ADMINISTRATION AGREEMENT
THIS ADMINISTRATION AGREEMENT (this "Agreement") is made as of the 31st
day of December, 2006 (the "Effective Date"), by and between Accessor Funds,
Inc., ("Accessor") a StateMaryland corporation (the "Fund"), and SEI Investments
Global Funds Services, a statutory trust formed under the laws of the State of
StateplaceDelaware (the "Administrator").
WHEREAS, Fund is an open-end management investment company registered
under the Investment Company Act of 1940, as amended (the "1940 Act"),
consisting of the series portfolios set forth in Schedule I, attached hereto, as
the same may be amended from time to time ("Portfolios"), each of which may
consist of one or more classes of shares of beneficial interest ("Shares"); and
WHEREAS, Fund desires the Administrator to provide, and the
Administrator is willing to provide, administrative and accounting services to
such Portfolios of Fund on the terms and conditions set forth herein;
NOW, THEREFORE, in consideration of the premises and the mutual
covenants contained herein, Fund and the Administrator hereby agree as follows:
SECTION 1 DEFINITIONS
1.01 "1940 Act" shall have the meaning given to such term in the preamble
of this Agreement.
1.02 "Confidential Information" shall have the meaning given to such term
in Section 11.01 of this Agreement.
1.03 "Core Services" shall mean the services described in Schedule II, with
the exception of items 13, 15 and 18.
1.04 "Disclosing Party" shall have the meaning given to such term in
Section 11.01 of this Agreement.
1.05 Unless the context otherwise requires and except as otherwise
specified in this Agreement, the term "Fund" shall include, as
applicable, a trustee or directors, or other Person having similar
status or performing similar functions, as the case may be, acting on
behalf of Fund.
1.06 "Fund Data" shall have the meaning given to such term in Section 2.04
of this Agreement.
1.07 "Governing Documents" shall mean the Fund's articles of incorporation
and bylaws as such documents may be amended from time to time.
1.08 "Initial Term" shall have the meaning given to such term in Section
9.01 of this Agreement.
1.09 "Interested Party" or "Interested Parties" means the Administrator,
its subsidiaries and its affiliates and each of their respective
officers, directors, employees, agents, delegates and associates.
1.10 "Investments" shall mean such cash, securities and all other assets
and property of whatsoever nature now owned or subsequently acquired
by or for the account of Fund.
1.11 "Live Date" means the date on which Fund is converted onto the
Administrator's system and the Administrator begins calculating Fund's
official net asset values ("NAV").
1.12 "Person" shall mean any natural person, partnership (whether general
or limited), estate, association, custodian, nominee, limited
liability company, corporation, trust or other legal entity.
1.13 "Portfolio" shall have the meaning given to such term in the preamble
of this Agreement.
1.14 "Prospectus" means any prospectus, registration statement, statement
of additional information, proxy solicitation and tender offer
materials, annual or other periodic report of Fund, including all
amendments or supplements thereto.
1.15 "Receiving Party" shall have the meaning given to such term in Section
11.01 of this Agreement.
1.16 "Renewal Term" shall have the meaning given to such term in Section
9.01 of this Agreement.
1.17 "Services" shall have the meaning given to such term in Section 2.01
of this Agreement.
1.18 "Shares" shall have the meaning given to such term in the preamble of
this Agreement.
1.19 "Sponsor" means Accessor Capital Management LP.
SECTION 2 APPOINTMENT AND CONTROL
2.01 Services. Fund hereby appoints the Administrator to be, and the
Administrator agrees to act as, the administrative agent of Fund for
the term and subject to the provisions hereof. The Administrator shall
perform (and may delegate or sub-contract, as provided below) the
services set forth in this Agreement, including the services set forth
in Schedule II, which may be amended from time to time in writing by
the parties ("Services"). In performing its duties under this
Agreement, the Administrator will act in all material respects in
accordance with the Fund's Governing Documents and Prospectus as they
may be amended (provided copies are delivered to the Administrator).
2.02 Authority. Each of the activities engaged in under the provisions of
this Agreement by the Administrator on behalf of Fund shall be subject
to the overall direction and control of Fund or any Person authorized
to act on Fund's behalf (including, without limitation, Fund's Sponsor
and the board of directors of Fund); provided, however, that the
Administrator shall have the general authority to do all acts deemed
in the Administrator's good faith belief to be necessary and proper to
perform its obligations under this Agreement. In performing its duties
hereunder, the Administrator shall observe and comply in all material
respects with the Prospectus, the Governing Documents, and all
applicable resolutions and/or directives of Fund's board of directors
of which it has notice, and applicable laws which may from time to
time apply to the Services rendered by the Administrator. The
Administrator (i) shall not have or be required to have any authority
to supervise the investment or reinvestment of the securities or other
properties which comprise the assets of Fund and (ii) shall not
provide any investment advisory services to Fund, and shall have no
liability related to the foregoing.
2.03 Third Parties; Affiliates. Except with respect to Core Services, the
Administrator may delegate to, or sub-contract with, third parties or
affiliates administrative or other functions it deems necessary to
perform its obligations under this Agreement; provided, however, all
fees and expenses incurred in any delegation or sub-contract shall be
paid by the Administrator and the Administrator shall remain
responsible to Fund for the acts and omissions of such other entities
as if such acts or omissions were the acts or omissions of the
Administrator. The Administrator shall not delegate to, or
sub-contract with, third parties or affiliates any Core Services
without the Fund's prior consent, which consent shall not be
unreasonably withheld, conditioned or delayed. Fund acknowledges that
during the term of this Agreement, the services to be performed by the
Administrator may be completed by one or more of the Administrator's
affiliates or third parties located in or outside of the
country-regionplaceUnited States of America. Without in any way
limiting the foregoing, the Administrator shall provide prior notice
to the Fund in the event that it delegates or transfers any of the
non-administrative aspects of the service described in item 13 of
Schedule II.
2.04 Fund Data. Fund shall be solely responsible for the accuracy,
completeness, and timeliness of all data and other information
provided to the Administrator by or on behalf of Fund so that the
Administrator is able to perform its Services pursuant to this
Agreement (including, without limitation, manual or fair value prices,
appropriate transaction supporting documentation and accounting
methodologies with respect to Fund's Investments as approved by Fund's
auditors) (collectively, "Fund Data"). All Fund Data shall be provided
to the Administrator on a timely basis and in a format and medium
reasonably requested by the Administrator from time to time. Fund
shall have an ongoing obligation to promptly update all Fund Data so
that such information remains complete and accurate. All Fund Data
shall be prepared and maintained, by or on behalf of Fund, in
accordance with applicable law, the Prospectus and generally
acceptable accounting principles. Except to the extent that the
Administrator fails to act in accordance with its standard of care as
set forth in Section 5.01 of this Agreement, the Administrator shall
be entitled to rely on all Fund Data and shall have no liability for
any loss, damage or expense incurred by Fund or any other Person to
the extent that such loss, damage or expense arises out of or is
related to Fund Data that is not accurate, complete and timely.
2.05 Accounts and Records. The accounts and records maintained by the
Administrator shall be the property of the Fund. Such accounts and
records shall be prepared, maintained and preserved as required by the
Investment Company Act and other applicable securities laws, rules and
regulations. So long as the Fund is not in material breach of this
Agreement such accounts and records shall be surrendered to the Fund
promptly upon receipt of proper instructions from the Fund in the form
in which such accounts and records have been maintained or preserved.
The Fund and Authorized Persons shall have access to such accounts and
records at all times during the Administrator's normal business hours.
SECTION 3 REPRESENTATIONS, WARRANTIES AND COVENANTS OF FUND
3.01 Fund represents and warrants that:
3.01.01. it has full power, right and authority to execute and deliver
this Agreement and to consummate the transactions contemplated
hereby; the execution and delivery of this Agreement and the
consummation of the transactions contemplated hereby have been
duly and validly approved by all requisite actions on its part,
and no other proceedings on its part are necessary to approve
this Agreement or to consummate the transactions contemplated
hereby; this Agreement has been duly executed and delivered by
it; this Agreement constitutes a legal, valid and binding
obligation, enforceable against it in accordance with its terms;
3.01.02. it is not a party to any, and there are no, pending or
threatened legal, administrative, arbitral or other proceedings,
claims, actions or governmental or regulatory investigations or
inquiries (collectively, "Actions") of any nature against it or
its properties or assets which could, individually or in the
aggregate, have a material effect upon its business or financial
condition. There is no injunction, order, judgment, decree, or
regulatory restriction imposed specifically upon it or any of its
properties or assets;
3.01.03. it is not in default under any contractual or statutory
obligations (including the payment of any tax) which,
individually or in the aggregate, is reasonably likely to
materially and adversely affect its business or financial
condition;
3.01.04. it has obtained all consents and given all notices
(regulatory or otherwise), made all required regulatory filings
and is in compliance with all applicable laws and regulations,
except in each case where noncompliance is not reasonably likely
to materially and adversely affect its business or financial
condition;
3.01.05. it has a valid engagement with an independent auditor;
3.01.06. it has kept, or caused to be kept, its books and records in a
manner consistent with generally acceptable industry standards;
and
3.01.07. if necessary, any shareholder approval of this Agreement has
been obtained.
3.02 Fund covenants and agrees that:
3.02.01. it will furnish the Administrator from time to time with
complete copies, authenticated or certified, of each of the
following:
(a) Copies of the following documents:
(1) Copies of Fund's Governing Documents, certified, where
available, by the proper official of the state in which
such document has been filed.
(2) Copies of resolutions of the directors covering the
approval of this Agreement, authorization of specified
officers of Fund to execute and deliver this Agreement
and authorization for specified officers of Fund to
instruct the Administrator.
(b) A list of all the officers of Fund, together with specimen
signatures of those officers who are authorized to instruct
the Administrator in all matters.
(c) Copies of the current Prospectus and related reports.
(d) A list of all issuers the Portfolios are restricted from
purchasing.
(e) A list of all affiliated persons (as such term is defined in
the ▇▇▇▇ ▇▇▇) of Fund that are broker-dealers.
(f) The identity of Fund's auditors along with contact
information.
(g) The expense budget for each Portfolio for the current fiscal
year. (h) A list of contact persons (primary, backup and
secondary backup) of each Portfolio's investment adviser
and, if applicable, sub-adviser, who can be reached until
6:30 p.m. ET with respect to valuation matters.
(i) Copies of all Fund Data reasonably requested by the
Administrator or necessary for the Administrator to
perform its obligations pursuant to this Agreement.
Fund shall promptly provide the Administrator with written
notice of any updates of or changes to any of the foregoing
documents or information, including an updated written copy
of such document or information. Until the Administrator
receives such updated information or document, the
Administrator shall have no obligation to implement or rely
upon such updated information or document.
3.02.02. it shall timely perform or oversee the performance of all
obligations identified in this Agreement as obligations of Fund,
including, without limitation, providing the Administrator with
all Fund Data reasonably requested by the Administrator;
3.02.03. it will promptly notify the Administrator of any matter which
could materially affect the Administrator's performance of its
duties and obligations under this Agreement, including any
amendment to the documents referenced in Section 3.02.01 above;
3.02.04. it will comply in all material respects with all applicable
requirements of the Securities Act of 1933, the Securities
Exchange Act of 1934, the 1940 Act, and any laws, rules and
regulations of governmental authorities having jurisdiction; and
3.02.05. it will promptly notify the Administrator of updates to its
representations and warranties hereunder.
SECTION 4 REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE ADMINISTRATOR
4.01 The Administrator represents and warrants that:
4.01.01. it has full power, right and authority to execute and deliver
this Agreement and to consummate the transactions contemplated
hereby; the execution and delivery of this Agreement and the
consummation of the transactions contemplated hereby have been
duly and validly approved by all requisite action on its part,
and no other proceedings on its part are necessary to approve
this Agreement or to consummate the transactions contemplated
hereby; this Agreement has been duly executed and delivered by
it; this Agreement constitutes a legal, valid and binding
obligation, enforceable against it in accordance with its terms.
4.01.02. it is not a party to any, and there are no, pending or
threatened Actions of any nature against it or its properties or
assets which could, individually or in the aggregate, have a
material effect upon its business or financial condition. There
is no injunction, order, judgment, decree, or regulatory
restriction imposed specifically upon it or any of its properties
or assets.
4.01.03. it is not in default under any contractual or statutory
obligations (including the payment of any tax) which,
individually or in the aggregate, is reasonably likely to
materially and adversely affect its business or financial
condition.
4.02 The Administrator covenants that:
4.02.01. it will maintain a disaster recovery program ("Disaster
Recovery Plan") which is designed to enable it to maintain or
restore its ability to provide the Services to Fund in the event
the Administrator's normal business operations are suspended due
to a disaster. Upon the occurrence of any disaster covered by the
Disaster Recovery Plan, the Administrator shall implement the
Disaster Recovery Plan and take all reasonable action required
under the Disaster Recovery Plan to continue to provide the
Services to Fund as soon as is practicable under the
circumstances.
4.02.02. it undertakes to comply with all applicable requirements of
the Investment Company Act and other applicable securities laws
applicable to it, and any laws, rules and regulations of
governmental authorities having jurisdiction with respect to the
duties to be performed by the Administrator hereunder. The
Administrator assumes no responsibility for compliance with such
laws, rules or regulations by Sponsor, the Fund or any Portfolio.
4.02.03. it will promptly notify the Fund of updates to its
representations and warranties hereunder.
4.02.04. it will promptly notify the Fund of any matter which could
materially affect the Administrator's performance of its duties
and obligations under this Agreement.
4.02.05. it will not enter into a side agreement with an affiliate of
the Fund that affects the services being provided pursuant to
this Agreement, unless such agreement is disclosed to and
approved by the Fund's board of directors.
SECTION 5 LIMITATION OF LIABILITY AND INDEMNIFICATION
5.01 The duties of the Administrator shall be confined to those
expressly set forth in this Agreement, and no implied duties are
assumed by or may be asserted against the Administrator. In the
absence of gross negligence, bad faith or fraud or reckless
disregard of its obligations or duties in the performance of the
Services and subject to Section 5.09 of this Agreement, 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 under this
Agreement. As used in this Section 5, the term "Administrator"
shall include the officers, directors, employees, affiliates,
subcontractors, and agents of the Administrator as well as that
entity itself. Fund shall be solely responsible for its
compliance with applicable investment policies, and any laws and
regulations governing the manner in which its assets may be
invested, and shall be responsible for any losses attributable to
non-compliance with any such policies, laws and regulations. The
Administrator shall not in any circumstances be liable for any
indirect, special, punitive or consequential damages of any
nature whatsoever. The Administrator shall not be responsible for
any inaccuracy, failure or delay in the performance of any of its
obligations under this Agreement to the extent such inaccuracy,
failure or delay was due to the inaccuracy, failure or delay of
Fund or its agent in the performance of Fund's obligations under
this Agreement. Each party shall have the duty to mitigate its
damages for which another party may become responsible.
5.02 Fund shall indemnify and hold harmless the Administrator 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:
(i) any act or omission of the Administrator in carrying out its
duties hereunder or as a result of the Administrator's reliance
upon any instructions, notice or instrument that the
Administrator reasonably believes is genuine and signed or
presented by an authorized Person of Fund; provided that this
indemnification shall not apply if any such loss, damage or
expense is caused by or arises from the Administrator's bad
faith, fraud or gross negligence in the performance of the
Services or reckless disregard of its obligations or duties in
the performance of the Services; (ii) any violation by Fund or
Fund's Sponsor of any applicable investment policy, law or
regulation; (iii) any misstatement or omission in the Fund Data;
(iv) any breach by Fund of any representation, warranty or
agreement contained in this Agreement; (v) any act or omission of
Fund or Fund's former administrator prior to the Effective Date
or (vi) any pricing error caused by the failure of a Portfolio's
investment adviser or sub-adviser to provide a trade ticket or
for incorrect information included in any Valuation Information.
Fund shall not in any circumstances be liable to the
Administrator for any special, punitive or consequential damages
of any nature whatsoever.
5.03 Administrator shall indemnify and hold harmless the Fund 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 the
Administrator's gross negligence, fraud, bad faith or reckless
disregard of its obligations or duties in the performance of the
Services hereunder. The Administrator may apply to Fund, Fund's
Sponsor or any Person acting on Fund's behalf at any time for
instructions and may, upon prior notice to the Fund, consult
counsel for Fund or Fund's Sponsor or with accountants, counsel
and, upon prior notice to the Fund, other experts with respect to
any matter arising in connection with the Administrator's duties
hereunder, and subject to the standard of care set forth in
Section 5.01, 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 advice of
counsel, accountants or other experts. Also, subject to the
standard of care set forth in Section 5.01, the Administrator
shall not be liable for actions taken pursuant to any document
which it reasonably believes to be genuine and to have been
signed by an authorized Person or Persons of the Fund. The
Administrator shall not be held to have notice of any change of
authority of any officer, employee or agent of Fund until receipt
of written notice thereof. To the extent that the Administrator
consults with Fund counsel pursuant to this provision, any such
expense shall be borne by Fund.
5.04 Except as provided in Section 2.03 hereunder, the Administrator
shall have no liability for the performance or omissions of
unaffiliated third parties such as, by way of example and not
limitation, transfer agents, custodians, prime brokers,
investment advisers (including, without limitation, the sponsor)
or sub-advisers, former service providers, postal or delivery
services, telecommunications providers and processing and
settlement services. The Administrator may rely on and shall have
no duty to investigate or confirm the accuracy or adequacy of any
information provided by Fund's transfer agent, custodian or prior
service providers.
5.05 The Administrator shall have no obligations with respect to any
laws relating to the distribution, purchase or sale of Shares.
Further, Fund assumes full responsibility for the preparation,
contents and distribution of its Fund Data and its compliance
with any applicable laws, rules, and regulations.
5.06 The indemnification rights hereunder shall include the right to
reasonable advances of defense expenses in the event of any
pending or threatened litigation or Action with respect to which
indemnification hereunder may ultimately be merited. Any request
for advancement of defense expenses shall include evidence of the
expenses incurred by the party seeking indemnification (the
"Indemnified Party") and shall include or be preceded or
accompanied by an undertaking by or on behalf of such party to
repay such amounts if it is ultimately determined that such party
is not entitled to indemnification under this Agreement. If in
any case a party (the "Indemnifying Party") is asked to indemnify
or hold the Indemnified Party harmless, the Indemnified Party
shall promptly advise Indemnifying Party of the pertinent facts
concerning the situation in question, and the Indemnified Party
will use all reasonable care to identify and notify Indemnifying
Party promptly concerning any situation which presents or appears
likely to present the probability of such a claim for
indemnification, but failure to do so shall not affect the rights
hereunder.
5.07 The Indemnifying Party shall be entitled to participate at its
own expense or, if it so elects, to assume the defense of any
suit brought to enforce any claims subject to this indemnity
provision. If the Indemnifying Party elects to assume the defense
of any such claim, the defense shall be conducted by counsel
chosen by such party and satisfactory to the Indemnified Party,
whose approval shall not be unreasonably withheld. In the event
that the Indemnifying Party elects to assume the defense of any
suit and retain counsel, the Indemnified Party shall bear the
fees and expenses of any additional counsel retained by it. If
Indemnifying Party does not elect to assume the defense of a
suit, it will reimburse the Indemnified Party for the fees and
expenses of any counsel retained by the Indemnified Party.
5.08 The Indemnified Party shall in no event confess or settle any
claim or make any compromise for which the Indemnifying Party may
be required to indemnify the Indemnified Party without the
Indemnifying Party's prior written consent. The Indemnified Party
shall forfeit its right to such indemnification to the extent it
takes any action contrary to the foregoing provision.
5.09 Without limiting the foregoing, the Administrator shall correct
the effect of accounting or other errors that impact the
Administrator's calculation of the Fund's NAV that have a
material impact on the Fund's shareholders in accordance with the
Fund NAV error policy attached hereto as Schedule V, as such
policy may be amended from time to time upon mutual written
agreement of the parties.
5.10 The provisions of this Section 5 shall survive the termination of
this Agreement.
SECTION 6 VALUATION
Subject to the standard of care set forth in Section 5.01, the
Administrator is entitled to rely on the price and value information
(hereinafter "Valuation Information") provided by prior administrators,
brokers and custodians, investment advisors (including, without limitation,
the sponsor) or any third-party pricing services selected by the
Administrator or Fund (collectively hereinafter referred to as the "Pricing
Sources") in order to calculate Fund's aggregate NAV (and the value of
shareholders' capital accounts based upon such valuation). The
Administrator shall have no obligation to obtain Valuation Information from
any sources other than the Pricing Sources. The Administrator shall have no
liability or responsibility for the accuracy of the Valuation Information
provided by a Pricing Source or the delegate of a Pricing Source. No Fund
shall use Valuation Information for any purpose other than in connection
with the Services and in accordance with the provisions of this Agreement.
SECTION 7 ALLOCATION OF CHARGES AND EXPENSES
7.01 The Administrator. The Administrator shall furnish at its own expense
the personnel necessary to perform its obligations under this
Agreement.
7.02 Fund Expenses. Fund assumes and shall pay or cause to be paid all
expenses of Fund not otherwise allocated in this Agreement, including,
without limitation, organizational costs; taxes; expenses for legal
and auditing services; the expenses of preparing (including
typesetting), printing and mailing reports, Fund Data, and notices to
existing shareholders (including, without limitation, any fees charged
by Automated Data Processing, Inc. with respect to mailing materials
to beneficial shareholders); all expenses incurred in connection with
issuing and redeeming Shares; the costs of Pricing Sources; the costs
of escrow and custodial services; the cost of initial and ongoing
registration of the Shares under Federal and state securities laws;
costs associated with attempting to locate lost shareholders; all
expenses incurred in connection with any custom programming or systems
modifications required to provide any unique reports or services
requested by Fund (upon prior notice to and consent of the Fund); any
expenses, if applicable, incurred to reprint Fund documents
identifying the Administrator (along with its address and telephone
number) as Fund's new administrator; bank service charges; NSCC
trading charges; fees and out-of-pocket expenses of directors; the
costs of directors' meetings; insurance; interest; brokerage costs;
litigation and other extraordinary or nonrecurring expenses; and all
fees and charges of service providers to Fund. Fund shall reimburse
the Administrator for its reasonable out-of-pocket expenses actually
incurred in the performance of the Services and which are supported by
documentary evidence provided to the Fund upon request, including
reasonable pro-rated charges for SAS 70 audit charges incurred by the
Administrator in the performance of its duties.
SECTION 8 COMPENSATION
Fund shall pay to the Administrator compensation at the rates set forth in
the written fee schedule annexed hereto as Schedule III and incorporated
herein. Fund shall have no right of set-off. Fund shall pay the
Administrator's fees monthly in U.S. Dollars, unless otherwise agreed to by
the parties. The Administrator shall submit an invoice to Fund and Fund
shall, within three business days following the date of such invoice,
either provide an expense authorization or a detailed explanation of the
fees that are not agreed. Upon receipt of the expense authorization, the
Administrator is hereby authorized to, and may, at its option and upon
prior notice to the Fund, debit its fees due from Fund's portfolio
account(s), as set forth on Schedule III, which may be amended from time to
time in writing by the parties. In the event Fund disagrees with all or any
portion of the fees set forth in an invoice, the parties shall promptly
meet to resolve such disagreement. If this Agreement becomes effective
subsequent to the first day of any calendar month or terminates before the
last day of any calendar 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 in
Schedule III.
SECTION 9 DURATION AND TERMINATION
9.01 Term and Renewal. This Agreement shall become effective as of the
Effective Date and shall remain in effect for a period of three years
from and after the Live Date (the "Initial Term"), and thereafter
shall automatically renew for successive one year terms (each such
period, a "Renewal Term") unless terminated by any party giving
written notice of non-renewal at least ninety days prior to the last
day of the then current term to each other party hereto.
9.02 Termination for Cause.
9.02.01. This Agreement may be terminated at any time by any party
giving at least sixty days prior notice in writing to the other
parties if at anytime the other party or parties have been first
(i) notified in writing that such party shall have materially
failed to perform its duties and obligations under this Agreement
(such notice shall be of the specific asserted material breach)
("Breach Notice") and (ii) the party receiving the Breach Notice
shall not have remedied the noticed failure within sixty days
after receipt of the Breach Notice requiring it to be remedied.
9.02.02. This Agreement may be terminated with respect to the Fund or
any particular Portfolio at any time by any party giving ninety
days prior notice in writing to the other parties prior to the
"liquidation" of Fund or such Portfolio. For purposes of this
paragraph, the term "liquidation" shall mean a transaction in
which all the assets of Fund are sold or otherwise disposed of
and proceeds there from are distributed in cash to the
shareholders in complete liquidation of the interests of
shareholders in Fund or such Portfolio. A termination pursuant to
this Section 9.02.02 shall be effective as of the date of such
liquidation. Notwithstanding the foregoing, the right to
terminate set forth in this Section 9.02.02 shall not relieve
Fund of its obligation to pay the fees set forth on Schedule III
for the remainder of the ninety day period set forth in this
Section 9.02.02, which amount shall be payable prior to the
effective date of such liquidation.
9.02.03. If the Administrator is unable to successfully convert Fund
to its operational environment within a reasonable period of time
following the Effective Date due to untimely, inaccurate or
incomplete Fund Data, the Administrator shall have the right to
terminate this Agreement upon written notice and such termination
shall be effective upon the date set forth in such notice.
9.03 Effect of Termination.
9.03.01. The termination of this Agreement shall be without prejudice
to any rights that may have accrued hereunder to any party hereto
prior to such termination.
9.03.02. After termination of this Agreement and upon payment of all
accrued fees, reimbursable expenses and other moneys owed to the
Administrator hereunder, the Administrator shall deliver to Fund,
or as it shall direct, all books of account, records, registers,
correspondence, documents and assets relating to the affairs of
or belonging to Fund in the possession of or under the control of
the Administrator or any of its agents or delegates.
9.03.03. In the event any and all accrued fees, reimbursable expenses
and other moneys owed to the Administrator hereunder remain
unpaid in whole or in part for more than thirty days past due,
the Administrator, upon written notice to the Fund, may take any
and all actions it deems necessary to collect such amounts due,
and any and all of its collection expenses, costs and fees shall
be paid by Fund, including, without limitation, administrative
costs, attorneys fees, court costs, and interest if the Fund has
not paid the fees, reimbursable expenses or other moneys owed
within 10 days of the receipt of such notice.
9.03.04. Notwithstanding the foregoing, in the event this Agreement is
terminated and for any reason the Administrator, with the written
consent of Fund, in fact continues to perform any one or more of
the services contemplated by this Agreement or any schedule or
exhibit hereto, the then pertinent provisions of this Agreement,
including without limitation, the provisions dealing with
indemnification shall continue in full force and effect.
Compensation due the Administrator and unpaid by Fund upon such
termination shall be immediately due and payable upon and
notwithstanding such termination. The Administrator shall be
entitled to collect from Fund, in addition to the compensation
described in Schedule III, the Administrator's reasonable out of
pocket expenses in connection with the Administrator's activities
in effecting such termination, including without limitation, the
delivery to Fund and/or its designees of Fund's property,
records, instruments and documents.
SECTION 10 CONFLICTS OF INTEREST
10.01 Non-Exclusive. The services of the Administrator rendered to
Fund are not deemed to be exclusive. The Administrator is free to
render such services to others. The Administrator shall not be
deemed to be affected by notice of, or to be under any duty to
disclose to Fund or Person acting on Fund's behalf, information
which has come into its possession or the possession of an
Interested Party in the course of or in connection with providing
administrative or other services to any other person or in any
manner whatsoever other than in the course of carrying out its
duties pursuant to this Agreement.
10.02 Rights of Interested Parties. Subject to applicable law, nothing
herein contained shall prevent:
10.02.01. an Interested Party from buying, holding, disposing of
or otherwise dealing in any Shares for its own account or
the account of any of its customers or from receiving
remuneration in connection therewith, with the same rights
which it would have had if the Administrator were not a
party to this Agreement; provided, however, that the prices
quoted by the Administrator are no more favorable to the
Interested Party than to a similarly situated investor in or
redeeming holder of Shares;
10.02.02. an Interested Party from buying, holding, disposing of
or otherwise dealing in any securities or other investments
for its own account or for the account of any of its
customers and receiving remuneration in connection
therewith, notwithstanding that the same or similar
securities or other investments may be held by or for the
account of Fund;
10.02.03. an Interested Party from receiving any commission or
other remuneration which it may negotiate in connection with
any sale or purchase of Shares or Investments effected by it
for the account of Fund; provided, however, that the amount
of such commission or other remuneration is negotiated at
arm's length; and
10.02.04. an Interested Party from contracting or entering into
any financial, banking or other transaction with Fund or
from being interested in any such contract or transaction;
provided, however, that the terms of such transaction are
negotiated at arm's length.
SECTION 11 CONFIDENTIALITY
11.01 Confidential Information. The Administrator and Fund (in such
capacity, the "Receiving Party") acknowledge and agree to maintain the
confidentiality of Confidential Information (as hereinafter defined)
provided by the Administrator and Fund (in such capacity, the
"Disclosing Party") in connection with this Agreement. The Receiving
Party shall not disclose or disseminate the Disclosing Party's
Confidential Information to any Person other than (a) those employees,
agents, contractors, subcontractors and licensees of the Receiving
Party, or (b) with respect to the Administrator as a Receiving Party,
to those employees, agents, contractors, subcontractors and licensees
of any agent or affiliate, who have a need to know it in order to
assist the Receiving Party in performing its obligations, or to permit
the Receiving Party to exercise its rights under this Agreement. In
addition, (c) the Receiving Party (a) shall take all reasonable steps
to prevent unauthorized access to the Disclosing Party's Confidential
Information, and (b) shall not use the Disclosing Party's Confidential
Information, or authorize other Persons to use the Disclosing Party's
Confidential Information, for any purposes other than in connection
with performing its obligations or exercising its rights hereunder. As
used herein, "reasonable steps" means steps that a party takes to
protect its own, similarly confidential or proprietary information of
a similar nature, which steps shall in no event be less than a
reasonable standard of care. Without limiting the foregoing, the
parties acknowledge and agree that the use and disclosure of the data
and information set forth in the Administrator's Product Monitoring
Report User Guide shall be subject to the terms and conditions
included in such document from time to time.
The term "Confidential Information," as used herein, shall mean all
business strategies, plans and procedures, proprietary information,
methodologies, data and trade secrets, and other confidential
information and materials (including, without limitation, any
non-public personal information as defined in Regulation S-P) of the
Disclosing Party, its affiliates, their respective clients or
suppliers, or other Persons with whom they do business, that may be
obtained by the Receiving Party from any source or that may be
developed as a result of this Agreement.
11.02 Exclusions. The provisions of this Section 11 respecting Confidential
Information shall not apply to the extent, but only to the extent,
that such Confidential Information: (a) is already known to the
Receiving Party free of any restriction at the time it is obtained
from the Disclosing Party, (b) is subsequently learned from an
independent third party free of any restriction and without breach of
this Agreement; (c) is or becomes publicly available through no
wrongful act of the Receiving Party or any third party; (d) is
independently developed by or for the Receiving Party without
reference to or use of any Confidential Information of the Disclosing
Party; or (e) is required to be disclosed pursuant to an applicable
law, rule, regulation, government requirement or court order, or the
rules of any stock exchange (provided, however, that the Receiving
Party shall advise the Disclosing Party of such required disclosure
promptly upon learning thereof in order to afford the Disclosing Party
a reasonable opportunity to contest, limit and/or assist the Receiving
Party in crafting such disclosure).
11.03 Permitted Disclosure. The Receiving Party shall advise its employees,
agents, contractors, subcontractors and licensees, and shall require
its agents and affiliates to advise their employees, agents,
contractors, subcontractors and licensees, of the Receiving Party's
obligations of confidentiality and non-use under this Section 11, and
shall be responsible for ensuring compliance by its and its
affiliates' employees, agents, contractors, subcontractors and
licensees with such obligations. In addition, the Receiving Party
shall require all Persons that are provided access to the Disclosing
Party's Confidential Information, other than the Receiving Party's
accountants and legal counsel, to execute confidentiality or
non-disclosure agreements containing provisions substantially similar
to those set forth in this Section 11. The Receiving Party shall
promptly notify the Disclosing Party in writing upon learning of any
unauthorized disclosure or use of the Disclosing Party's Confidential
Information by such Persons.
11.04 Effect of Termination. Upon the Disclosing Party's written request
following the termination of this Agreement, the Receiving Party
promptly shall return to the Disclosing Party, or destroy, all
Confidential Information of the Disclosing Party provided under or in
connection with this Agreement, including all copies, portions and
summaries thereof. Notwithstanding the foregoing sentence, (a) the
Receiving Party may retain one copy of each item of the Disclosing
Party's Confidential Information for purposes of identifying and
establishing its rights and obligations under this Agreement, for
archival or audit purposes and/or to the extent required by applicable
law, and (b) the Administrator shall have no obligation to return or
destroy Confidential Information of Fund that resides in save tapes of
Administrator; provided, however, that in either case all such
Confidential Information retained by the Receiving Party shall remain
subject to the provisions of Section 11 for so long as it is so
retained. If requested by the Disclosing Party, the -----------
Receiving Party shall certify in writing its compliance with the
provisions of this paragraph.
SECTION 12 MISCELLANEOUS PROVISIONS
12.01 Internet Access. Data and information may be made electronically
accessible to Fund, the adviser and/or sub-adviser(s) of each
Portfolio and each Portfolio's investors through Internet access to
one or more web sites provided by the Administrator ("Web Access").
All rights in Web Access (including text and "look and feel"
attributes) are owned by the Administrator. Any commercial use of the
content or any other aspect of Web Access requires the written
permission of the Administrator. Use of the Web Access by Fund or its
agents or investors will be subject to any additional terms of use set
forth on the web site. All Web Access and the information (including
text, graphics and functionality) on the web sites related to such Web
Access is presented "As Is" and "As Available" without express or
implied warranties including, but not limited to, implied warranties
of non-infringement, merchantability and fitness for a particular
purpose. The Administrator neither warrants that the Web Access will
be uninterrupted or error free, nor guarantees the accessibility,
reliability, performance, timeliness, sequence, or completeness of
information provided on the Web Access.
12.02 Independent Contractor. In making, and performing under, this
Agreement, the Administrator shall be deemed to be acting as an
independent contractor of Fund and neither the Administrator nor its
employees shall be deemed an agent, affiliate, legal representative,
joint venturer or partner of Fund. No party is authorized to bind any
other party to any obligation, affirmation or commitment with respect
to any other Person.
12.03 Assignment; Binding Effect. Fund may not assign, delegate or
transfer, by operation of law or otherwise, this Agreement (in whole
or in part), or any of Fund's obligations hereunder, without the prior
written consent of the Administrator. Upon notice to the Fund, the
Administrator may assign, delegate or transfer, by operation of law or
otherwise, all or any portion of its rights under this Agreement to an
affiliate of SEI Investments Company, provided that such affiliate
agrees to be bound by the terms, conditions and provisions of this
Agreement. Subject to the foregoing, all of the terms, conditions and
provisions of this Agreement shall be binding upon and shall inure to
the benefit of each party's successors and permitted assigns. Any
assignment, delegation, or transfer in violation of this provision
shall be void and without legal effect.
12.04 Agreement for Sole Benefit of the Administrator and Fund. This
Agreement is for the sole and exclusive benefit of the Administrator
and Fund and will not be deemed to be for the direct or indirect
benefit of either (i) the clients or customers of the Administrator or
Fund or (ii) the sponsor. The clients or customers of the
Administrator or Fund will not be deemed to be third party
beneficiaries of this Agreement nor to have any other contractual
relationship with the Administrator by reason of this Agreement and
each party hereto agrees to indemnify and hold harmless the other
party from any claims of its clients or customers against the other
party including any attendant expenses and attorneys' fees, based on
this Agreement or the services provided hereunder.
12.05 Governing Law. This Agreement shall be governed by and construed in
accordance with the laws of the PlaceTypeplaceCommonwealth of
PlaceNamePennsylvania without giving effect to any conflict of laws or
choice of laws rules or principles thereof. To the extent that the
applicable laws of the Commonwealth of Pennsylvania, or any of the
provisions of this Agreement, conflict with the applicable provisions
of the 1940 Act, the Securities Act of 1933 or the Securities Exchange
Act of 1934, the latter shall control.
12.06 Equitable Relief. Each party agrees that any other party's violation
of the provisions of Section 11 (Confidentiality) may cause immediate
and irreparable harm to the other party for which money damages may
not constitute an adequate remedy at law. Therefore, the parties agree
that, in the event either party breaches or threatens to breach said
provision or covenant, the other party shall have the right to seek,
in any court of competent jurisdiction, an injunction to restrain said
breach or threatened breach, without posting any bond or other
security.
12.07 Dispute Resolution. Whenever either party desires to institute legal
proceedings against the other concerning this Agreement, it shall
provide written notice to that effect to such other party. The party
providing such notice shall refrain from instituting said legal
proceedings for a period of thirty days following the date of
provision of such notice. During such period, the parties shall
attempt in good faith to amicably resolve their dispute by negotiation
among their executive officers. This Section 12.07 shall not prohibit
either party from seeking, at any time, equitable relief as permitted
under Section 12.06.
12.08 Notice. All notices provided for or permitted under this Agreement
shall be deemed effective upon receipt, and shall be in writing and
(a) delivered personally, (b) sent by commercial overnight courier
with written verification of receipt, or (c) sent by certified or
registered U.S. mail, postage prepaid and return receipt requested, to
the party to be notified, at the address for such party set forth
below, or at such other address of such party specified in the opening
paragraph of this Agreement. Notices to the Administrator shall be
sent to the attention of: General Counsel, SEI Investments Global
Funds Services, addressCityStreetOne ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇,
▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, with a copy, given in the manner
prescribed above, to your current relationship manager. Notices to
Fund shall be sent to the persons specified in Schedule IV.
12.09 Entire Agreement; Amendments. This Agreement sets forth the entire
understanding of the parties with respect to the subject matter
hereof. This Agreement supersedes all prior or contemporaneous
representations, discussions, negotiations, letters, proposals,
agreements and understandings between the parties hereto with respect
to the subject matter hereof, whether written or oral. This Agreement
may be amended, modified or supplemented only by a written instrument
duly executed by an authorized representative of each of the parties.
12.10 Severability. Any provision of this Agreement that is determined to
be invalid or unenforceable in any jurisdiction shall be ineffective
to the extent of such invalidity or unenforceability in such
jurisdiction, without rendering invalid or unenforceable the remaining
provisions of this Agreement or affecting the validity or
enforceability of such provision in any other jurisdiction. If a court
of competent jurisdiction declares any provision of this Agreement to
be invalid or unenforceable, the parties agree that the court making
such determination shall have the power to reduce the scope, duration,
or area of the provision, to delete specific words or phrases, or to
replace the provision with a provision that is valid and enforceable
and that comes closest to expressing the original intention of the
parties, and this Agreement shall be enforceable as so modified.
12.11 Waiver. Any term or provision of this Agreement may be waived at any
time by the party entitled to the benefit thereof by written
instrument executed by such party. No failure of either party hereto
to exercise any power or right granted hereunder, or to insist upon
strict compliance with any obligation hereunder, and no custom or
practice of the parties with regard to the terms of performance
hereof, will constitute a waiver of the rights of such party to demand
full and exact compliance with the terms of this Agreement.
12.12 Anti-Money Laundering Laws. In connection with performing the
Services set forth herein, the Administrator may provide information
that Fund may rely upon in connection with Fund's compliance with
applicable laws and regulations aimed at the prevention and detection
of money laundering and/or terrorism activities (hereinafter, the
"Regulations"). Fund and the Administrator agree that Fund shall be
responsible for its compliance with all such Regulations. It shall be
a condition precedent to providing Services to Fund under this
Agreement that the Administrator is satisfied, in its absolute
discretion, that it has sufficient and appropriate information and
material to discharge its obligations under the Regulations. Without
in any way limiting the foregoing, the Fund acknowledges that the
Administrator is authorized to return an investor's Investment in any
Portfolio and take any action necessary to restrict repayment of
redemption proceeds to the extent necessary to comply with its
obligations pursuant to the Regulations.
12.13 Force Majeure. No breach of any obligation of a party to this
Agreement (other than obligations to pay amounts owed) will constitute
an event of default or breach to the extent it arises out of a cause,
existing or future, that is beyond the reasonable control and without
negligence of the party otherwise chargeable with breach or default,
including without limitation: work action or strike; lockout or other
labor dispute; flood; war; riot; theft; act of terrorism, earthquake
or natural disaster. Either party desiring to rely upon any of the
foregoing as an excuse for default or breach will, when the cause
arises, give to the other party prompt notice of the facts which
constitute such cause; and, when the cause ceases to exist, give
prompt notice thereof to the other party.
12.14 Equipment Failures. In the event of equipment failures beyond the
Administrator's reasonable control, subject to the standard of care
set forth in Section 5.01, the Administrator shall take reasonable and
prompt steps to minimize service interruptions but shall have no
liability with respect thereto. The Administrator shall develop and
maintain a plan for recovery from equipment failures which may include
contractual arrangements with appropriate parties making reasonable
provision for emergency use of electronic data processing equipment to
the extent appropriate equipment is available.
12.15 Non-Solicitation. During the term of this Agreement and for a period
of one year thereafter, neither the Fund nor the Administrator's fund
accounting group shall solicit, make an offer of employment to, or
enter into a consulting relationship with, any person who was an
employee of the other party during the term of this Agreement. If a
party breaches this provision, such party shall pay to the other party
liquidated damages equal to 100% of the most recent twelve month
salary of the non-breaching party's former employee together with all
legal fees reasonably incurred by such party in enforcing this
provision. The foregoing restriction on solicitation does not apply to
unsolicited applications for jobs, responses to public advertisements
or candidates submitted by recruiting firms, provided that such firms
have not been contacted to circumvent the spirit and intention of this
Section 12.15.
12.16 Headings. All Section headings contained in this Agreement are for
convenience of reference only, do not form a part of this Agreement
and will not affect in any way the meaning or interpretation of this
Agreement.
12.17 Counterparts. This Agreement may be executed in two or more
counterparts, all of which shall constitute one and the same
instrument. Each such counterpart shall be deemed an original, and it
shall not be necessary in making proof of this Agreement to produce or
account for more than one such counterpart. This Agreement shall be
deemed executed by both parties when any one or more counterparts
hereof or thereof, individually or taken together, bears the original
or facsimile signatures of each of the parties.
12.18 Publicity. Except to the extent required by applicable Law, neither
the Administrator nor Fund shall issue or initiate any press release
arising out of or in connection with this Agreement or the Services
rendered hereunder; provided, however, that if no special prominence
is given or particular reference made to Fund over other clients,
nothing herein shall prevent the Administrator from (i) placing Fund
on the Administrator's client list(s) (and sharing such list(s) with
current or potential clients of the Administrator); (ii) using Fund as
reference; or (iii) otherwise orally disclosing that Fund is a client
of the Administrator at presentations, conferences or other similar
meetings. If the Administrator desires to engage in any type of
publicity other than as set forth in subsections (i) through (iii)
above or if Fund desires to engage in any type of publicity, the party
desiring to engage in such publicity shall obtain the prior written
consent of the other party hereto, such consent not to be unreasonably
withheld, delayed or conditioned.
IN WITNESS WHEREOF, the parties hereto have executed and delivered this
Agreement as of the Effective Date.
ADMINISTRATOR: FUND:
SEI INVESTMENTS GLOBAL FUNDS SERVICES ACCESSOR FUNDS, INC.
By: _______________________________ By: _______________________________
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ Name: ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Title: Executive Vice President Title: Senior Vice President and
Secretary
SCHEDULE I
Portfolios
1. Growth Fund
2. Value Fund
3. Small to Mid Cap Fund
4. International Equity Fund
5. High Yield Bond Fund
6. Intermediate Fixed-Income Fund
7. Short-Intermediate Fixed-Income Fund
8. Mortgage Securities Fund
9. Limited Duration
10. U.S. Government Fund
11. Accessor Income Allocation Fund
12. Accessor Income & Growth Allocation Fund
13. Accessor Balanced Allocation Fund
14. Accessor Growth & Income Allocation Fund
15. Accessor Growth Allocation Fund
16. Accessor Aggressive Growth Allocation Fund
Each Fund offers four classes of shares: Advisor Class Shares, Investor Class
Shares, A Class Shares and C Class Shares (except the Limited Duration Fund
which offers one class of shares and the U.S. Government Fund which offers five
class of shares)
SCHEDULE II
List of Services
1) Maintain Funds' accounting books and records;
2) Obtain Portfolio security valuations from appropriate sources consistent
with each Fund's pricing and valuation policies, and calculate net asset
value of each Portfolio and class;
3) Compute yields, total return, expense ratios, portfolio turnover rate and
average dollar-weighted portfolio maturity, as appropriate;
4) Track and validate income and expense accruals, analyze and modify expense
accrual changes periodically, and process expense disbursements to vendors
and service providers;
5) Perform cash processing such as recording paid-in capital activity, perform
necessary reconciliations with the transfer agent and the custodian, and
provide cash availability data to the adviser, if requested;
6) Calculate required ordinary income and capital gains distributions,
coordinate estimated cash payments, and perform necessary reconciliations
with the transfer agent;
7) Provide standardized performance reporting data to the Fund and its
adviser(s);
8) Provide performance, financial and expense information for registration
statements, proxies, and information statements
9) Communicate net asset value, yield, total return or other financial data to
appropriate third party reporting agencies, and assist in resolution of
errors reported by such third party agencies;
10) Update accounting system to reflect rate changes, as received from a
Portfolio's investment adviser, subadvisor or respective designee, on
variable interest rate instruments;
11) Accrue expenses of each Portfolio;
12) Determine the outstanding receivables and payables for all (1) security
trades, (2) portfolio share transactions and (3) income and expense
accounts in accordance with the budgets provided by Fund or its investment
adviser;
13) Prepare Fund's financial statements for review by fund management and
independent auditors, prepare and manage annual and semi-annual report
preparation process, prepare Forms N-SAR, N-Q, N-CSR and 24f-2, provide
fund performance data for annual report, coordinate printing and delivery
of annual and semi-annual reports to shareholders, and file Forms N-SAR,
N-Q, N-CSR and 24f-2 and annual/semi-annual reports via ▇▇▇▇▇;
14) Monitor each Portfolio's compliance with the requirements of Subchapter M
of the Internal Revenue Code with respect to status as a regulated
investment company;
15) Prepare and file federal and state tax returns for Fund other than those
required to be prepared and filed by Fund's transfer agent or custodian.
16) Provide data for year-end 1099's and supplemental tax letters;
17) Provide such fund accounting and financial reports in connection with
quarterly meetings of the board of directors as the board of directors may
reasonably request;
18) Manage Fund's proxy solicitation process, including evaluating proxy
distribution channels, coordinating with outside service provider to
distribute proxies, track shareholder responses and tabulate voting
results, and managing the proxy solicitation vendor if necessary;
19) Provide individuals to serve as ministerial officers of Fund, as requested;
20) Provide principal accounting officer for purposes of ▇▇▇▇▇▇▇▇-▇▇▇▇▇;
21) Coordinate with Funds' counsel on filing of Fund's registration statements
and proxy statements, and coordinate printing and delivery of Fund's
prospectuses and proxy statements and information statements;
22) Coordinate Funds' board of directors' schedule, agenda and production of
board of directors meeting materials, and attend board of directors
meetings (if requested);
23) Provide consultation to Fund and its Sponsor on regulatory matters relating
to the operation of Fund as requested and coordinate with Fund's legal
counsel regarding such matters and, upon request, update the Fund and the
Sponsor on significant regulatory and legislative developments that may
affect the Fund;
24) Assist legal counsel to Fund in the development of policies and procedures
relating to the operation of Fund;
25) Act as liaison to legal counsel to Fund and, where applicable, to legal
counsel to Fund's independent directors;
26) Coordinate with Fund counsel in the preparation, review and execution of
contracts between Fund and third parties, such as the Fund's or any
Portfolio's investment adviser, sub-advisor, transfer agent, and custodian,
and record-keepers or shareholder service providers;
27) Assist Fund in handling and responding to routine regulatory examinations
with respect to records retained or services provided by the Administrator,
and coordinate with Fund's legal counsel in responding to any non-routine
regulatory matters with respect to such matters;
28) Provide consulting with respect to the ongoing design, development and
operation of Fund, including new Portfolios or Share classes and/or load
structures and financing, as well as changes to investment objectives and
polices for existing Portfolios;
29) Provide treasurer to the Fund.
30) Manage the preparation for and conducting of board of directors meetings by
(i) coordinating board of directors book production and distribution
process, (ii) subject to review and approval by Fund and its counsel and
counsel to the independent directors, preparing meeting agendas, (iii)
preparing the relevant sections of the board of directors materials
required to be prepared by the Administrator, (iv) assisting to gather and
coordinate special materials related to annual contract renewals and
approval of rule 12b-1 for and as directed by the directors or Fund counsel
or counsel to the independent directors, (v) attending board of directors
meetings, and (vi) performing such other board of directors meeting
functions as shall be agreed by the parties in writing (in this regard,
Fund shall provide the Administrator with notice of regular meetings at
least six (6) weeks before such meeting and as soon as practicable before
any special meeting of the board of directors);
31) Cooperate with, and take all reasonable actions in the performance of its
duties under this Agreement to ensure that all necessary information is
made available to Fund's independent public accountants in connection with
the preparation of any audit or report requested by Fund, including the
provision of a conference room at the Administrator's location if necessary
(in this regard, Fund's independent auditors shall provide the
Administrator with reasonable notice of any such audit so that (i) the
audit will be completed in a timely fashion and (ii) the Administrator will
be able to promptly respond to such information requests without undue
disruption of its business); and
32) On a T+2 post-trade basis and based on the information available to the
Administrator, monitor the Portfolios for compliance with applicable
limitations as set forth in Fund's or any Portfolio's then current
Prospectus or Statement of Additional Information (this provision shall not
relieve Fund's investment adviser and sub-advisers, if any, of their
primary day-to-day responsibility for assuring such compliance, including
on a pre-trade basis).
33) Upon reasonable notice and as mutually agreed upon, the Administrator may
provide additional reports upon the request of Fund or its investment
adviser, which may result in additional charges, the amount of which shall
be agreed upon between the parties prior to the provision of such report.
34) Upon reasonable notice and as mutually agreed upon, the Administrator may
provide such additional services with respect to a Portfolio, which may
result in an additional charge, the amount of which shall be agreed upon
between the parties prior to the provision of such service. ***
SCHEDULE III
Schedule of Fees
Administration and Accounting Fee:
The following fees are due and payable monthly to Administrator pursuant to
Section 8 of the Agreement beginning on the Live Date. Fund will be charged the
greater of the Asset Based Fee or the Annual Minimum Fee, in each case
calculated in the manner set forth below.
Asset Based Fees: (calculated and assessed monthly in arrears based on the
aggregate average net assets of the following Portfolios):
Growth Fund, Value Fund, Small to Mid Cap Fund, International Equity Fund, High
Yield Bond Fund, Intermediate Fixed-Income Fund, Short-Intermediate Fixed-Income
Fund, Mortgage Securities Fund, Limited Duration U.S. Government Money Fund
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Portfolio Assets Basis Points
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First $3 billion in aggregate average net assets 5
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Aggregate average net assets in excess of $ 3 billion 4
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Asset Based Fees: (calculated and assessed monthly in arrears based on the
average net assets of each the following Portfolios):
Accessor Income Allocation Fund
Accessor Income & Growth Allocation Fund
Accessor Balanced Allocation Fund
Accessor Growth & Income Allocation Fund
Accessor Growth Allocation Fund
Accessor Aggressive Growth Allocation Fund
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Portfolio Assets Basis Points
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SEI fee based on average net assets of each fund 1
--------------------------------------------------------------------------
Annual Minimum Fee (calculated and paid on a monthly basis):
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Fund Annual Minimum Fee
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Existing 16 Portfolios listed in Schedule I $900,000*
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*in aggregate for all Portfolios in existence as of the Effective Date
Additional Portfolios/Classes:
$60,000 for each new Portfolio added in addition to the list in Schedule I
SEI would waive 50% of the minimum for the first year of the new fund(s)
operation or $2,500 per month for each fund
$15,000 per additional Class added after "live" date
* This pricing also includes unlimited seats to SEI's Manager Dashboard,
eBoardroom and Marketing & Review system technology.
Out of Pocket Expenses:
Reasonable out of pocket expenses (i.e., fulfillment charges, pricing service
fees, postage and registration fees) incurred by the Administrator on behalf of
Fund will be billed to Fund quarterly in arrears.
Change of Terms:
This schedule is based upon regulatory requirements and Fund's requirements as
set forth in its Fund Data as of the Effective Date. Any material change to any
of the foregoing, including but not limited to, a material change in Funds'
assets or the investment objective of a Portfolio will constitute a material
change to this Agreement. If such a change occurs, the Administrator agrees to
review the change with representatives of Fund and provide information
concerning the feasibility of implementing any additional or enhanced services
and associated costs resulting from such change. The parties shall then in good
faith agree to mutually agreeable terms applicable to such additional or
enhanced service.
Fund acknowledges and agrees that Administrator reserves the right to impose a
five percent (5%) per annum surcharge on a Portfolio basis against the
Portfolios in the event the Portfolios have not implemented by the first
anniversary of this Agreement an automated trade ticket process with
Administrator to facilitate the orderly and timely processing of Portfolio
transactions, valuations and reconciliations.
SCHEDULE IV
Notice Instruction Form
TO WHOM NOTICES SHOULD BE SENT PURSUANT TO SECTION 12.08 OF THE AGREEMENT:
Name of Party or Parties: __________________________________________
Name of Contact: __________________________________________
Address: _________________________________________
Telephone No.: _________________________________________
Facsimile No.: _________________________________________
Email Address: _________________________________________
SCHEDULE V
Fund NAV Error Policy
POLICY STATEMENT OF ACCESSOR FUNDS, INC.
REGARDING CORRECTION OF
NON-MONEY MARKET PRICING ERRORS
This policy statement is intended to document procedures to be employed
in the disposition of non-money market pricing errors on behalf of each series
of Accessor Funds, Inc. (the "Fund") other than the U.S. Government Money Fund.
In this regard, the Fund has adopted and will continue to revise as appropriate,
Pricing and Valuation Procedures designed to reduce the likelihood of valuation
errors. These procedures have been designed to provide guidance to the Fund with
respect to correcting pricing and other errors affecting the Fund's NAV that are
identified after the NAV of the Fund has been calculated and implemented.
o All pricing and other errors will be corrected promptly after they are
discovered and the correction will carry through to all future NAV
determinations. Whether a loss to the Fund, as a result of an error, should
be corrected retroactively will depend on whether the error is considered
to be "material". To determine materiality, an analysis must be performed
for all subsequent days until the error has been corrected.
o If the net asset value per share (NAV) of a series of the Fund is impacted
by any error in an amount less than a full $.01 per share, no action is
deemed necessary due to the immateriality of the amount. This policy
relates to the effect of the error itself and not to the situation wherein
the NAV is affected by $.01 on a rounded basis.
o In the case of an overstatement of NAV by a full $.01 per share or more,
shareholder purchases will be reprocessed to the extent the incremental
shares due a shareholder equal or exceed one full share. In the case of
redemptions, dollars will be deposited into the appropriate series of the
Fund in order to make such series whole.
o In the case of an understatement of NAV by a full $.01 per share or more,
dollars will be deposited into the appropriate series of the Fund in order
to make such series whole for the overissuance of shares. In the case of
redemptions, shareholders due $10 or more will be paid the additional
proceeds.
o When an error is identified, the Chief Compliance Officer will consult with
the Fund's attorney, if necessary and/or appropriate Fund officers to
determine what corrective action is required in order to comply with these
procedures. The determination will include an assessment of the financial
impact of the error or errors on the Fund's NAV and, if appropriate, the
shareholder. Once a determination has been made with respect to the course
of action that should be taken, Accessor Capital and the appropriate
service providers will be contacted.
o Material errors will be reported to the Board of Director's at the next
quarterly Board meeting following the discovery of the error or errors.
Such report shall describe: (i) the events that led up to the NAV error;
and (ii) the impact of the error on the Fund's NAV and on the shareholder.
The minutes of the Board meeting should reflect the Board's consideration
of the corrective action taken.
o The Fund's Chief Compliance officer or its designee shall maintain and
preserve in an easily accessible place a copy of these Procedures (and any
modifications thereto) and (b) shall maintain and preserve for a period of
not less than six years any records of any errors deemed to be "Material"
in accordance with these Procedures.
The above procedures are intended to provide general guidance in the case
of a pricing error, but deviation from this policy may occur as facts or
circumstances warrant. The Executive Committee is hereby authorized to modify
these procedures pursuant to such individual facts or circumstances.
Adopted by the Board of Directors on October 4, 2004.
NAV ERROR CORRECTION
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