Exhibit 9(f)
AMENDED AND RESTATED
ADMINISTRATION AGREEMENT
THIS AMENDED AND RESTATED AGREEMENT is made as of this 1st day of July,
1997, by and between FIRST AMERICAN FUNDS, INC. a Minnesota corporation (the
"Fund"), and SEI Investments Management Corporation (the "Administrator"), a
Delaware corporation.
WHEREAS, the Fund and SEI entered into an Administration Agreement as
of January 1, 1995 and the Fund and SEI now desire to amend and restate such
Agreement;
WHEREAS, the Fund is an open-end diversified management investment
company registered under the Investment Company Act of 1940, as amended (the
"1940 Act"), consisting of several series of shares of Common Stock; and
WHEREAS, the Fund desires the Administrator to provide, and the
Administrator is willing to provide, management and administrative services to
such portfolios of the Fund as the Fund and the Administrator may agree on
("Portfolios") and as listed on the schedules attached hereto ("Schedules") and
made a part of this Agreement, on the terms and conditions hereinafter set
forth;
NOW, THEREFORE, in consideration of the premises and the covenants
hereinafter contained, the Fund and the Administrator hereby agree as follows:
ARTICLE 1. Retention of the Administrator. The Fund hereby retains the
Administrator to act as the administrator of the Portfolios and to furnish the
Portfolios with the management and administrative services as set forth in
Article 2 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 Fund in any way and shall
not be deemed an agent of the Fund.
ARTICLE 2. Administrative Services. The Administrator shall perform,
and subject to the approval of the Board of Directors of the Fund, shall have
the authority to appoint and compensate from its resources one or more
subadministrators to perform administrative services in connection with the
operations of the Portfolios, and, on behalf of the Fund, will investigate,
assist in the selection of and conduct relations with custodians, depositories,
accountants, legal counsel, underwriters, brokers and dealers, corporate
fiduciaries, insurers, banks and persons in any other capacity deemed to be
necessary or desirable for the Portfolios' operations. The Administrator shall
provide the Directors of the Fund 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. Certain of the activities to be performed by the Administrator
are set forth on Exhibit A attached hereto. The parties contemplate that Exhibit
A may be changed from time to time by written agreement of the parties, and in
such event, the amended Exhibit A shall be made a part of this Agreement.
The Administrator shall provide the Fund 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. In addition, at the request of the Board of
Directors, the Administrator shall make reports to the Fund's Directors
concerning the performance of its obligations hereunder.
Without limiting the generality of the foregoing, the Administrator
shall:
(a) calculate contractual Fund expenses and control all
disbursements for the Fund, and as appropriate compute the
Fund's yields, total return, expense ratios, portfolio
turnover rate and, if required, portfolio average
dollar-weighed maturity;
(b) assist Fund counsel with the preparation of prospectuses,
statements of additional information, registration statements,
proxy materials;
(c) prepare such reports, applications and documents (including
reports regarding the sale and redemption of Shares as may be
required in order to comply with Federal and state securities
law) as may be necessary or desirable to register the Fund's
shares with state securities authorities, monitor sale of Fund
shares for compliance with state securities laws and file with
the appropriate state securities authorities the registration
statements and reports for the Fund and the Fund's shares and
all amendments thereto, as may be necessary or convenient to
register and keep effective the Fund and the Fund's shares
with state securities authorities to enable the Fund to make a
continuous offering of its shares;
(d) develop and prepare communications to shareholders, including
the annual report to shareholders, coordinate mailing
prospectuses, notices, proxy statements, proxies and other
reports to Fund shareholders, and supervise and facilitate the
solicitation of proxies solicited by the Fund for all
shareholder meetings, including tabulation process for
shareholder meetings;
(e) prepare, negotiate, and administer contracts on behalf of the
Fund with, among others, the Fund's investment adviser,
distributor, custodian, and transfer agent;
(f) maintain the Fund's general ledger and prepare the Fund's
financial statements, including expense accruals and payments,
determine the net asset value of the Fund's assets and of the
Fund's shares, and supervise the Fund's transfer agent with
respect to the payment of dividends and other distributions to
shareholders;
(g) calculate performance data of the Fund and its portfolios for
dissemination to information services covering the investment
company industry;
(h) coordinate and supervise the preparation and filing of the
Fund's tax returns;
(i) examine and review the operations and performance of the
various organizations providing services to the Fund or any
Portfolio of the Fund, including, without limitation, the
Fund's investment adviser, distributor, custodian, transfer
agent, outside legal counsel and independent public
accountants, and at the request of the Board of Directors,
report to the Board on the performance of organizations;
(j) assist with the layout and printing of publicly disseminated
prospectuses and assist with and coordinate layout and
printing of the Fund's semi-annual and annual reports to
shareholders;
(k) provide internal legal and administrative services as
requested by the Fund from time to time;
(l) assist with the design, development, and operation of the
Fund, including new portfolio and class investment objectives,
policies and structure;
(m) provide individuals reasonably acceptable to the Fund's Board
of Directors for nomination, appointment, or election as
officers of the Fund, who will be responsible for the
management of certain of the Fund's affairs as determined by
the Fund's Board of Directors;
(n) advise the Fund and its Board of Directors on matters
concerning the Fund and its affairs;
(o) obtain and keep in effect fidelity bonds and directors and
officers/errors and omissions insurance policies for the Fund
in accordance with the requirements of Rules 17g-1 and
17d-1(7) under the 1940 Act as such bonds and policies are
approved by the Fund's Board of Directors;
(p) monitor and advise the Fund and its Portfolios on their
registered investment company status under the Internal
Revenue Code of 1986, as amended;
(q) perform all administrative services and functions of the Fund
and each Portfolio to the extent administrative services and
functions are not provided to the Fund or such Portfolio
pursuant to the Fund's or such Portfolio's investment advisory
agreement, distribution agreement, custodian agreement and
transfer agent agreement;
(r) furnish advice and recommendations with respect to other
aspects of the business and affairs of the Portfolios as the
Fund and the Administrator shall determine desirable; and
(s) prepare and file with the SEC the semi-annual report for the
Fund on Form N-SAR and all required notices pursuant to Rule
24f-2.
Also, the Administrator will perform other services for the Fund as agreed from
time to time at the request of the Board of Directors, including, but not
limited to performing internal audit examinations; mailing the annual reports of
the Portfolios; preparing an annual list of shareholders; and mailing notices of
shareholders' meetings, proxies and proxy statements, for all of which the Fund
will pay the Administrator's out-of-pocket expenses.
ARTICLE 3. Allocation of Charges and Expenses.
(A) The Administrator. The Administrator shall furnish at its own
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 Fund as well as all Directors of the Fund who are
affiliated persons of the Administrator or any affiliated corporation of the
Administrator; provided, however, that unless otherwise specifically provided,
the Administrator shall not be obligated to pay the compensation of any employee
of the Fund retained by the Directors of the Fund to perform services on behalf
of the Fund.
(B) The Fund. The Fund assumes and shall pay or cause to be paid all
other expenses of the Fund 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 Shares, the costs of custodial
services, the cost of initial and ongoing registration of the Shares under
Federal and state securities laws, fees and out-of-pocket expenses of Directors
who are not affiliated persons of the Administrator or the investment adviser to
the Fund or any affiliated corporation of the Administrator or the investment
Adviser, insurance, interest, brokerage costs, litigation and other
extraordinary or nonrecurring expenses, and all fees and charges of investment
advisers to the Fund.
ARTICLE 4. Compensation of the Administrator.
(A) Administration Fee. For the services to be rendered, the facilities
furnished and the expenses assumed by the Administrator pursuant to this
Agreement, the Fund shall pay to the Administrator compensation at an annual
rate specified in the Schedules. Such compensation shall be calculated and
accrued daily, and paid to the Administrator monthly. The Fund shall also
reimburse the Administrator for its reasonable out-of-pocket expenses, including
the travel and lodging expenses incurred by officers and employees of the
Administrator in connection with attendance at Board meetings.
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 Fund hereby authorizes any
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 Fund which is permitted by Section 11 (a) of the Securities
Exchange Act of 1934 and Rule 11a2-2(T) thereunder, and the Fund hereby consents
to the retention of compensation for such transactions in accordance with Rule
11a2-2(T)(a)(2)(iv).
(C) Survival of Compensation Rates. All rights of compensation under
this Agreement for services performed as of the termination date shall survive
the termination of this Agreement.
ARTICLE 5. Limitation of Liability of the Administrator. The duties of
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
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 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 negligence, the Fund 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 Fund or any other service rendered to
the Fund 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 Fund may be asked to indemnify or hold the
Administrator harmless, the Fund 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 Fund promptly concerning any situation which presents or appears
likely to present the probability of such a claim for indemnification against
the Fund, but failure to do so in good faith shall not affect the rights
hereunder.
The Fund 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 Fund elects to assume the defense of
any such claim, the defense shall be conducted by counsel chosen by the Fund and
satisfactory to the Administrator, whose approval shall not be unreasonably
withheld. In the event that the Fund elects to assume the defense of any suit
and retain counsel, the Administrator shall bear the fees and expenses of any
additional counsel retained by it. If the Fund does not elect to assume the
defense of a suit, it will reimburse the Administrator for the reasonable fees
and expenses of any counsel retained by the Administrator.
The Administrator may apply to the Fund at any time for instructions
and may consult counsel for the Fund 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 Fund
until receipt of written notice thereof from the Fund.
ARTICLE 6. Activities of the Administrator. The services of the
Administrator rendered to the Fund 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 Fund 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 Fund, and that the Administrator may be or
become interested in the Fund as a Shareholder or otherwise.
ARTICLE 7. Duration of this Agreement. The Term of this Agreement shall
be as specified in the Schedule.
This Agreement shall not be assignable by either party without the
written consent of the other party.
ARTICLE 8. Amendments. This Agreement may be amended by the parties
hereto only if such amendment is specifically approved (i) by the vote of a
majority of the Directors of the Fund, and (ii) by the vote of a majority of the
Directors of the Fund 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 Fund does not conflict with or violate any requirements of its
Charter or then current prospectuses, or any rule, regulation or requirement of
any regulatory body.
ARTICLE 9. Certain Records. The Administrator shall maintain customary
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 Fund shall be prepared and maintained at the expense of the
Administrator, but shall be the property of the Fund and will be made available
to or surrendered promptly to the Fund on request.
In case of any request or demand for the inspection of such records by
another party, the Administrator shall notify the Fund and follow the Fund'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 Fund has
agreed to indemnify the Administrator against such liability.
ARTICLE 10. Definitions of Certain Terms. The terms "interested person"
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 11. Notice. Any notice required or permitted to be given by
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 Fund, at c/o ▇▇▇▇▇ ▇. ▇▇▇▇▇▇, General Counsel, SEI Investments
Management Corporation, ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇, ▇▇ ▇▇▇▇▇; and to its
Secretary at the following address: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, Esq., ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇,
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇; and if to the Administrator
at ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇, ▇▇ ▇▇▇▇▇.
ARTICLE 12. Governing Law. This Agreement shall be construed in
accordance with the laws of the State of Minnesota and the applicable provisions
of the 1940 Act. To the extent that the applicable laws of the State of
Minnesota, or any of the provisions herein, conflict with the applicable
provisions of the 1940 Act, the latter shall control.
ARTICLE 13. Multiple Originals. This Agreement may be executed in two
or 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.
FIRST AMERICAN FUNDS, INC.
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Attest:
---------------------------
SEI INVESTMENTS MANAGEMENT CORPORATION
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Attest:
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SCHEDULE TO THE
AMENDED AND RESTATED
ADMINISTRATION AGREEMENT
DATED AS OF JULY 1, 1997
BETWEEN
FIRST AMERICAN FUNDS, INC.
AND
SEI INVESTMENTS MANAGEMENT CORPORATION
Portfolios: This Agreement shall apply to all Portfolios of First American
Funds, Inc., either now or hereafter created. The current
portfolios of First American Funds, Inc. are set forth below:
Prime Obligations Fund, Treasury Obligations Fund, Government
Obligations Fund (collectively, the "Portfolios").
Fees: Pursuant to Article 4, Section A, the Fund shall pay the
Administrator compensation for services rendered to the
Portfolios at an annual rate, which is calculated daily and paid
monthly, at a maximum administrative fee equal to (i) .07% of
each Portfolio's average daily net assets until the aggregate net
assets of all mutual funds in the First American family of funds
("First American Fund Family") exceed $8 billion, and (ii) .055%
of each Portfolio's average daily net assets to the extent that
the aggregate net assets of the First American Fund Family exceed
$8 billion; provided however that in no event shall the annual
administrative fee for any Portfolio be less than $50,000.
The parties hereby confirm that the $50,000 per annum
administrative fee is to be applied to each Portfolio as a whole,
and not to separate classes of shares within the portfolios.
Term: Pursuant to Article 7, the term of this Agreement, unless sooner
terminated as specified under the heading "Termination" below,
shall commence on JULY 1, 1997 and shall remain in effect through
December 31, 1999 ("Initial Term") and the Initial Term shall be
automatically extended on January 1, 1998 for one successive
one-year period (i.e., through December 31, 2000) if SEI has met
or exceeded the written service level standards as may be agreed
to by the Portfolios and SEI from time to time (the "Service
Standards") on no less than 90% of such Service Standards on
cumulative basis during the period commencing July 1, 1997 and
ending on December 31, 1998. Calculation of compliance with the
Service Standards will be measured monthly, and reported to the
Board of Directors of First American Funds, Inc. quarterly, as a
fraction, the numerator of which is the number of Service
Standard events that were met in such month and the denominator
of which is the number of Service Standard events to be completed
for such month ("Service Level Percentage"). SEI will calculate
the compliance percentage, and the investment adviser for the
Portfolios' will review such calculation on a monthly basis. Any
disagreements will be reported to the Board of Directors of the
First American Funds, Inc. for resolution, in the Board's good
faith judgment.
Termination: The Administration Agreement will be terminable by the Portfolios
by delivery to
SEI of written notice: (i) for any reason on six months prior
written notice to SEI; (ii) in the event of SEI's bankruptcy or
insolvency; (iii) in the event of a conviction of SEI for
corporate criminal activity; (iv) if in any consecutive six-month
period the average cumulative Service Level Percentage is less
than 50%; (v) if the Administrator has materially failed to
perform its responsibilities as administrator under this
Agreement, and such material failure has not been cured within 45
days after written notice is received by the Administrator
specifying the nature of the failure; or (vi) by delivery to the
Administrator of written notice of termination delivered no less
than 180 days prior to the end of the Initial Term (as extended
if applicable), provided that if such notice is not so delivered,
the Administration Agreement will automatically continue for one
additional one-year term. The Administration Agreement will be
terminable by the Administrator by delivery to the Portfolios of
written notice: (i) if the Portfolios have materially failed to
perform their responsibilities under this Agreement, and such
material failure has not been cured within 45 days after written
notice is received by the Portfolios specifying the nature of the
failure. (ii) by delivery to the Portfolios of written notice of
termination delivered no less than 180 days prior to the end of
the Initial Term (as extended if applicable), provided that if
such notice is not so delivered, the Administration Agreement
will automatically continue for one additional one-year term.
Agreed to and accepted Agreed to and accepted
FIRST AMERICAN FUNDS, INC. SEI INVESTMENTS MANAGEMENT
CORPORATION
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
-------------------------------
Title: VP By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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Date: Title: Senior Vice President
----------------------------- --------------------------
Date:
---------------------------
EXHIBIT A
TO THE AMENDED AND RESTATED ADMINISTRATION AGREEMENT
DATED AS OF JULY 1, 1997
BETWEEN
SEI INVESTMENTS MANAGEMENT CORPORATION
AND
FIRST AMERICAN FUNDS, INC.
FIRST AMERICAN INVESTMENT FUNDS, INC.
FIRST AMERICAN STRATEGY FUNDS, INC.
The following Exhibit sets forth the principal federal and state
regulatory and related actions which must be taken with respect to the First
American Funds, Inc. ("FAF"), First American Investment Funds, Inc. ("FAIF") and
First American Strategy Funds, Inc. ("FASF") (individually a "Company", and
collectively, the "Companies") that are the responsibility of SEI. This Exhibit
is intended to be modified by written agreement of the Companies and SEI, as
necessary, to reflect changes in the Companies' structure and federal and state
regulatory requirements.
Parties referred to in this Exhibit are designated as follows:
SEI Compliance Dept.
SEI Portfolio Accounting
SEI Funds Accounting
SEI Legal Dept.
SEI Tax Dept.
SEI Investor Services
July 1, 1997
DATE ACTION TO BE TAKEN PARTY RESPONSIBLE
----------------------- --------------------------------------------------------- -----------------------------
January 1 a) Review asset diversification to ensure compliance a) SEI Portfolio Accounting
with section 851(b)(4) of the IRC as of the end of the
preceding fiscal quarter (discrepancies must be
corrected by January 30).
b) Review sources of gross income to ascertain b) SEI Funds Accounting
year-to-date compliance with Sections 851(b)(2) and
851(b)(3) of IRC for current year. SEI Funds Accounting
and Tax Dept. monitor this test on a monthly basis. If a
company is not in compliance with these tests, the
advisor will be notified immediately. Corrective action
must be taken by the advisor prior to year end.
c) Review asset diversification for REIT fund under c) SEI Portfolio Accounting
section 851(b)(4) of the IRC as of 12/31 (discrepancies
must be corrected by 1/30).
d) Review sources of gross income REIT fund to ensure d) SEI Fund Accounting
compliance with Sections 851(b)(2) and 851(b)(3) of IRC
for current year. If a company is not in compliance with
these tests, the advisor will be notified immediately.
Corrective action must be taken by the advisor prior to
year end.
----------------------- --------------------------------------------------------- -----------------------------
January 15 a) File Annual Registration Form MSS-1 for Minnesota a) SEI Legal Dept.
Business Corporations for the current calendar year with
the Minnesota Secretary of State. (FAF and FASF)
b) Send REIT fund's Form 2483 to KPMG for their review b) SEI Tax Dept.
prior to filing (if applicable).
----------------------- --------------------------------------------------------- -----------------------------
January 28 a) Mail copies of each Company's new prospectuses to SEI Investor Services
shareholders.
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(deadline is 30 days CURRENTLY, IT IS THE REIT FUND'S POLICY TO DISTRIBUTE SEI Tax Dept.
after REIT fund's LONG-TERM CAPITAL GAINS, THEREFORE, FORM 2438 IS NOT
fiscal year end APPLICABLE. However if in the future the policy changes,
of 12/31) the REIT fund would file Form 2438 (Regulated Investment
Company Undistributed Capital Gains Tax Return) for fund
for the preceding year with IRS. This will be necessary
only for a year in which the fund has undistributed net
NOT APPLICABLE (long-term) capital gains after taking into account any
distribution to shareholders to be paid after the
taxable year under Section 855 of the IRC.
----------------------- --------------------------------------------------------- -----------------------------
January 31 In years where appropriate, provide Form 1099-MISC to SEI Funds Accounting
persons other than corporations to whom the Fund paid
more than $600 for services during the prior calendar
year (excluding wages paid to employees)
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July 1, 1997
----------------------- --------------------------------------------------------- -----------------------------
February 4 All materials due to SEI Legal for preparation of the SEI Funds Accounting,
draft agenda, etc. for the March Board Meeting. SEI Compliance Dept.,
SEI Portfolio
Accounting
----------------------- --------------------------------------------------------- -----------------------------
February 11 Circulate draft agenda and resolutions for March Board SEI Legal Dept.
Meeting (approx. 3 weeks prior meeting).
----------------------- --------------------------------------------------------- -----------------------------
February 15 a)Send Federal Excise Tax Return on Form 8613 to KPMG a) SEI Tax Dept.
for review prior to filing on March 15.
b) File with New Jersey Division of Taxation b) SEI Tax Dept.
certifications for all funds with more than 80% federal
obligations.
----------------------- --------------------------------------------------------- -----------------------------
February 18 Pre-call to discuss agenda items for March Board Meeting SEI Legal Dept., and
(approx. 2 weeks prior to meeting.) SEI Funds Accounting
----------------------- --------------------------------------------------------- -----------------------------
February 25 Mail Board Materials to Board of Directors and meeting SEI Legal Dept.
participants (approx. 1 week prior to meeting).
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February 28 FOR REIT FUND ONLY a) SEI Funds Accounting
a) Issue 60 day notice to the shareholders of the REIT
fund to designate the amount of long term capital
gain and return of capital.
FOR ALL FUNDS b) SEI Tax Dept.
b) File with Indiana Department of Revenue certification
of information provided to shareholders.
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March 15 a) File Federal Excise Tax Return on Form 8613, if a) SEI Tax Dept.
necessary; pay any excise tax due.
b)File REIT fund's Federal Form 7004 "Extension of Time b) SEI Tax Dept.
to File Federal Income Tax Return" (Form 1120-RIC) and
Minnesota Form M-4E-Extension.
c) File Fidelity Bond Insurance with the SEC. c) SEI Legal Dept.
----------------------- --------------------------------------------------------- -----------------------------
July 1, 1997
----------------------- --------------------------------------------------------- -----------------------------
April 1 a) Review asset diversification to ensure compliance a) SEI Portfolio Accounting
with section 851(b)(4) of the IRC as of March 31
(discrepancies must be corrected by April 30).
b) Review sources of gross income to ascertain b) SEI Funds Accounting
year-to-date compliance with Sections 851(b)(2) and
851(b)(3) of IRC for current year. SEI Funds Accounting
and Tax Dept. Monitor this test on a monthly basis. If a
company is not in compliance with these tests, the
advisor will be notified immediately. Corrective action
must be taken by the advisor prior to year end.
c) Begin preparation of each Company's Semi-Annual c) SEI Funds Accounting
Report to Shareholders. Send timeline for semi-annual
report production to FBNA, M&P, SEI Legal and D&W. Send
draft to SEI Legal and D&W for review and comment.
----------------------- --------------------------------------------------------- -----------------------------
April 15 File Maryland Personal Property Tax Return (FAIF Only) SEI Tax Dept.
----------------------- --------------------------------------------------------- -----------------------------
May 5 Prepare each Company's Form N-SAR for the period ended SEI Funds Accounting
March 31.
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May 6 All materials due to SEI Legal for preparation of the SEI Funds Accounting,
draft agenda, etc. for the June Board Meeting. SEI Compliance Dept.,
SEI Portfolio Accounting
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May 8 ALL FUNDS, EXCEPT REIT FUND
Send draft of Federal Income Tax Return Form 1120-RIC SEI Tax Dept.
and Minnesota Form M-4 to KPMG for review prior to
filing on June 15.
----------------------- --------------------------------------------------------- -----------------------------
May 13 Circulate draft agenda and resolutions for June Board SEI Legal Dept.
Meeting (approx. 3 weeks prior to meeting).
----------------------- --------------------------------------------------------- -----------------------------
May 20 Pre-call to discuss agenda items for June Board Meeting SEI Legal Dept. and SEI Funds
(approx. 2 weeks prior to meeting.) Accounting
----------------------- --------------------------------------------------------- -----------------------------
May 27 Mail Board materials to Board of Directors and meeting SEI Legal Dept.
participants (approx. 1 week prior to meeting.)
----------------------- --------------------------------------------------------- -----------------------------
July 1, 1997
----------------------- --------------------------------------------------------- -----------------------------
May 30 a) File each Company's Form N-SAR with SEC. a) SEI Funds Accounting
b) Mail each Company's Semi-Annual Report to b) SEI Funds Accounting/SEI
Shareholders for period ended March 31. File with SEC Investor Services
and distribute copies to D&W, KPMG and SEI Legal.
----------------------- --------------------------------------------------------- -----------------------------
June 15 ALL FUNDS, EXCEPT REIT FUND
File Federal Regulated Investment Company Income Tax SEI Tax Dept.
Return Form 1120-RIC; tax payment is due; Section 855
election, if any, must be made (dividends pursuant to a
Section 855 election for any taxable year must be
declared and paid within 12 months of the close of that
year, but not later than the date of the first regular
dividend payment after declaration). If the filing of
Form 2438 was made on October 30, copies A of Form 2439
and duplicate of Form 2438 must be filed with Form
1120-RIC.
----------------------- --------------------------------------------------------- -----------------------------
June 30 For FAIF's International Fund, file with the Treasury SEI Tax Dept. and SEI
Dept. Form TD-F90-22.1. International Funds
Accounting
----------------------- --------------------------------------------------------- -----------------------------
July 1 a) Review asset diversification to ensure compliance a) SEI Portfolio Accounting
with section 851(b)(4) of the IRC as of June 30
(discrepancies must be corrected by July 30).
b) Review sources of gross income to ascertain b) SEI Funds Accounting
year-to-date compliance with Sections 851(b)(2) and
851(b)(3) of IRC for current year. SEI Funds Accounting
and Tax Dept. monitor this test on a monthly basis. If a
company is not in compliance with these tests, the
advisor will be notified immediately. Corrective action
must be taken by the advisor prior to year end.
----------------------- --------------------------------------------------------- -----------------------------
July 15 a) File Minnesota Form M-4 (FAF, FAIF and FASF) a) SEI Tax Dept.
b) Preparation of materials for August Telephonic Board b) SEI Legal Dept.
Meeting to approve insurance coverages.
----------------------- --------------------------------------------------------- -----------------------------
July 25-August 8 Mail Board materials to Board of Directors and meeting SEI Legal Dept.
participants for August Telephonic Board of Directors
meeting (approx. 1 week prior to meeting).
----------------------- --------------------------------------------------------- -----------------------------
July 1, 1997
----------------------- --------------------------------------------------------- -----------------------------
August 1-14 Initiate a Telephonic Board of Directors meeting to SEI Legal
approve insurance coverages.
----------------------- --------------------------------------------------------- -----------------------------
August 13 All materials due to SEI Legal for preparation of the SEI Funds Accounting, SEI
draft agenda, etc. for the September Board Meeting. Compliance Dept., SEI Portfolio
Accounting
----------------------- --------------------------------------------------------- -----------------------------
August 15 Send Form 1120-RIC and Minnesota Form M-4 for REIT fund SEI Tax Dept.
to KPMG for review.
----------------------- --------------------------------------------------------- -----------------------------
August 20 Circulate draft agenda and resolutions for September SEI Legal Dept.
Board Meeting (approx. 3 weeks prior to meeting).
----------------------- --------------------------------------------------------- -----------------------------
August 27 Pre-call to discuss agenda items for September SEI Legal Dept. and SEI Funds
Board Meeting (approx. 2 weeks prior to meeting.) Accounting
----------------------- --------------------------------------------------------- -----------------------------
September 1 Review investments and adjust portfolio to ensure that SEI Portfolio Accounting, SEI
on the close of each Company's fiscal year the dividends Funds Accounting and DST
distributed by each Company to their Shareholders during
such fiscal year will not exceed the income realized by
each Company for federal income tax purposes during such
year.
----------------------- --------------------------------------------------------- -----------------------------
September 3 Mail Board materials to Board of Directors and meeting SEI Legal Dept.
participants (approx. 1 week prior to meeting.)
----------------------- --------------------------------------------------------- -----------------------------
September 15 File REIT fund's Federal Income Tax Return Form 1120-RIC SEI Tax Dept.
(extension may be granted to 9/15 for federal and 10/15
for Minnesota); tax payment is due; Section 855
election, if any, must be made (dividends pursuant to a
Section 855 election for any taxable year must be
declared and paid within 12 months of the close of that
year, but not later than the date of the first regular
dividend payment after declaration). If the filing of
Form 2438 was made on January 30, copies A of Form 2439
and duplicate of Form 2438 must be filed with Form 1120
RIC.
----------------------- --------------------------------------------------------- -----------------------------
September 19 SEI pays Directors & Officers and Fidelity Bond SEI Legal Dept.
Insurance
----------------------- --------------------------------------------------------- -----------------------------
July 1, 1997
----------------------- --------------------------------------------------------- -----------------------------
October 1 a) Review asset diversification to ensure compliance a) SEI Portfolio Accounting
with section 851(b)(4) of the Internal Revenue Code
("IRC") as of September 30 (discrepancies must be
corrected by October 30).
b) Review sources of gross income to ascertain b) SEI Funds Accounting
year-to-date compliance with Sections 851(b)(2) and
851(b)(3) of IRC for current year. SEI Funds Accounting
and Tax Dept. monitor this test on a monthly basis. If a
company is not in compliance with these tests, the
advisor will be notified immediately. Corrective action
must be taken by the advisor prior to year end.
c) Begin preparation of each Company's Annual Report to c) SEI Funds Accounting
Shareholders. Send timeline for annual report production
to FBNA, M&P, SEI Legal, D&W and KPMG. SEI Legal and D&W
should receive drafts for review and comment.
----------------------- --------------------------------------------------------- -----------------------------
October 15 d) File Minnesota Form M-4 for REIT fund. d) SEI Tax Dept.
e) Send Form 2483 to KPMG for review prior to filing e) SEI Tax Dept.
with IRS (if applicable).
----------------------- --------------------------------------------------------- -----------------------------
(deadline is 30 CURRENTLY, IT IS EACH COMPANY'S POLICY TO DISTRIBUTE SEI Tax Dept.
days after Fund's LONG-TERM CAPITAL GAINS, THEREFORE, FORM 2438 IS NOT
fiscal year end) APPLICABLE. However if in the future the policy changes,
each Company would file Form 2438 (Regulated Investment
Company Undistributed Capital Gains Tax Return) for each
Portfolio for the preceding year with IRS, this will be
necessary only for a year in which the Portfolio has
Not Applicable undistributed net (long-term) capital gains after taking
into account any distribution to shareholders to be paid
after the taxable year under Section 855 of the IRC.
----------------------- --------------------------------------------------------- -----------------------------
November 5 Begin preparation of each Company's 24f-2 Notice; SEI Compliance Dept.
determine whether additional shares are to be registered
pursuant to Rule 24e-2.
----------------------- --------------------------------------------------------- -----------------------------
November 5-15 Prepare each Company's Form N-SAR for the period ended SEI Funds Accounting
September 30.
----------------------- --------------------------------------------------------- -----------------------------
November 12 a) All materials due to SEI Legal for preparation of the SEI Funds Accounting,
draft agenda, etc. for the December Board Meeting. SEI Compliance Dept.,
SEI Portfolio Accounting
----------------------- --------------------------------------------------------- -----------------------------
November 15-21 Audited financials are provided to D&W for inclusion in SEI Funds Accounting
second draft of Post-Effective Amendment.
----------------------- --------------------------------------------------------- -----------------------------
July 1, 1997
----------------------- --------------------------------------------------------- -----------------------------
November 15 Signature pages for PEA filing distributed by D&W to SEI SEI Legal Dept.
Legal for execution.
----------------------- --------------------------------------------------------- -----------------------------
November 15 (or by File each Company's Rule 24f-2 Notice and related SEI Compliance Dept. and SEI
November 29) opinion with SEC. Legal (as to the Opinion)
----------------------- --------------------------------------------------------- -----------------------------
November 19 Circulate draft agenda and resolutions (including 15(c) SEI Legal Dept.
responses) for December Board Meeting (approx. 3 weeks
prior to meeting).
----------------------- --------------------------------------------------------- -----------------------------
November 25 Send to KPMG for their review final excise tax SEI Tax Dept.
distribution for capital gains and an estimate of
ordinary income for all portfolios except the equity
funds.
----------------------- --------------------------------------------------------- -----------------------------
November 26 Pre-call to discuss agenda items for December Board SEI Legal Dept. and SEI Funds
Meeting (approx. 2 weeks prior to meeting). Accounting
----------------------- --------------------------------------------------------- -----------------------------
November 29 a) Mail Annual Report to Shareholders for year ended a) SEI Funds Accounting/SEI
September 30. File copies with SEC and distribute copies Investor Services; SEI Legal
to KPMG, SEI Legal, D&W, FBNA, M&P and Board of Directors.
b) File each Company's Form N-SARs with SEC for year b) SEI Funds Accounting
ended September 30.
c) Notify shareholders as to what portions, if any, of c) SEI Funds Accounting
the distributions made by each Company during the prior
fiscal year (including any dividends paid pursuant to a
Section 855 election) were treated as dividends under
Section 852(b)(5), Section 853(c) and Section 854(b)(1)
and were capital gains dividends under Section
852(b)(3)(C) of the IRC. These notices may accompany the
Annual Report provided it is mailed by this date. The
preparation of the 60 day notice is the responsibility
of Fund Accounting and is reviewed by the Tax Dept.
----------------------- --------------------------------------------------------- -----------------------------
November 30 a) Send to KPMG for review final excise tax distribution a) SEI Tax Dept.
for capital gains and an estimate of ordinary income for
equity funds.
----------------------- --------------------------------------------------------- -----------------------------
December 2 Mail Board materials to Board of Directors and meeting SEI Legal Dept.
participants (approx. 1 week prior to meeting.)
----------------------- --------------------------------------------------------- -----------------------------
July 1, 1997
----------------------- --------------------------------------------------------- -----------------------------
December 15 ALL FUNDS, EXCEPT REIT FUND
a) Minnesota Form M-4 to be filed (request can be made SEI Tax Dept.
for an extension to July 15 by filing Form M-4E).
b) File Federal Form 7004 "Extension of Time to File
Federal Income Tax Return"(Form 1120-RIC).
----------------------- --------------------------------------------------------- -----------------------------
December 20 DECLARATION OF DIVIDENDS
a) Declaration of Ordinary Income Dividend, so that the a) SEI Funds Accounting
total calendar year distributions equal to (i) at least
98 percent of "ordinary income" of each Company for the
calendar year; and (ii) 98% of section 988 income for
one-year period ending October 31, of the current year;
and (iii) at least 98 percent of the excess of net
short-term capital gain over net long-term capital loss
for the one-year period ending on October 31 of the
current year.
b) Declaration of Capital Gains Dividend, so that the b) SEI Tax Dept.
total calendar year distributions equal to the greater
of (a) at least 98 percent of "net capital gain" for the
Companies for the one-year period ending on October 31
of the current year less the sum of (1) the amount of
any "net capital gain" for the prior fiscal year on
which such Company has paid corporate capital gains tax
in the current year and (2) any
"overdistribution/underdistribution" of the Fund's "net
capital gain" for Federal excise tax purposes in the
prior year or (b) 100% of the Section 855 distributions
required for the fiscal period ended September 30.
c) Record date for dividends noted in (a) and (b) must c) SEI Tax Dept.
be on or before December 31; payment date for both
dividends may be any date prior to February 1. Payment
must be accompanied by statements required by Rule
19(a)(1) of the Investment Company Act of 1940.
----------------------- --------------------------------------------------------- -----------------------------
OTHER ACTIONS
In addition to the actions summarized in the foregoing Exhibit, the following
actions must be taken from time to time by SEI:
1. SEI Legal Dept. must file copies of each Company's sales literature with
the NASD and in accordance with state blue sky laws.
2. SEI Legal Dept. is required to ensure that all blue sky requirements
(relative to sales of shares by the Fund and its registration and renewal
of registration in states) are satisfied.
3. When appropriate, each Company may file amendments to its registration
statement under Rule 24e2 registering additional shares with the SEC. The
number of shares to be so registered shall be determined by SEI Funds
Accounting.
4. The proper officers of each Company are required to make all necessary
filings with respect to the Fund's fidelity bond pursuant to Rule 17g-1 of
the Investment Company Act. The Fidelity Bond is filed with the SEC in Mid
March by SEI Legal Dept.
5. SEI will provide each Company's Board of Directors at each Board meeting
with such information as it may be required under the contracts, by law by
procedures and guidelines adopted by the Board or as may be requested by
the Board.
6. If any revisions to each Company's Rule 10f-3 procedures, Rule 17a-7
procedures, Rule 17e-1 procedures and custodial arrangements are to be
considered, SEI Legal will include them in the agenda for board approval.
7. As necessary, SEI mails proxy and regulatory shareholder mailings.
8. SEI delivers on an annual basis an outside auditor review (unqualified
opinion) of SEI Fund Accounting process (SAS 70).
July 1, 1997