Exhibit 9(f)
SUB-ADMINISTRATION AGREEMENT
AGREEMENT made effective this 1st day of January, 1998, between SEI
INVESTMENTS MANAGEMENT CORPORATION ("SEI"), a Delaware business trust, and
having its principal place of business at Xxxx, XX 00000, and First Bank
National Association (the "Sub-Administrator"), a national banking association
having its main office at 000 0xx Xxxxxx Xxxxx, Xxxxxxxxxxx, XX 00000.
WHEREAS, SEI has entered into an Amended and Restated Administration
Agreement, dated as of July 1, 1997 (the "Administration Agreement"), with First
American Strategy Funds, Inc. ("First American"), a Minnesota corporation
having its principal place of business at Xxxx, XX 00000, concerning the
provision of management and administrative services for the investment
portfolios of First American identified on Schedule A hereto, as such Schedule
shall be amended from time to time (individually referred to herein as the
"Fund" and collectively as the "Funds"); and
WHEREAS, SEI desires to retain the Sub-Administrator to assist it in
performing administrative services with respect to each Fund and the
Sub-Administrator is willing to perform such services on the terms and
conditions set forth in this Agreement;
NOW, THEREFORE, in consideration of the mutual premises and covenants
herein set forth, the parties agree as follows:
1. Services as Sub-Administrator. The Sub-Administrator will assist SEI
in providing administrative services with respect to each Fund as may be
reasonably requested by SEI from time to time. Such services may include, but
are in no way limited to, such clerical, bookkeeping, accounting, stenographic,
and administrative services which will enable SEI to more efficiently perform
its obligations under the Administration Agreement. Specific assignments may
include:
(i) With regard to the investment adviser to First American, and
at the direction of SEI, to:
a. advise with regard to various compliance requirements
including but not limited to the performance of
credit analysis as required by Rule 2a-7 under the
Investment Company Act of 1940, as amended (the "1940
Act");
b. assist in the preparation of Directors' compliance
reports;
c. assist in the resolution of other technical issues of
a non-compliance nature; and
d. serve as on-site liaison;
(ii) Gathering of information deemed necessary by SEI to support
(a) required state regulatory filings (including filings
required to be made with California tax, blue sky and bank
agencies) and (b) required federal regulatory filings;
(iii) Preparation of statistical and research data;
(iv) Assistance in the preparation of First American's Annual and
Semi-Annual Reports to Shareholders; and
(v) Assistance in the gathering of data for inclusion in SEI's
periodic reports to the Directors.
The Sub-Administrator will keep and maintain all books and records relating to
its services in accordance with Rule 31a-1 under the 1940 Act.
2. Compensation; Reimbursement of Expenses. SEI shall pay the Sub-
Administrator for the services to be provided by the Sub-Administrator under
this Agreement in accordance with, and in the manner set forth in, Schedule A
hereto. In addition, SEI agrees to reimburse the Sub-Administrator for the
Sub-Administrator's reasonable out-of-pocket expenses in providing services
hereunder.
3. Effective Date. This Agreement shall become effective with respect
to a Fund as of the date first written above (or, if a particular Fund is not in
existence on that date, on the date specified in the amendment to Schedule A to
this Agreement relating to such Fund) (the "Effective Date").
4. Term. This Agreement shall continue in effect with respect to a Fund
for as long as the Administration Agreement remains in effect. Compensation due
the Sub-Administrator and unpaid by SEI upon such termination shall be
immediately due and payable upon and notwithstanding such termination. The
Sub-Administrator shall be entitled to collect from SEI, in addition to the
compensation described under paragraph 2 hereof, the amount of all the
Sub-Administrator's cash disbursements for services in connection with the
Sub-Administrator's activities in effecting such termination, including without
limitation, the delivery to SEI, First American, and/or their respective
designees of First American's property, records, instruments and documents, or
any copies thereof. Subsequent to such termination for a reasonable fee to be
paid by SEI, the Sub-Administrator will provide SEI and/or First American with
reasonable access to any First American documents or records remaining in its
possession.
5. Standard of Care: Reliance on Records and Instructions;
Indemnification. The Sub-Administrator shall use its best efforts to insure the
accuracy of all services performed under this Agreement, but shall not be liable
to SEI or First American for any action taken or omitted by
the Sub-Administrator in the absence of bad faith, willful misfeasance,
negligence or from reckless disregard by it of its obligations and duties. SEI
agrees to indemnify and hold harmless the Sub-Administrator, its employees,
agents, directors, officers and nominees from and against any and all claims,
demands, actions and suits, whether groundless or otherwise, and from and
against any and all judgments, liabilities, losses, damages, costs, charges,
counsel fees and other expenses of every nature and character arising out of or
in any way relating to the Sub-Administrator's actions taken or nonactions with
respect to the performance of services under this Agreement with respect to a
Fund or based, if applicable, upon reasonable reliance on information, records,
instructions or requests with respect to such Fund given or made to the
Sub-Administrator by a duly authorized representative of SEI; provided that this
indemnification shall not apply to actions or omissions of the Sub-Administrator
in cases of its own bad faith, willful misfeasance, negligence or from reckless
disregard by it of its obligations and duties, and further provided that prior
to confessing any claim against it which may be the subject of this
indemnification, the Sub-Administrator shall give SEI written notice of and
reasonable opportunity to defend against said claim in its own name or in the
name of the Sub-Administrator.
6. Record Retention and Confidentiality. The Sub-Administrator shall
keep and maintain on behalf of First American all books and records which First
American and the Sub-Administrator are, or may be, required to keep and maintain
in connection with the services to be provided hereunder pursuant to any
applicable statutes, rules and regulations, including without limitation Rules
31a-1 and 31a-2 under the 1940 Act. The Sub-Administrator further agrees that
all such books and records shall be the property of First American and to make
such books and records available for inspection by First American, by SEI, or by
the Securities and Exchange Commission at reasonable times and otherwise to keep
confidential all books and records and other information relative to First
American and its shareholders; except when requested to divulge such information
by duly-constituted authorities or court process.
7. Uncontrollable Events. The Sub-Administrator assumes no
responsibility hereunder, and shall not be liable, for any damage, loss of data,
delay or any other loss whatsoever caused by events beyond its reasonable
control.
8. Rights of Ownership. All computer programs and procedures developed
to perform the services to be provided by the Sub-Administrator under this
Agreement are the property of the Sub-Administrator. All records and other data
except such computer programs and procedures are the exclusive property of First
American and all such other records and data will be furnished to SEI and/or
First American in appropriate form as soon as practicable after termination of
this Agreement for any reason.
9. Return of Records. The Sub-Administrator may at its option at any
time, and shall promptly upon the demand of SEI and/or First American, turn over
to SEI and/or First American and cease to retain the Sub-Administrator's files,
records and documents created and maintained by the Sub-Administrator pursuant
to this Agreement which are no longer needed by the Sub-Administrator in the
performance of its services or for its legal protection. If not so turned over
to SEI and/or First American, such documents and records will be retained by the
Sub-Administrator for six years from the year of creation. At the end of such
six-year period, such records and documents will be turned over to SEI and/or
First American unless First American authorizes in writing the destruction of
such records and documents.
10. Representations of SEI. SEI certifies to the Sub-Administrator that
this Agreement has been duly authorized by SEI and, when executed and delivered
by SEI, will constitute a legal, valid and binding obligation of SEI,
enforceable against SEI in accordance with its terms, subject to bankruptcy,
insolvency, reorganization, moratorium and other laws of general application
affecting the rights and remedies of creditors and secured parties.
11. Representations of the Sub-Administrator. The Sub-Administrator
represents and warrants that: (1) the various procedures and systems which the
Sub-Administrator has implemented with regard to safeguarding from loss or
damage attributable to fire, theft, or any other cause of the records and other
data of First American and the Sub-Administrator's records, data, equipment
facilities and other property used in the performance of its obligations
hereunder are adequate and that it will make such changes therein from time to
time as are required for the secure performance of it obligations hereunder, and
(2) this Agreement has been duly authorized by the Sub-Administrator and, when
executed and delivered by the Sub-Administrator, will constitute a legal, valid
and binding obligation of the Sub-Administrator, enforceable against the
Sub-Administrator in accordance with its terms, subject to bankruptcy,
insolvency, reorganization, moratorium and other laws of general application
affecting the rights and remedies of creditors and secured parties.
12. Insurance. The Sub-Administrator shall notify SEI should any of its
insurance coverage be canceled or reduced. Such notification shall include the
date of change and the reasons therefor. The Sub-Administrator shall notify SEI
of any material claims against it with respect to services performed under this
Agreement, whether or not they may be covered by insurance, and shall notify SEI
from time to time as may be appropriate of the total outstanding claims made by
the Sub-Administrator under its insurance coverage.
13. Notices. Any notice provided hereunder shall be sufficiently given
when sent by registered or certified mail to SEI at the following address: Xxx
Xxxxxxx Xxxxxx Xxxx, Xxxx, XX 00000, and to the Sub-Administrator at the
following address: 000 0xx Xxxxxx Xxxxx, Xxxxxxxxxxx, XX 00000, or at such other
address as either party may from time to time specify in writing to the other
party pursuant to this Section.
14. Headings. Paragraph headings in this Agreement are included for
convenience only and are not to be used to construe or interpret this Agreement.
15. Assignment. This Agreement and the rights and duties hereunder
shall not be assignable with respect to a Fund by either of the parties hereto
except by the specific written consent of the other party and with the specific
written consent of First American.
16. Governing Law. This Agreement shall be governed by and provisions
shall be construed in accordance with the laws of the State of Minnesota.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed all as of the day and year first above written.
SEI INVESTMENTS MANAGEMENT
CORPORATION
By: /s/ Xxxxx X. Xxxxxx
Name: Xxxxx X. Xxxxxx
Title: Senior Vice President
FIRST BANK NATIONAL ASSOCIATION
By: /s/ Xxxx Xxxxxx
Name: Xxxx Xxxxxx
Title: VP
SCHEDULE A
DATED AS OF JANUARY 1, 1998
TO THE SUB-ADMINISTRATION AGREEMENT
BETWEEN
SEI INVESTMENTS MANAGEMENT CORPORATION
AND
FIRST BANK NATIONAL ASSOCIATION
I. Investment Portfolios
Effective Date
--------------
Strategy Income Fund January 1, 1998
Strategy Growth Fund January 1, 1998
Strategy Growth & Income Fund January 1, 1998
Strategy Aggressive Growth Fund January 1, 1998
II. Compensation
Annual Rate of up to 0.05% of each such Fund's average daily net assets
SEI INVESTMENTS MANAGEMENT
CORPORATION
By: /s/ Xxxxx X. Xxxxxx
Title: Senior Vice President
FIRST BANK NATIONAL ASSOCIATION
By: /s/ Xxxx Xxxxxx
Title: VP
