SHAREHOLDER SERVICE PLAN AND AGREEMENT
THE EXPEDITION FUNDS
Investment Service 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 Financial Services Company (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 from time to time beneficially own Investment Service 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) providing information periodically to Clients showing
their positions in Shares;
(iii) arranging for bank wires;
(iv) responding to Client inquiries relating to the services
performed by the Distributor or any service provider;
(v) responding to inquiries from Clients concerning their
investments in Shares;
(vi) forwarding shareholder communications from the Fund
(such as proxies, shareholder reports, annual and semi-annual
financial statements and dividend, distribution and tax notices) to
Clients;
(vii) processing purchase, exchange and redemption requests
from Clients and placing such orders with the Fund or its service
providers;
(viii) assisting Clients in changing dividend options,
account designations, and addresses;
(ix) providing subaccounting with respect to Shares
beneficially owned by Clients;
(x) processing dividend payments from the Fund on behalf of
Clients; and
(xi) providing such other similar services 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 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.
2
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: ___________________________________ Date: ________________
SEI FINANCIAL SERVICES COMPANY
By: ___________________________________ Date: ________________
3
