SHAREHOLDER SERVICE PLAN AND AGREEMENT
THE EXPEDITION FUNDS
CLASS S SHARES
The Expedition Funds (the "Fund") is an open-end investment company
registered under the Investment Company Act of 1940, as amended, and currently
consisting of a number of separately managed portfolios (the "Portfolios"). The
Fund desires to retain SEI Investments Distribution Co. (the "Distributor"), a
Pennsylvania corporation, to itself provide or to compensate service providers
who themselves provide the services described herein to clients (the "Clients")
who beneficially own Class S Shares ("Shares") of any Portfolio of the Fund. The
Distributor is willing to itself provide or to compensate service providers for
providing, such shareholder services in accordance with the terms and conditions
of this Agreement.
SECTION 1. The Distributor will provide, or will enter into written agreements
in the form attached hereto with service providers pursuant to which the service
providers will provide, one or more of the following shareholder services to
Clients who may from time to time beneficially own Shares:
(i) maintaining accounts relating to Clients that invest in Shares;
(ii) arranging for bank wires;
(iii) responding to Client inquiries relating to the services performed by
the Distributor or any service provider;
(iv) responding to inquiries from Clients concerning their investments in
Shares;
(v) assisting Clients in changing dividend options, account designations,
and addresses; and
(vi) providing such other similar personal services provided to Clients as
the Fund may reasonably request to the extent that the Distributor
and/or the service provider is permitted to do so under applicable
laws or regulations.
SECTION 2. The Distributor will provide all office space and equipment,
telephone facilities and personnel (which may be part of the space, equipment
and facilities currently used in the Distributor's business, or any personnel
employed by the Distributor) as may be reasonably necessary or beneficial in
order to fulfill its responsibilities under this Agreement.
SECTION 3. Neither the Distributor nor any of its officers, employees, or agents
is authorized to make any representations concerning the Fund or the Shares
except those contained in the Fund's then-current prospectus or Statement of
Additional Information for the Shares, copies of which will be supplied to the
Distributor, or in such supplemental literature or advertising as may be
authorized in writing.
SECTION 4. For purposes of this Agreement, the Distributor and each service
provider will be deemed to be independent contractors, and will have no
authority to act as agent for the Fund in any matter or in any respect. By its
written acceptance of this Agreement, the Distributor agrees to and does
release, indemnify, and hold the Fund harmless from and against any and all
direct or indirect liabilities or losses resulting from requests, directions,
actions, or inactions of or by the Distributor or its officers, employees, or
agents regarding the Distributor's responsibilities under this Agreement, the
provision of the aforementioned services to Clients by the Distributor or any
service provider, or the purchase, redemption, transfer, or registration of
Shares (or orders relating to the same) by or on behalf of Clients. The
Distributor and its officers and employees will, upon request, be available
during normal business hours to consult with representatives of the
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Fund or its designees concerning the performance of the Distributor's
responsibilities under this Agreement.
SECTION 5. In consideration of the services and facilities to be provided by the
Distributor or any service provider, each Portfolio that has issued Shares will
pay to the Distributor a fee, as agreed from time to time, at an annual rate of
up to .25% (twenty-five basis points) of the average net asset value of all
Shares of each Portfolio, which fee will be computed daily and paid monthly. The
Fund may, in its discretion and without notice, suspend or withdraw the sale of
Shares of any Portfolio, including the sale of Shares to any service provider
for the account of any Client or Clients. The Distributor may waive all or any
portion of its fee from time to time.
SECTION 6. The Fund may enter into other similar servicing agreements with any
other person or persons without the Distributor's consent.
SECTION 7. By its written acceptance of this Agreement, the Distributor
represents, warrants, and agrees that the services provided by the Distributor
under this Agreement will in no event be primarily intended to result in the
sale of Shares.
SECTION 8. This Agreement will become effective on the date a fully executed
copy of this Agreement is received by the Fund or its designee and shall
continue until terminated by either party. This Agreement is terminable with
respect to the Shares of any Portfolio, without penalty, at any time by the Fund
or by the Distributor upon written notice to the Fund.
SECTION 9. All notices and other communications to either the Fund or to the
Distributor will be duly given if mailed, telegraphed, telefaxed, or transmitted
by similar communications device to the appropriate address [stated herein, or
to such other address] as either party shall so provide the other.
SECTION 10. This Agreement will be construed in accordance with the laws of the
Commonwealth of Pennsylvania and may not be "assigned" by either party thereto
as that term is defined in the Investment Company Act of 1940.
SECTION 11. References to the "The Expedition Fund," the "Fund," and the
"Trustees" of the Fund refer respectively to the Trust created and the Trustees
as trustees, but not individually or personally, acting from time to time under
the Declaration of Trust dated August 7, 1989, a copy of which is on file with
the Department of State of the Commonwealth of Massachusetts and at the Fund's
principal office. The obligations of the Fund entered into in the name or on
behalf thereof by any of the Trustees, officers, representatives, or agents are
made not individually, but in such capacities, and are not binding upon any of
the Trustees, shareholders, officers, representatives, or agents of the Fund
personally. Further, any obligations of the Fund with respect to any one
Portfolio shall not be binding upon any other Portfolio.
By their signatures, the Fund and the Distributor agree to the terms of this
Agreement.
THE EXPEDITION FUNDS
By: /s/ Xxxxxxx X. Xxxxx Date: May 25, 2000
SEI INVESTMENTS DISTRIBUTION CO.
By: /s/ Xxxxx X. Xxxxx Date: May 25, 2000
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