AMENDMENT NUMBER ONE
TO ADMINISTRATION AGREEMENT
THIS AMENDMENT NUMBER ONE to the Administration Agreement (this
"Amendment") is entered into as of the first day of February, 2004 by and
between MDL Funds, ("MDL"), a Massachusetts business trust (the "Trust"), and
SEI Global Funds Services ("SEI GFS"), a Delaware business trust formerly known
as "SEI Investments Mutual Funds Services."
WHEREAS, MDL and SEI GFS desire to amend the Agreement as provided
herein.
NOW THEREFORE, in consideration of the premises, covenants,
representations and warranties contained herein, the parties hereto intending to
be legally bound agree as follows:
1. 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.
2. RATIFICATION OF AMENDMENT. Except as expressly amended and provided herein,
all of the terms, conditions and provisions of the Agreement shall continue
in full force and effect.
3. 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.
4. GOVERNING LAW. This Amendment shall be construed in accordance with the laws
of the State of Delaware and the applicable provisions of the 1940 Act. To
the extent that the applicable laws of the State of Delaware, 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.
MDL FUNDS
BY:
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Name:
Title:
SEI GLOBAL FUNDS SERVICES
BY:
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Name:
Title:
ATTACHMENT 1
MDL FUNDS
SCHEDULE A
TO THE ADMINISTRATION AGREEMENT
Portfolios: This Agreement shall apply to all Portfolios of the Trust, either
now existing or in the future created. The following is a listing
of the current portfolios of the Trust (collectively, the
"Portfolios"):
MDL Broad Market Fixed Income Fund
Fees: Pursuant to Article 4 the Trust shall pay the Administrator
compensation for services rendered to the Portfolios at an annual
rate of .125% on the first $100 million of assets; .10% on the
next $150 million of assets and .08% on all assets over $250
million. The fees are calculated daily per Portfolio and paid
monthly. There is a minimum annual administration fee of $80,000
annually per each Portfolio, and a $5,000 annual minimum
administration fee for the first three share classes of each
Portfolio, and an annual $10,000 minimum administration fee per
Portfolio for each additional share class above the three initial
classes. This annual fee shall be determined and payable on a
monthly basis.
Term: This Agreement shall remain in effect until January 27, 2007 (the
"Initial Term") and, thereafter, for successive Renewal Terms of
three years each, unless and until this Agreement is terminated
in accordance with the provisions of Article 10 hereof.