AMENDMENT NUMBER ONE
TO SUB-ADMINISTRATIVE SERVICES AGREEMENT
THIS AMENDMENT NUMBER ONE to the Sub-Administrative Services Agreement
(this "Amendment") is entered into as of the first day of February, 2004 by and
between PBHG Fund Services, ("PBHG"), a Pennsylvania business trust, and SEI
Investments Mutual Funds Services ("SEI MFS"), a Delaware business trust.
WHEREAS, PBHG and SEI MFS entered into the Administrative Services
Agreement dated as of the 1st day of January, 2001 (the "Agreement"); and
WHEREAS, PBHG and SEI MFS desire to amend the Agreement as provided herein.
NOW THEREFORE, in consideration of the premises, covenants, representations
and warranties contained herein, the parties hereto agree as follows:
1. AMENDMENT TO SECTION 11 OF THE AGREEMENT. Section 11 of the Agreement is
hereby amended to provide in its entirety as follows:
11. TERM OF AGREEMENT
The term of this agreement shall become effective on February 1,
2004 and remain in effect until December 31, 2007, and thereafter for
consecutive two year terms (each a "Renewal Term"), unless terminated
in accordance with the provisions of Article 13 of the Agreement. SEI
MFS shall furnish PBHG, promptly upon request by PBHG, such
information as may be reasonably necessary to evaluate the terms of
this Agreement or any extension, renewal, or amendment thereof.
2. AMENDMENT TO SCHEDULE A OF THE AGREEMENT. Schedule A of the Agreement is
hereby amended to provide in its entirety as set forth in Attachment 1 to
this Amendment.
3. AMENDMENT TO SCHEDULE B OF THE AGREEMENT. Schedule B of the Agreement is
hereby amended to provide in its entirety as set forth in Attachment 2 to
this Amendment.
4. RATIFICATION OF AGREEMENT. Except as expressly amended and provided herein,
all of the terms, conditions and provisions of the Agreement are hereby
ratified and confirmed to be of full force and effect, and shall continue
in full force and effect.
5. COUNTERPARTS. This Amendment shall become binding when any one or more
counterparts hereof individually or taken together, shall bear the original
or facsimile signature of each of the parties hereto. This Amendment may be
executed in any number of counterparts, each of which shall be an original
against any party whose signature appears thereon, but all of which
together shall constitute but one and the same instrument.
6. GOVERNING LAW. This Amendment shall in all respects (including the
formation thereof and performance hereunder) be governed by and construed
in accordance with the laws of the State of Pennsylvania and the applicable
provisions of the 1940 Act. To the extent that the applicable laws of the
State of Pennsylvania, or any provisions herein, conflict with the
provisions of the 1940 Act, the latter shall control.
IN WITNESS WHEREOF, the parties hereto have executed this Amendment by
their duly authorized representatives as of the day and year first above
written.
PBHG FUND SERVICES
BY:
---------------------------------
Name:
Title:
SEI INVESTMENTS MUTUAL FUNDS SERVICES
BY:
---------------------------------
Name:
Title:
ATTACHMENT 1
Schedule A
THE FUNDS OF THE COMPANY THAT WILL RECEIVE SERVICES PURSUANT TO THIS AGREEMENT
ARE:
PBHG FUNDS
PBHG Emerging Growth Fund
PBHG Growth Fund
PBHG Large Cap 20 Fund
PBHG Large Cap Growth Fund
PBHG Select Growth Fund
PBHG Clipper Focus Fund
PBHG Focused Fund
PBHG Large Cap Fund
PBHG Mid-Cap Fund
PBHG Small Cap Fund
PBHG Disciplined Equity Fund
PBHG Strategic Small Company Fund
PBHG REIT Fund
PBHG Technology & Communication Fund
PBHG XXX Capital Preservation Fund
PBHG Cash Reserves Fund
PBHG Intermediate fixed Income Fund
PBHG Small Cap Value Fund
PBHG INSURANCE SERIES PORTFOLIOS
PBHG Growth II Portfolio
PBHG Large Cap Growth Portfolio
PBHG Mid-Cap Portfolio
PBHG Select 20 Portfolio
PBHG Small Cap Growth Portfolio
PBHG Small Cap Portfolio
PBHG Technology and Communications Portfolio
ATTACHMENT 2
SCHEDULE B
In compensation for the services provided to PBHG Fund Services, the
Administrator agrees to pay the Sub-Administrator a fee based upon the greater
sum (higher value) which comes from making the following calculations:
a. An asset based fee calculated daily and paid monthly upon the combined assets
of the PBHG Funds, PBHG Insurance Funds, and the four new multi manager Asset
Allocation Funds in an existing or stand alone trust at the annual rate of:
|X| 1.65 basis points on the first $10 billion in assets
|X| 1.25 basis points on assets the next $10 billion of combined assets
|X| 1 basis point on assets combined assets in excess of $20 billion
b. A minimum fee based on to the aggregate number of Funds of the PBHG Funds,
PBHG Insurance Funds, and the four new multi manager Asset Allocation Funds in
an existing or stand alone trust calculated daily and paid monthly as defined
below:
Combined Trusts Total Portfolios:
Equal to or greater than 15 single manager portfolios and 4
multi-manager funds with up to 15 managers
o Complex minimum of aggregated portfolios equal to
$50,000 minimum for each portfolio, any manager over 15
in each multi-manager portfolio will be an additional
$2,000
Example:20 single manager portfolios*$50,000=$1 million
4 multi-manager portfolios*$50,000=$200,000
complex minimum =$1,200,000
11-14 single manager portfolios and 4 multi-manager funds with up
to 15 managers
o Complex minimum of aggregated portfolios equal to
$55,000 minimum for each portfolio, any manager over 15
in each multi-manager portfolio will be an additional
$2,000
Example:11 single manager portfolios*$55,000=$605,000
4 multi-manager portfolios(each with 20 managers)*$55,000+
(4 additional managers per portfolio*$2,000)*4=$252,000
complex minimum =$857,000
Less than 11 single manager portfolios and any number of
multi-manager funds with any number of managers
o Complex minimum of aggregated portfolios equal to
$60,000 minimum for each single manager portfolio and
$60,000 per portfolio with an additional $2,000 per
each additional manager
Example:5 single manager portfolios*$60,000=$300,000
4 multi-manager portfolios(each with 20 managers)*$60,000+
(19 additional managers per portfolio*$2,000)*4=$392,000
complex minimum =$692,000
