ADMINISTRATION AGREEMENT
CoreFunds, Inc.
THIS AGREEMENT is made as of this 30th day of October, 1992, by and
between CoreFunds, Inc. (the "Company"), a Maryland corporation, and SEI
Financial Management Corporation (the "Administrator"), a Delaware corporation.
WHEREAS, the Company is an open-end diversified management investment
company registered under the Investment Company Act of 1940, as amended (the
"1940 Act"); and
WHEREAS, the Company desires the Administrator to provide, and the
Administrator is willing to provide management, administrative, transfer agent
and shareholder servicing services to the Company's Treasury Reserve, Cash
Reserve, Tax-Free Reserve, Growth Equity, Value Equity, Intermediate Bond,
Equity Index, International Growth, Balanced, Government Income,
Intermediate-Term Municipal, Fiduciary Reserve, Fiduciary Tax-Free Reserve, and
Fiduciary Treasury Reserve Portfolios and such other portfolios as the Company
and the Administrator may agree on ("Portfolios"), on the terms and conditions
hereinafter set forth;
NOW, THEREFORE, in consideration of the premises and the covenants
hereinafter contained, the Company and the Administrator hereby agree as
follows:
ARTICLE 1. Retention of the Administrator. The Company hereby retains
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the Administrator to act as the Administrator and Shareholder Servicing Agent of
the Portfolios and to furnish the Portfolios with the management,
administrative, transfer agent and shareholder servicing services as set forth
below. The Administrator hereby accepts such employment to perform the duties
set forth below.
The Administrator shall, for all purposes herein, be deemed to be an
independent contractor and, unless otherwise expressly provided or authorized,
shall have no authority to act for or represent the Company in any way and shall
not be deemed an agent of the Company. All of the Administrator's duties shall
be subject always to the objectives, policies and restrictions contained in the
Company's current registration statement under the 1940 Act, to the Company's
Articles of Incorporation and By-Laws, to the provisions of the 1940 Act, and to
any other guidelines that may be established by the Company's Directors.
ARTICLE 2. Transfer Agent Services. The Administrator will act as
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Transfer Agent for the Portfolios' institutional accounts and, as such, will
record in an account (the "Account") the total number of units of beneficial
interest ("Shares") of each Portfolio issued and outstanding from time to time
and will maintain Share transfer records in which it will note the names and
registered addresses of Shareholders, and the number of Shares from time to time
owned by each of them. Each Shareholder will be assigned one or more account
numbers.
The Administrator is authorized to set up accounts and record
transactions in the accounts on the basis of instructions received from
Shareholders when accompanied by remittance in appropriate amount as provided in
the Company's then current prospectus. The Company will not issue certificates
representing its Shares. Whenever Shares are purchased or issued, the
Administrator shall credit the Account with the Shares issued, and credit the
proper number of Shares to the appropriate Shareholder.
Likewise, whenever the Administrator has occasion to redeem Shares owned
by a Shareholder, the Company authorizes the Administrator to process the
transaction by making appropriate entries in its Share transfer records and
debiting the Account.
Upon notification by the Company's Custodian of the receipt of funds
through the Federal Reserve wire system or conversion into Federal funds of
funds transmitted by other means for the purchase of Shares in accordance with
the Company's current prospectus, the Administrator shall notify the Company of
such deposits on a daily basis.
The Administrator shall credit each Shareholder's account with the
number of units purchased according to the price of the Shares in effect for
such purchases determined in the manner set forth in the Company's then current
prospectus. The Administrator shall process each order for the redemption of
Shares from or on behalf of a Shareholder, and shall cause cash proceeds to be
wired in Federal funds.
The requirements as to instruments of transfer and other documentation,
the applicable redemption price and the time of payment shall be as provided in
the then current prospectus, subject to such supplemental requirements
consistent with such prospectus as may be established by mutual agreement
between the Company and Administrator.
If the Administrator or the Company determines that a request for
redemption does not comply with the requirements for redemption, the
Administrator shall promptly so notify the Shareholder, together with the reason
therefor, and shall effect such redemption at the price next determined after
receipt of documents complying with said standards.
On each day that the Company's Custodian and the New York Stock Exchange
are open for business ("Business Day"), the Administrator shall notify the
Custodian of the amount of cash or other assets required to meet payments made
pursuant to the provisions of this Article 2, and the Company shall instruct the
Custodian to make available from time to
time sufficient funds or other assets therefor.
The authority of the Administrator to perform its responsibilities under
this Article 2 shall be suspended upon receipt by it of notification from the
Securities and Exchange Commission or the Directors of the suspension of the
determination of the Company's net asset value.
In registering transfers, the Administrator may rely upon the opinion of
counsel in not requiring complete documentation, in registering transfers
without inquiry into adverse claims, in delaying registration for purposes of
such inquiry, or in refusing registration where in its judgment an adverse claim
requires such refusal.
The Company warrants that it has or shall deliver to the Administrator,
as transfer agent:
(a) a copy of the Articles of Incorporation of the Company,
incorporating all amendments thereto, certified by the Secretary or
Assistant Secretary of the Company;
(b) an opinion of counsel to the Company with respect to (i) the
legality and continuing existence of the Company, (ii) the legality
of its outstanding Shares of beneficial interest, and (iii) the
number of Shares authorized for issuance and stating that upon
issuance they will be validly issued and non-assessable; and
(c) the Company's Secretary's or Assistant Secretary's certificate as to
the authorized outstanding Shares of the Company, its address to
which notices may be sent, the names and specimen signatures of its
officers who are authorized to sign instructions or requests to the
Administrator on behalf of the Company, and the name and address of
legal counsel to the Company. In the event of any future amendment
or change in respect of any of the foregoing, prompt written
notification of such change shall be given by the Company to the
Administrator, together with copies of all relevant resolutions,
instruments or other documents, specimen signatures, certificates,
opinions or the like as the Administrator may deem necessary or
appropriate.
ARTICLE 3. Dividend Disbursing Agent. The Administrator shall act as
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Dividend Disbursing Agent for the Company's institutional accounts and, as such,
in accordance with the provisions of the Company's Articles of Incorporation and
then current prospectus, shall prepare and wire or credit income and capital
gains distributions to Shareholders (or instruct the Custodian to do so).
The Company agrees that it shall promptly inform the Administrator of
the declaration of any dividend or distribution on its Shares, and that on or
before the payment date of a distribution, it shall instruct the Custodian to
make available, at the instruction of the
Dividend Disbursing Agent, sufficient funds for the cash amount to be paid out.
If a Shareholder is entitled to receive additional Shares by virtue of any such
distribution or dividend, appropriate credits will be made to the Shareholder's
account.
ARTICLE 4. Other Administrative Services. In addition to the services
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described above, the Administrator shall perform or supervise the performance by
others of other administrative services in connection with the operations of the
Portfolios, and, on behalf of the Company, will investigate, assist in the
selection of and conduct relations with custodians, depositories, accountants,
underwriters, brokers and dealers, corporate fiduciaries, insurers, banks and
persons in any other capacity deemed to be necessary or desirable for the
Portfolios' operation. The Administrator shall provide the Directors of the
Company with such reports regarding investment performance as they may
reasonably request but shall have no responsibility for supervising the
performance by any investment adviser or sub-adviser of its responsibilities.
The Administrator shall provide the Company with regulatory reporting,
fund accounting and related portfolio accounting services, all necessary office
space, equipment, personnel compensation and facilities (including facilities
for Shareholders' and Directors' meetings) for handling the affairs of the
Portfolios and such other services as the Administrator shall, from time to
time, determine to be necessary to perform its obligations under this Agreement.
The Administrator shall make reports to the Company's Directors
concerning the performance of its obligations hereunder; furnish advice and
recommendations with respect to other aspects of the business and affairs of the
Portfolios as the Company and the Administrator shall determine desirable; and
shall provide the Portfolios' Shareholders with the reports described in the
Company's current prospectus.
The Administrator shall calculate the daily net asset value of the
Portfolios in accordance with the procedures prescribed in the Company's
Registration Statement and such other procedures as may be established by the
Directors of the Company.
Also, the Administrator will perform other services for the Company as
agreed from time to time, including, but not limited to, preparation and mailing
of appropriate federal income tax forms; mailing the annual reports of the
Company; preparing an annual list of Shareholders; furnishing the Company with
such reports regarding the sale and redemption of Shares as may be required in
order to comply with federal and state securities law; and mailing notices of
Shareholders' meetings, proxies and proxy statements, for all of which the
Company will pay the Administrator's out-of-pocket expenses.
ARTICLE 5. Allocation of Charges and Expenses.
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(A) The Administrator. The Administrator shall furnish at its own
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expense the executive, supervisory and clerical personnel necessary
to perform its
obligations under this Agreement. The Administrator shall also
provide the items which it is obligated to provide under this
Agreement, and shall pay all compensation, if any, of officers of
the Company as well as all Directors of the Company who are
affiliated persons of the Administrator or any affiliated
corporation; provided, however, that unless otherwise specifically
provided, the Administrator shall not be obligated to pay the
compensation of any employee of the Company retained by the
Directors of the Company to perform services on behalf of the
Company.
(B) The Company. The Company assumes and shall pay or cause to be paid
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all other expenses of the Company not otherwise allocated herein,
including, without limitation, organizational costs, taxes, expenses
for legal and auditing services, the expenses of preparing
(including typesetting), printing and mailing reports, prospectuses,
statements of additional information, proxy solicitation material
and notices to existing Shareholders, all expenses incurred in
connection with issuing and redeeming Company Shares, the costs of
custodial services, the cost of initial and ongoing registration of
the Company's Shares under federal and state securities laws, fees
and out-of-pocket expenses of Directors who are not affiliated
persons of the Administrator or any affiliated corporation,
insurance, interest, brokerage costs, litigation and other
extraordinary or nonrecurring expenses, all fees and charges of
investment advisers to the Company. In addition, the Company will
bear distribution expenses in accordance with the Company's
Distribution Plan.
ARTICLE 6. Compensation of the Administrator.
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(A) Administration Fee. For the services to be rendered, the facilities
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furnished and the expenses assumed by the Administrator pursuant to
this Agreement, the Company shall pay to the Administrator
compensation at an annual rate specified in the schedules which are
attached hereto and made a part of this Agreement ("Schedules").
Such compensation shall be calculated and accrued daily, and paid to
the Administrator monthly.
If this Agreement becomes effective subsequent to the first day of a
month or terminates before the last day of a month, the
Administrator's compensation for that part of the month in which
this Agreement is in effect shall be prorated in a manner consistent
with the calculation of the fees as set forth above. Payment of the
Administrator's compensation for the preceding month shall be made
promptly.
(B) Compensation from Transactions. The Company hereby authorizes any
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entity or person associated with the Administrator which is a member
of a national securities exchange to effect any transaction on the
exchange for the account of the Company which is permitted by
Section 11(a) of the Securities Exchange
Act of 1934 and Rule 11a2-2(T) thereunder, and the Company hereby
consents to the retention of compensation for such transactions in
accordance with Rule 11a2-2(T)(a)(2)(iv).
(C) Survival of Compensation Rights. All rights of compensation under
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this Agreement for services performed as of the termination date
shall survive the termination of this Agreement.
ARTICLE 7. Limitation of Liability of the Administrator. The duties of
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the Administrator shall be confined to those expressly set forth herein, and no
implied duties are assumed by or may be asserted against the Administrator
hereunder. The Administrator shall not be liable for any error of judgment or
mistake of law or for any loss arising out of any investment or for any act or
omission in carrying out its duties hereunder, except a loss resulting from
willful misfeasance, bad faith or gross negligence in the performance of its
duties, or by reason of reckless disregard of its obligations and duties
hereunder, except as may otherwise be provided under provisions of applicable
state law which cannot be waived or modified hereby. (As used in this Article 7,
the term "Administrator" shall include directors, officers, employees and other
corporate agents of the Administrator as well as that corporation itself.)
So long as the Administrator acts in good faith and with due diligence
and without gross negligence, the Company assumes full responsibility and shall
indemnify the Administrator and hold it harmless from and against any and all
actions, suits and claims, whether groundless or otherwise, and from and against
any and all losses, damages, costs, charges, reasonable counsel fees and
disbursements, payments, expenses and liabilities (including reasonable
investigation expenses) arising directly or indirectly out of said
administration, transfer agency, and dividend disbursing relationships to the
Company or any other service rendered to the Company hereunder. The indemnity
and defense provisions set forth herein shall indefinitely survive the
termination of this Agreement.
The rights hereunder shall include the right to reasonable advances of
defense expenses in the event of any pending or threatened litigation with
respect to which indemnification hereunder may ultimately be merited. In order
that the indemnification provision contained herein shall apply, however, it is
understood that if in any case the Company may be asked to indemnify or hold the
Administrator harmless, the Company shall be fully and promptly advised of all
pertinent facts concerning the situation in question, and it is further
understood that the Administrator will use all reasonable care to identify and
notify the Company promptly concerning any situation which presents or appears
likely to present the probability of such a claim for indemnification against
the Company, but failure to do so in good faith shall not affect the rights
hereunder.
The Administrator may apply to the Company at any time for instructions
and may consult counsel for the Company or its own counsel and with accountants
and other experts with respect to any matter arising in connection with the
Administrator's duties, and the
Administrator shall not be liable or accountable for any action taken or
omitted by it in good faith in accordance with such instruction or with the
opinion of such counsel, accountants or other experts.
Also, the Administrator shall be protected in acting upon any document
which it reasonably believes to be genuine and to have been signed or presented
by the proper person or persons. Nor shall the Administrator be held to have
notice of any change of authority of any officers, employee or agent of the
Company until receipt of written notice thereof from the Company.
ARTICLE 8. Activities of the Administrator. The services of the
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Administrator rendered to the Company are not to be deemed to be exclusive. The
Administrator is free to render such services to others and to have other
businesses and interests. It is understood that Directors, officers, employees
and Shareholders of the Company are or may be or become interested in the
Administrator, as directors, officers, employees and shareholders or otherwise
and that directors, officers, employees and shareholders of the Administrator
and its counsel are or may be or become similarly interested in the Company, and
that the Administrator may be or become interested in the Company as a
Shareholder or otherwise.
ARTICLE 9. Duration of This Agreement. This Agreement shall remain in
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effect for three years after the date of the Agreement and shall continue in
effect for successive periods of three years subject to review at least annually
by the Directors of the Company unless terminated by either party on not less
than ninety days written notice to the other party.
In the event of a material breach of this Agreement by either party, the
non-breaching party shall notify the breaching party in writing of such breach
and upon receipt of such notice, the breaching party shall have 45 days to
remedy the breach or the non-breaching party may terminate this Agreement
immediately.
This Agreement shall not be assignable by either party without the
written consent of the other party.
ARTICLE 10. Amendments. This Agreement may be amended by the parties
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hereto only if such amendment is specifically approved (i) by the vote of a
majority of the Directors of the Company, and (ii) by the vote of a majority of
the Directors of the Company who are not parties to this Agreement or interested
persons of any such party, cast in person at a Board of Directors meeting called
for the purpose of voting on such approval.
For special cases, the parties hereto may amend such procedures set
forth herein as may be appropriate or practical under the circumstances, and the
Administrator may conclusively assume that any special procedure which has been
approved by the Company does not conflict with or violate any requirements of
its Articles of Incorporation, By-Laws or prospectus, or any rule, regulation or
requirement of any regulatory body.
ARTICLE 11. Directors' Liability. A copy of the Articles of
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Incorporation is on file with the Secretary of State of the State of Maryland,
and notice is hereby given that this instrument is executed on behalf of the
Directors of the Company as Directors and not
individually and that the obligations of this instrument are not binding upon
any of the Directors, officers or Shareholders of the Company individually, but
binding only upon the assets and property of the Company.
ARTICLE 12. Certain Records. The Administrator shall maintain customary
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records in connection with its duties as specified in this Agreement. Any
records required to be maintained and preserved pursuant to Rules 31a-1 and
31a-2 under the 1940 Act which are prepared or maintained by the Administrator
on behalf of the Company shall be prepared and maintained at the expense of the
Administrator, but shall be the property of the Company and will be made
available to or surrendered promptly to the Company on request.
In case of any request or demand for the inspection of such records by
another party, the Administrator shall notify the Company and follow the
Company's instructions as to permitting or refusing such inspection; provided
that the Administrator may exhibit such records to any person in any case where
it is advised by its counsel that it may be held liable for failure to do so,
unless (in cases involving potential exposure only to civil liability) the
Company has agreed to indemnify the Administrator against such liability.
ARTICLE 13. Definitions of Certain Terms. The terms "interested person"
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and "affiliated person", when used in this Agreement, shall have the respective
meanings specified in the 1940 Act and the rules and regulations thereunder,
subject to such exemptions as may be granted by the Securities and Exchange
Commission.
ARTICLE 14. Notice. Any notice required or permitted to be given by
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either party to the other shall be deemed sufficient if sent by registered or
certified mail, postage prepaid, addressed by the party giving notice to the
other party at the last address furnished by the other party to the party giving
notice: if to the Company, at ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇, ▇▇, and if to the
Administrator at ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇, ▇▇.
ARTICLE 15. Governing Law. This Agreement shall be construed in
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accordance with the laws of the Commonwealth of Pennsylvania and the applicable
provisions of the 1940 Act. To the extent that the applicable laws of the
Commonwealth of Pennsylvania, or any of the provisions herein, conflict with the
applicable provisions of the 1940 Act, the latter shall control.
ARTICLE 16. Multiple Originals. This Agreement may be executed in two or
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more counterparts, each of which when so executed shall be deemed to be an
original, but such counterparts shall together constitute but one and the same
instrument.
IN WITNESS WHEREOF, the parties hereto have executed and delivered this
Agreement as of the day and year first above written.
COREFUNDS, INC.
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
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▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, Secretary
SEI FINANCIAL MANAGEMENT CORPORATION
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
--------------------------------
▇▇▇▇▇ ▇. ▇▇▇▇▇, Vice President
SCHEDULE A
TO THE ADMINISTRATION AGREEMENT
DATED October 30, 1992
BETWEEN
COREFUNDS, INC.
AND
SEI FINANCIAL MANAGEMENT CORPORATION
Pursuant to Article 6, Section A, the Company shall pay the Administrator
compensation which is calculated daily and paid monthly at an annual rate as
follows:
.25% for each Portfolio:
AMENDMENT DATED, JUNE 1,1995
TO THE ADMINISTRATION AGREEMENT
DATED OCTOBER 30, 1992
BETWEEN
COREFUNDS, INC.
AND
SEI FINANCIAL MANAGEMENT CORPORATION
The Administration Agreement shall remain in effect for an additional three
years from the date of this Amendment and shall continue in effect for
successive periods of two years thereafter subject to review at least annually
by the Directors of the Company unless terminated by either party on not less
than ninety days written notice to the other party.
OREFUNDS, INC.
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
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▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, Secretary
SEI FINANCIAL MANAGEMENT CORPORATION
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
--------------------------------
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Vice President & Asst. Secretary