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EXHIBIT 23(h)(5)
SUB-ADMINISTRATION AGREEMENT
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SUB-ADMINISTRATION AGREEMENT
AGREEMENT made this 9th day of December, 1999, between SEI
Investments Mutual Funds Services ("SEI"), a Delaware business trust, and
having its principal place of business at ▇▇▇▇, ▇▇ ▇▇▇▇▇, and City National
Bank ("Sub-Administrator"), a national banking association having its main
office at ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇.
WHEREAS, SEI has entered into an Administration Agreement, dated
April 1, 1999, as amended (the "Administration Agreement"), with CNI Charter
Funds ("CNI"), a Delaware business trust having its principal place of
business at ▇▇▇▇, ▇▇ ▇▇▇▇▇, concerning the provision of management and
administrative services for the investment portfolios of CNI identified on
Schedule A hereto, as such Schedule shall be amended from time to time
(individually referred to herein as the "Portfolio" and collectively as the
"Portfolios"); and
WHEREAS, SEI desires to retain the Sub-Administrator to assist it in
performing administrative services with respect to each Portfolio and the
Sub-Administrator is willing to perform such services on the terms and
conditions set forth in this Agreement;
NOW, THEREFORE, in consideration of the mutual premises and
covenants herein set forth, the parties agree as follows:
1. SERVICES AS SUB-ADMINISTRATOR. The Sub-Administrator will assist
SEI in providing administrative services with respect to each Portfolio as
may be reasonably requested by SEI from time to time. Such services may
include, but are in no way limited to, such clerical, bookkeeping,
accounting, stenographic, and administrative services which will enable SEI
to more efficiently perform its obligations under the Administration
Agreement. Specific assignments may include:
(i) With regard to the investment adviser to CNI, and at the
direction of SEI, to:
a. advise with regard to various compliance
requirements including but not limited to the
performance of credit analysis as required by
Rule 2a-7 under the Investment Company Act of
1940, as amended (the "1940 Act");
b. assist in the preparation of Trustees' compliance
reports;
c. assist in the resolution of other technical issues
of a non-compliance nature; and
d. serve as on-site liaison;
(ii) Gathering of information deemed necessary by SEI to support (a)
required state regulatory filings (including filings required
to be made with tax, blue sky and bank
agencies) and (b) required federal regulatory filings;
(iii) Preparation of statistical and research data;
(iv) Assistance in the preparation of CNI's Annual and Semi-Annual
Reports to Shareholders; and
(v) Assistance in the gathering of data from the investment advisor
to CNI for inclusion in SEI's periodic reports to the Trustees.
The Sub-Administrator will keep and maintain all books and records relating
to its services in accordance with Rule 31a-1 under the 1940 Act.
2. COMPENSATION; REIMBURSEMENT OF EXPENSES. SEI shall pay the
Sub-Administrator for the services to be provided by the Sub-Administrator
under this Agreement in accordance with, and in the manner set forth in,
Schedule A hereto.
3. EFFECTIVE DATE. This Agreement shall become effective with
respect to a Portfolio as of the date first written above (or, if a
particular Portfolio is not in existence on that date, on the date specified
in the amendment to Schedule A to this Agreement relating to such Portfolio
or, if no date is specified, the date on which such amendment is executed)
(the "Effective Date").
4. TERM. This Agreement shall become effective with respect to a
Portfolio, unless earlier terminated by either party hereto as provided
hereunder, until April 1, 2002, and thereafter shall be renewed automatically
for successive one-year term unless written notice not to renew is given by
the non-renewing party to the other party at least 60 days prior to the
expiration of the then-current term; provided, however, that after such
termination for so long as the Sub-Administrator, with the written consent of
SEI, in fact continues to perform any one or more of the services
contemplated by this Agreement or any schedule or exhibit hereto, the
provisions of this Agreement, including without limitation the provisions
dealing with indemnification, shall continue in full force and effect, and
further provided however, that this agreement shall terminate in any event
upon the termination of the Administration Agreement. Either party to this
Agreement may terminate such Agreement prior to the expiration of the initial
term set forth above by providing the other party with written notice of such
termination at least 60 days prior to the date upon which such termination
shall become effective. Compensation due the Sub-Administrator and unpaid by
SEI upon such termination shall be immediately due and payable upon and
notwithstanding such termination. The Sub-Administrator shall be entitled to
collect from SEI, in addition to the compensation described under paragraph 2
hereof, the amount of all the Sub-Administrator's cash disbursements for
services in connection with the Sub-Administrator's activities in effecting
such termination, including without limitation, the delivery to SEI, CNI,
and/or their respective designees of CNI's property, records, instruments and
documents, or any copies thereof. Subsequent to such termination for a
reasonable fee to be paid by SEI, the Sub-Administrator will provide SEI
and/or CNI with reasonable access to any CNI
documents or records remaining in its possession.
5. STANDARD OF CARE; RELIANCE ON RECORDS AND INSTRUCTIONS;
Indemnification. The Sub-Administrator shall use its best efforts to insure
the accuracy of all services performed under this Agreement, but shall not be
liable to SEI or CNI for any action taken or omitted by the Sub-Administrator
in the absence of bad faith, willful misfeasance, negligence or from reckless
disregard by it of its obligations and duties. SEI agrees to indemnify and
hold harmless the Sub-Administrator, its employees, agents, directors,
officers and nominees from and against any and all claims, demands, actions
and suits, whether groundless or otherwise, and from and against any and all
judgments, liabilities, losses, damages, costs, charges, counsel fees and
other expenses of every nature and character arising out of or in any way
relating to the Sub-Administrator's actions taken or nonactions with respect
to the performance of services under this Agreement with respect to a
Portfolio or based, if applicable, upon reasonable reliance on information,
records, instructions or requests with respect to such Portfolio given or
made to the Sub-Administrator by a duly authorized representative of SEI;
provided that this indemnification shall not apply to actions or omissions of
the Sub-Administrator in cases of its own bad faith, willful misfeasance,
negligence or from reckless disregard by it of its obligations and duties,
and further provided that prior to confessing any claim against it which may
be the subject of this indemnification, the Sub-Administrator shall give SEI
written notice of and reasonable opportunity to defend against said claim in
its own name or in the name of the Sub-Administrator.
6. RECORD RETENTION AND CONFIDENTIALITY. The Sub-Administrator
shall keep and maintain on behalf of CNI all books and records which CNI and
the Sub-Administrator are, or may be, required to keep and maintain in
connection with the services to be provided hereunder pursuant to any
applicable statutes, rules and regulations, including without limitation
Rules 31a-1 and 31a-2 under the 1940 Act. The Sub-Administrator further
agrees that all such books and records shall be the property of CNI and to
make such books and records available for inspection by CNI, by SEI, or by
the Securities and Exchange Commission at reasonable times and otherwise to
keep confidential all books and records and other information relative to CNI
and its shareholders; except when requested to divulge such information by
duly-constituted authorities or court process.
7. UNCONTROLLABLE EVENTS. The Sub-Administrator assumes no
responsibility hereunder, and shall not be liable, for any damage, loss of
data, delay or any other loss whatsoever caused by events beyond its
reasonable control.
8. RIGHTS OF OWNERSHIP. All computer programs and procedures
developed to perform the services to be provided by the Sub-Administrator
under this Agreement are the property of the Sub-Administrator. All records
and other data except such computer programs and procedures are the exclusive
property of CNI and all such other records and data will be furnished to SEI
and/or CNI in appropriate form as soon as practicable after termination of
this Agreement for any reason.
9. RETURN OF RECORDS. The Sub-Administrator may at its option at
any time, and shall promptly upon the demand of SEI and/or CNI, turn over to
SEI and/or CNI and cease to retain the Sub-Administrator's files, records and
documents created and maintained by the Sub-Administrator pursuant to this
Agreement which are no longer needed by the Sub-Administrator in the
performance of its services or for its legal protection. If not so turned
over to SEI and/or CNI, such documents and records will be retained by the
Sub-Administrator for six years from the year of creation. At the end of such
six-year period, such records and documents will be turned over to SEI and/or
CNI unless CNI authorizes in writing the destruction of such records and
documents.
10. REPRESENTATIONS OF SEI. SEI certifies to the Sub-Administrator
that this Agreement has been duly authorized by SEI and, when executed and
delivered by SEI, will constitute a legal, valid and binding obligation of
SEI, enforceable against SEI in accordance with its terms, subject to
bankruptcy, insolvency, reorganization, moratorium and other laws of general
application affecting the rights and remedies of creditors and secured
parties.
11. REPRESENTATIONS OF THE SUB-ADMINISTRATOR. The Sub-Administrator
represents and warrants that: (1) the various procedures and systems which
the Sub-Administrator has implemented with regard to safeguarding from loss
or damage attributable to fire, theft, or any other cause of the records and
other data of CNI and the Sub-Administrator's records, data, equipment
facilities and other property used in the performance of its obligations
hereunder are adequate and that it will make such changes therein from time
to time as are required for the secure performance of it obligations
hereunder, and (2) this Agreement has been duly authorized by the
Sub-Administrator and, when executed and delivered by the Sub-Administrator,
will constitute a legal, valid and binding obligation of the
Sub-Administrator, enforceable against the Sub-Administrator in accordance
with its terms, subject to bankruptcy, insolvency, reorganization, moratorium
and other laws of general application affecting the rights and remedies of
creditors and secured parties.
12. INSURANCE. The Sub-Administrator shall notify SEI should any of
its insurance coverage be cancelled or reduced. Such notification shall
include the date of change and the reasons therefor. The Sub-Administrator
shall notify SEI of any material claims against it with respect to services
performed under this Agreement, whether or not they may be covered by
insurance, and shall notify SEI from time to time as may be appropriate of
the total outstanding claims made by the Sub-Administrator under its
insurance coverage.
13. NOTICES. Any notice provided hereunder shall be sufficiently
given when sent by registered or certified mail to SEI at the following
address: ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇, ▇▇, and to the Sub-Administrator at
the following address: ________________, or at such other address as either
party may from time to time specify in writing to the other party pursuant to
this Section.
14. HEADINGS. Paragraph headings in this Agreement are included for
convenience only and are not to be used to construe or interpret this
Agreement.
15. ASSIGNMENT. This Agreement and the rights and duties hereunder
shall not be assignable with respect to a Portfolio by either of the parties
hereto except by the specific written consent of the other party and with the
specific written consent of CNI.
16. GOVERNING LAW. This Agreement shall be governed by and
provisions shall be construed in accordance with the laws of the State of
Delaware.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be duly executed all as of the day and year first above written.
[SEAL] SEI INVESTMENTS MUTUAL FUNDS
SERVICES
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
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Title: Vice President
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CITY NATIONAL BANK
By: /s/ ▇▇▇▇ ▇▇▇▇▇▇
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Title: Executive Vice President
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SCHEDULE A
TO THE SUB-ADMINISTRATION AGREEMENT
BETWEEN
SEI INVESTMENTS MUTUAL FUNDS SERVICES
AND
CITY NATIONAL BANK
Annual Rate of
Name of Portfolios: Compensation
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Government Money Market Fund 0.00%
California Tax-Exempt Money Market Fund 0.00%
Prime Money Market Fund 0.00%
Large Cap Growth Equity Fund 0.075%
Large Cap Value Equity Fund 0.075%
California Tax Exempt Bond Fund 0.075%
Corporate Bond Fund 0.075%
Government Bond Fund 0.075%
High Yield Bond Fund 0.075%
SCHEDULE A DATED JUNE 8, 2000
TO THE SUB-ADMINISTRATION AGREEMENT
DATED DECEMBER 9, 1999
BETWEEN
SEI INVESTMENTS MUTUAL FUNDS SERVICES
AND
CITY NATIONAL BANK
Annual Rate of
Name of Portfolios: Compensation
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Government Money Market Fund 0.00%
California Tax-Exempt Money Market Fund 0.00%
Prime Money Market Fund 0.00%
Large Cap Growth Equity Fund 0.075%
Large Cap Value Equity Fund 0.075%
California Tax Exempt Bond Fund 0.075%
Corporate Bond Fund 0.075%
Government Bond Fund 0.075%
High Yield Bond Fund 0.075%
Technology Growth Fund 0.075%