation, transfer agents,
custodians, investment advisers or sub-advisers, postal or delivery services,
telecommunications providers and processing and settlement services, excluding
any third-parties who have been sub-contracted by the Administrator to perform
services hereunder, as provided for in Article 2.
ARTICLE 6. Duration and Termination of this Agreement. This Agreement shall
become effective on the date set forth in SCHEDULE B hereto and shall remain in
effect for the full duration of the Initial Term and thereafter shall
automatically renew and continue in full force and effect, unless terminated in
accordance with the provisions of this Article 6. This Agreement may be
terminated only: (a) by either party at the end of the Initial Term, or
thereafter on six (6) months prior written notice to the other party; (b) 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
material 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; or (c)
as to any Portfolio or as to the Trust, effective (i) upon the full liquidation
of any such Portfolio or the Trust, or (ii) upon the complete merger of a
Portfolio within the Trust, into another Portfolio within the Trust, or into
another Portfolio within the Schroder Funds Complex, as defined on SCHEDULE B
hereto. For purposes of this paragraph, the term "liquidation" shall mean only a
transaction in which the assets of the Trust or 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 such shareholders in
the entity.
-3-
ARTICLE 7. Activities of the Administrator. The services of the
Administrator rendered to 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.
ARTICLE 8. Confidentiality. The Administrator agrees on behalf of itself
and its employees to treat confidentiality all records and other information
relative to the Trust and its shareholders received by the Administrator in
connection with this Agreement, including any non-public personal information as
defined in Regulation S-P, and that it shall not use or disclose any such
information except for the purpose of carrying out the terms of this Agreement;
provided however, that Administrator may disclose such information to another
party (i) as required by court order, or by legally binding discovery request,
or regulatory or criminal investigation, or (ii) after prior written
notification to, and approval in writing by, the Trust, which approval shall not
be unreasonably withheld.
ARTICLE 9. 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 all applicable law,
including, 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 Trust and follow Trust's written
instructions as to permitting or refusing such inspection;. provided that the
Administrator may allow such inspection by another party (i) as required by
court order, or by legally binding discovery request, or regulatory or criminal
investigation, or (ii) after prior written notification to, and approval in
writing by, the Trust, which approval shall not be unreasonably withheld
For purposes of clarity, the Advisor's obligation to surrender records to
the Trust pursuant to this Article 9 shall be effective at all times, regardless
of any dispute with, or alleged breach by, the Trust under this Agreement. Under
no circumstances will the Administrator raise any breach of this Agreement by
the Trust, or any other claim by the Administrator against the Trust, as a
defense or impediment to the Administrator's obligation to surrender records to
the Trust pursuant to this Article 9.
ARTICLE 10. Compliance with Governmental Rules and Regulations. The
Administrator undertakes to comply with 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 11. Representations and Warranties of the Administrator. The
Administrator represents and warrants that:
(A) It is a Delaware trust company, duly organized and existing under the
laws of Delaware;
(B) It is duly qualified to carry out its business in all applicable
jurisdictions;
(C) All requisite corporate proceedings have been taken to authorize it to
enter into and perform its duties under this Agreement;
(D) It has and will continue to maintain the necessary facilities,
equipment and personnel to perform its obligations under this Agreement.
ARTICLE 12. Representations and Warranties of the Trust. The Trust
represents and warrants to the Administrator that:
-4-
(A) It is a Massachusetts business trust, duly organized and existing under
the laws of The Commonwealth of Massachusetts;
(B) All requisite corporate proceedings have been taken to authorize it to
enter into and perform its obligations under this Agreement;
(C) Its duly qualified to carry out its business in all applicable United
States jurisdictions.
ARTICLE 13. 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 14. Assignment. This Agreement shall not be assignable by either
party without the prior written consent of the other party.
ARTICLE 15. 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.
ARTICLE 16. 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 Trust at:
Attention: Xx. Xxxxxxxxx Xxxxx and Xx. Xxxxx Xxxxxxxx
c/o Schroder Investment Management North America Inc.
000 Xxxxxxx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, XX 00000
and if to the Administrator at:
Attention: General Counsel
Xxx Xxxxxxx Xxxxxx Xxxxx
Xxxx, Xxxxxxxxxxxx 00000
Notice shall be effective upon receipt as evidenced by written confirmation
of delivery.
ARTICLE 17. Force Majeure. No breach of any obligation of a party to this
Agreement 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; earthquake or natural disaster. Either party desiring
to rely upon any of the foregoing as an excuse for default or beach 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.
ARTICLE 18. Equipment Failures. In the event of equipment failures beyond
the Administrator's control, the Administrator shall, at no additional expense
to Trust, take reasonable and prompt steps to minimize service interruptions but
shall have no liability with respect thereto; provided that with respect to
equipment failure
-5-
of equipment owned or maintained by Administrator, the Administration shall be
obligated to act in accordance with the terms of this Agreement and the
Administrator shall be liable for such equipment failures arising from any
breach of its obligations hereunder, including any breach of the standard of
care set forth in Article 5. 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. The Trust may, during the term of this Agreement, from time to time,
make reasonable requests to review and comment upon this Administrator's plan
for recovery from equipment failures, provided that such requests do not occur
more than twice in any given year during the term of the Agreement.
ARTICLE 19. Definitions of Certain Terms. The terms "interested person,"
"assignment" and "affiliated person," when used in this Agreement, shall have
the respective meanings specified in the 1940 Act and the rules and regulations
there under, subject to such exemptions as may be granted by the Securities and
Exchange Commission.
ARTICLE 20. Headings. All Article 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. Words
used herein, regardless of the number and gender specifically used, will be
deemed and construed to include any other number, singular or plural, and any
other gender, masculine, feminine, or neuter, as the contract requires.
ARTICLE 21. 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 22. Limitation of Liability. Notice is hereby given that this
Agreement is executed on behalf of the Trustees of the Trust as trustees and not
individually, and that all obligations of this Agreement are not binding upon
any of the trustees, officers, agents or shareholders of any of the Portfolios
or the Trust individually, but binding only upon the assets and property of the
Portfolios or the Trust. No Portfolio shall be liable for any claims against any
other Portfolio.
ARTICLE 23. 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 24. Binding Agreement. This Agreement, and the rights and
obligations of the parties hereunder, shall be binding on, and inure to the
benefit of, the parties and their respective successors and assigns.
ARTICLE 25. 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 this Agreement did not contain the particular part, term or provision held to
be illegal or invalid.
ARTICLE 26. Portfolio Obligations. The parties acknowledge and agree that
(i) each Portfolio's obligations and duties under this Agreement are individual
and are neither joint nor joint and several, (ii) without limiting the
generality of the foregoing, no Portfolio shall be liable or responsible for the
acts, omissions, or liabilities of any other Portfolio of the Trust on behalf of
or in respect of any other Portfolio, or of any other trust or portfolio in the
Schroder Funds Complex, and (iii) the minimum fees due under this Agreement are
the respective and proportionate obligations of each of the Portfolios (based on
their respective net asset values) in the Trust to the extent that such minimum
fees are imposed on the Trust pursuant to the terms hereof.
-6-
IN WITNESS WHEREOF, the parties hereto have executed and delivered this
Agreement as of the day and year first above written.
XXXXXXXX CAPITAL FUNDS (DELAWARE)
By:
------------------------------
Name:
Title:
SEI INVESTMENTS MUTUAL FUNDS SERVICES
By:
------------------------------
Name:
Title:
SCHRODER FUND ADVISORS INC
By:
------------------------------
Name:
Title:
-7-
SCHEDULE A
TO THE SUB-ADMINISTRATION AGREEMENT
DATED AS OF OCTOBER 8, 2001
BETWEEN
XXXXXXXX CAPITAL FUNDS (DELAWARE)
AND
SEI INVESTMENTS MUTUAL FUNDS SERVICES
--------------------------------------------------------------------------------
VALIDATION OF INCOME & EXPENSE ACCRUALS
Track and validate amortization, accretion, interest, and dividend
income for securities
Modify expense accrual changes at least twice per year
Process expense payments to service providers monthly as appropriate
Classify income and expense categories for reporting purposes
Maintain book / tax differences off-line to assist in tax return
preparation
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
INCOME & CAPITAL GAIN DISTRIBUTIONS
Calculate and record income and capital gains as required by prospectus
Provide distribution factors to client, advisor, and T/A
Reconcile with T/A and resolve differences
Coordinate estimated cash payments required for capital gains and
dividends not reinvested
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
SECURITY MASTER FILE & TRADE PROCESSING
Maintain one security master file with all indicative data elements
Receive automated feed of security trades not later than T+1
Enter same-day settlement trades on Trade Date (T).
Validate trade information
Maintain tax lot records according to a default selected by the advisor
Record all mandatory corporate actions, validating income and
adjustments
Receive and record voluntary corporate actions
Track international dividend reclaims
Daily reconciliation with
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
FUND VALUATION
Obtain security valuation quotes from reliable industry resources
Obtain broker quotes for securities whose prices cannot be obtained
from pricing vendors
Manage and respond to price challenges by advisor or sub-advisor
Investigate stale prices (3 business days for equity securities,
5 business days for fixed income securities)
Check for trading halts on securities at market close
Calculate weekly xxxx-to-market report for money market funds
Validate prices that deviate from pre-established thresholds
Calculate NAV of each fund and any class of shares
Communicate NAVs to NASDAQ & T/A
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
ACCOUNTING REPORTING
Calculate and submit all required yields to clients and 3rd party
reporting agencies
Produce SEI's standard reports
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
THIRD PARTY REPORTING
Distribute daily and monthly data feeds to major third party reporting
agencies
Provide fund updates to third party reporting agencies as required
Assist in resolution of errors reported by third party agencies.
Provide feeds to SEI's Fund Reporting
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
PERFORMANCE REPORTING
Provide SEI's standard performance reports in electronic format (FTP
or email)
Provide plot points and total return data for financial regulatory
reporting (prospectuses, annuals, semi-annuals)
Provide conversion support
After-Tax Reporting - SEI standard reporting in accordance with
industry regulations
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
FINANCIAL STATEMENT PREPARATION
Create financial statement timeline, review with client, and manage
deadlines
Contact advisor to receive trades on trade date for financial
statement semi & year end
Review "shell" financial statements (prior year numbers, new
disclosures, etc.)
Typeset through SEI-selected typesetter
Identify non-income producing securities
Prepare draft financial statements and financial highlights
Incorporate MD&A, graphs, etc. into draft financial statement
Coordinate review with various departments (legal, tax, audit, etc.)
and coordinate changes with printer
Review "Blueline" and clear for print
Complete N-SAR and file with the SEC
Review and release XXXXX version of financial statement to SEC
--------------------------------------------------------------------------------
CASH PROCESSING
Record T/A paid-in-capital activity using an automated T/A feed
Reconcile shares and accruals with the T/A using automated T/A feed
Resolve cash movement discrepancies
Track differences between accrual and actual cash received from
custodian using an automated feed
Provide advisor with daily cash projection
Reconcile security balances with custodian using an automated
custodian feed
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
TREASURY SERVICES
Set expense assumptions and review preliminary budgets with clients
Adjust budget assumptions and discuss with client quarterly
Calculate monthly revenue
Create quarterly dividend payment report
Populate SAIs with fee and expense data
Complete expense section of prospectus
Process payments to advisor, sub-advisor, and administrator
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
REGULATORY ASSISTANCE (COMPLIANCE)
Compile reports for audits, where data resides only at SEI
Assist with SEC inquiries or requests for information with respect to
records retained or service provided by SEI
File N-30Ds
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
PORTFOLIO COMPLIANCE POST-TRADE (SECONDARY) CHECKS
Conduct secondary, T+2 quantitative compliance checks on portfolios
Research potential portfolio deviations
Provide advisors with notice of potential deviations identified by
quantitative tests
Conduct quarterly IRS diversification tests (SubChapter M)
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
COMPLIANCE TRAINING & CONSULTING
Monitor regulatory developments and communicate material changes as
needed
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
TAX SERVICES
Compute required capital gains distributions
Prepare estimated capital gain distributions twice per year (fiscal
year end and excise).
Prepare federal and state tax returns for the RIC and Coordinate PFIC
identification with Advisors bi-annually.
Coordinate foreign tax credit notification to shareholders
Prepare year-end 60-day notices
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Prepare year-end provision and tax footnotes
Provide data for year end 1099 and supplemental tax letters
Calculate reallocations of income and notify T/A
Conduct required income qualification tests
Apply for TIN / EINs to commence business of new RICs
Advise SEI's Fund Accounting on specific tax issues and assist in
resolution of operational tax issues
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
FUND MANAGEMENT
Provide officers of the fund if requested
Respond to SEC inquiries
Provide fund's outside counsel with SEI's input to board books
Coordinate with fund's outside counsel on new policies and procedures
Document portfolio compliance violations on a quarterly basis
Provide advisors with quarterly "advisor checklist" with affiliated
trades and authorized signers.
Attend board meetings as an interested party, if requested by the Trust
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
REGULATORY REPORT PRODUCTION
Coordinate with fund's outside counsel on drafting and filing N-1A,
prospectuses, supplements, and SAIs
Provide plot points and total return data for financial regulatory
reporting (prospectuses, annuals, semi-annuals, proxies)
Review annuals, semi-annuals, 24f-2 documents, and N-SARs
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
DISTRIBUTE REGULATORY REPORTS
Determine print quantities for fund direct S/Hs and ADP beneficial
S/Hs.
Request distribution quantities and marketing quantities from
client contact.
Coordinate distribution instructions with print vendor
Manage distribution process to all registered, beneficial, and omnibus
shareholders for mailing up to 4 components.
Manage distribution process to all other interested parties
(broker/dealers, vendors, fulfillment warehouse, etc.)
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
PROJECT MANAGEMENT
Provide consulting and project planning / project management for new
funds, products, share classes, or load structures
Provide consulting and project planning / project management for
launch of new fund families
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
OPERATIONS SUPPORT / VENDOR MANAGEMENT
Apply for CUSIPs when new funds are opened
Apply for NASDAQ ticker symbols and NASDAQ media listings
Assist in resolving material "as of" trades
Notify vendors of changes in products, policies, procedures
--------------------------------------------------------------------------------
[End of Schedule A]
SCHEDULE B
TO THE SUB-ADMINISTRATION AGREEMENT
DATED AS OF OCTOBER 8, 2001
BETWEEN
XXXXXXXX CAPITAL FUNDS (DELAWARE)
AND
SEI INVESTMENTS MUTUAL FUNDS SERVICES
Portfolios: This Agreement shall apply with respect to all portfolios of
the Trust, either now existing or in the future created. The
following is a listing of the current portfolios of the Trust
(collectively, the "Portfolios"):
Xxxxxxxx International Fund
Xxxxxxxx Emerging Markets Fund
Xxxxxxxx Emerging Markets Fund Institutional Portfolio
Xxxxxxxx International Smaller Companies Fund
Xxxxxxxx U.S. Large Cap Equity Fund
Xxxxxxxx U.S. Smaller Companies Fund
Xxxxxxxx Ultra Fund
Fees: Pursuant to Article 4, commencing as of November 5, 2001 each
Portfolio shall pay the Administrator its pro rata portion of
the following fees, calculated based upon the aggregate
average daily net assets of Xxxxxxxx Capital Funds (Delaware)
and Xxxxxxxx Series Trust (the "Xxxxxxxx Funds Complex"):
0.15% on the first $300 million of average daily net assets
0.12% on average daily net assets in excess of $300 million
This fee schedule is subject to a cumulative minimum annual
fee for the Xxxxxxxx Funds Complex of nine (9) Portfolio's in
existence at of the date of this Agreement, in the amount of
$603,000 for all such portfolios and classes.
The minimum fee shall be increased for each portfolio in
excess of nine (9) portfolios in the Xxxxxxxx Funds Complex in
existence at of the date of this Agreement, as follows:
$50,000 for each portfolio that invests primarily in domestic
securities, and $70,000 for each portfolio that invests
primarily in international securities.
The minimum fee shall be increased for each new class added to
any portfolio in the Xxxxxxxx Funds Complex after the date of
this Agreement, as follows: $12,500 for each new class added
to a portfolio that invests primarily in domestic securities,
and $17,000 for each new class added to a portfolio that
invests primarily in international securities.
The minimum fee shall be decreased if any portfolio in the
Xxxxxxxx Funds Complex is fully liquidated after the date of
this Agreement as follows: $50,000 for each Portfolio that
invests primarily in domestic securities, and $70,000 for each
Portfolio that invests primarily in international securities.
The minimum fee shall be decreased if any class in the
Xxxxxxxx Funds Complex is liquidated after the date of this
Agreement as follows: $12,500 for each class that invests
primarily in domestic securities and $17,000 for each class
that invests primarily in international securities.
Notwithstanding the foregoing, under no circumstances will the
minimum annual fee for Xxxxxxxx Funds Complex be less than
$400,000 for all portfolios and classes in existence during
the term of this Agreement.
Term: This Agreement shall become effective on November 5, 2001 and
shall remain in effect through October 31, 2004 ("Initial
Term") and , thereafter, shall renew and continue in full
force and effect unless and until this Agreement is terminated
by either party in accordance with the provisions of Article 6
hereof.
Misc.: Trust acknowledges and agrees that Administrator reserves the
right to impose a $20,000.00 per annum surcharge against the
Xxxxxxxx Funds Complex in the event the Portfolios have not
implemented by the first anniversary of this Agreement an
automated trade ticket process with Administrator to
facilitate the orderly and timely processing of portfolio
transactions, valuations and reconciliations, provided that
the surcharge may not be imposed in the event that the
Administrator has not implemented SWIFT.
[END OF SCHEDULE B]
