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EXHIBIT 9B
SUB-ADMINISTRATION AGREEMENT
AGREEMENT made 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 FMB Trust Company, National
Association "Sub-Administrator"), a national banking association having its main
office at 00 Xxxxx Xxxxxxx Xxxxxx, Xxxxxxxxx, Xxxxxxxx.
WHEREAS, SEI has entered into an Administration Agreement, dated
November 1, 1995, as amended (the "Administration Agreement"), with ARK Funds
("ARK"), a Massachusetts business trust having its principal place of business
at Xxxx, XX 00000, concerning the provision of management and administrative
services for the investment portfolios of ARK identified on Schedule A hereto,
as such Schedule shall be amended from time to time (individually referred to
herein as the "Portfolio" and collectively as the "Portfolios"); and
WHEREAS, SEI desires to retain the Sub-Administrator to assist it in
performing administrative services with respect to each Portfolio 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 Portfolio 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 ARK, 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 Trustees' compliance
reports;
c. assist in the resolution of other technical issues of
a non-compliance nature; and
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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 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 ARK's Annual and Semi-Annual
Reports to Shareholders; and
(v) Assistance in the gathering of data from the investment advisor to
ARK for inclusion in SEI's periodic reports to the Trustees.
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 B
hereto.
3. Effective Date. This Agreement shall become effective with respect
to a Portfolio as of the date first written above (or, if a particular Portfolio
is not in existence on that date, on the date specified in the amendment to
Schedule A to this Agreement relating to such Portfolio or, if no date is
specified, the date on which such amendment is executed) (the "Effective Date").
4. Term. This Agreement shall become effective with respect to a
Portfolio on January 1, 1998, and shall remain in effect for four years, and
thereafter shall be renewed automatically for successive periods of two years
unless terminated by either party on not less than 90 days prior written notice;
provided, however, that after such termination for so long as the
Sub-Administrator, with the written consent of SEI, in fact continues to perform
any one or more of the services contemplated by this Agreement or any schedule
or exhibit hereto, the provisions of this Agreement, including without
limitation the provisions dealing with indemnification, shall continue in full
force and effect, and further provided however, that this agreement shall
terminate in any event upon the termination of the Administration Agreement.
Either party to this Agreement may terminate such Agreement prior to the
expiration of the initial term set forth above by providing the other party with
written notice of such termination at least 60 days prior to the date upon which
such termination shall become effective. 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,
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including without limitation, the delivery to SEI, ARK, and/or their respective
designees of ARK'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 ARK with reasonable access to any
ARK 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 ARK 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 Portfolio or based, if
applicable, upon reasonable reliance on information, records, instructions or
requests with respect to such Portfolio 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 ARK all books and records which ARK 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 ARK and to make such books and records
available for inspection by ARK, 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 ARK 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
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and procedures are the exclusive property of ARK and all such other records and
data will be furnished to SEI and/or ARK 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 ARK, turn over to SEI
and/or ARK 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
ARK, 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 ARK unless ARK
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 ARK 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 cancelled 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
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registered or certified mail to SEI at the following address: Xxx Xxxxxxx Xxxxxx
Xxxxx, Xxxx, XX, and to the Sub-Administrator at the following address: 00 Xxxxx
Xxxxxxx Xxxxxx, Xxxxxxxxx, Xxxxxxxx, 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 Portfolio by either of the parties
hereto except by the specific written consent of the other party and with the
specific written consent of ARK.
16. Governing Law. This Agreement shall be governed by and provisions
shall be construed in accordance with the laws of The Commonwealth of
Massachusetts.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed all as of the day and year first above written.
[SEAL] SEI FINANCIAL MANAGEMENT
CORPORATION
By:_________________
Title:______________
FMB TRUST COMPANY, NATIONAL
ASSOCIATION
By:_________________
Title:______________
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SCHEDULE A
TO THE SUB-ADMINISTRATION AGREEMENT
BETWEEN
SEI FINANCIAL MANAGEMENT CORPORATION
AND
FMB TRUST COMPANY, NATIONAL ASSOCIATION
NAME OF PORTFOLIO
U.S. Treasury Money Market Portfolio
U.S. Government Money Market Portfolio
Money Market Portfolio
Short-Term Treasury Portfolio
Intermediate Fixed Income Portfolio
Income Portfolio
Maryland Tax-Free Portfolio
Pennsylvania Tax-Free Portfolio
Balanced Portfolio
Equity Income Portfolio
Equity Index Portfolio
Blue Chip Equity Portfolio
Large-Cap Value Portfolio
Mid-Cap Equity Portfolio
Stock Portfolio
Capital Growth Portfolio
Small Cap Portfolio (formerly Special Equity Portfolio)
International Equity Portfolio
Short-Term Bond Portfolio
Intermediate Government Portfolio
Value Equity Portfolio
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SEI FINANCIAL MANAGEMENT
CORPORATION
By: _______________________
Title:_____________________
FMB TRUST COMPANY, NATIONAL
ASSOCIATION.
By: _______________________
Title:_____________________
Dated: As of January 1, 1998
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SCHEDULE B
TO THE SUB-ADMINISTRATION AGREEMENT
BETWEEN
SEI FINANCIAL MANAGEMENT CORPORATION
AND
FMB TRUST COMPANY, NATIONAL ASSOCIATION
Compensation
Annual Rate of up to 0.0275% of aggregate average daily net assets
SEI FINANCIAL MANAGEMENT FMB TRUST COMPANY, NATIONAL
MANAGEMENT ASSOCIATION
By:_________________ By:_________________
Title:______________ Title:______________
