AMENDMENT TO INVESTMENT SUB-ADVISORY AGREEMENT
Amendment dated as of July 1, 2003 to the Investment Sub-Advisory Agreement
between SEI Investments Management Corporation (the "Adviser") and Banc of
America Capital Management, LLC (the "Sub-Adviser") with respect to the SEI
Liquid Asset Trust's Treasury Securities, Prime Obligation, Government
Securities, Institutional Cash and Money Market Funds (each a "Fund," and
collectively the "Funds").
WITNESSETH:
WHEREAS, Adviser and Sub-Adviser have entered into an Investment
Sub-Advisory Agreement (the "Agreement") dated March 17, 2003, pursuant to which
the Sub-Adviser renders investment sub-advisory services to each Fund;
WHEREAS, Section 1(h) of the Agreement provides that (i) the Sub-Adviser
shall review all proxy solicitation materials and be responsible for voting and
handling all proxies in relation to the securities held as Assets in a Fund; and
(ii) the Adviser shall instruct the custodian and other parties providing
services to a Fund to promptly forward misdirected proxies to the Sub-Adviser;
WHEREAS, the Adviser and the Sub-Adviser desire to amend Section 1(h) of
the Agreement for the purpose of revising the duties and responsibilities of the
Adviser and Sub-Adviser with regard to reviewing proxy solicitation materials
and responsibility for voting and handling proxies in relation to the securities
held as Assets in a Fund; and
WHEREAS, the Adviser and Sub-Adviser also desire to amend certain
provisions of the Agreement to reflect amendments by the U.S. Securities and
Exchange Commission to Rules 10f-3, 12d3-1 and 17e-1 and adoption of new Rule
17a-10 under the Investment Company Act of 1940, as amended.
NOW THEREFORE, in consideration of the foregoing and the mutual covenants
herein contained, the parties hereby agree as follows:
Section 1(h) of the Agreement is amended and restated as follows:
(h) (i) Except under the circumstances set forth in subsection (ii),
the Sub-Adviser shall not be responsible for reviewing proxy
solicitation materials or voting and handling proxies in
relation to the securities held as Assets in a Fund. The
Sub-Adviser shall instruct the custodian and other parties
providing services to a Fund to promptly forward misdirected
proxies to the Adviser.
(ii) The Sub-Adviser hereby agrees that upon 60 days' written
notice from the Adviser, the Sub-Adviser shall assume
responsibility for reviewing proxy solicitation materials
and voting proxies in relation to the securities held as
Assets in a Fund. As of the time as the Sub-Adviser shall
assume such responsibilities with respect
to proxies under this sub-section (ii), the Adviser shall
instruct the custodian and other parties providing services
to a Fund to promptly forward misdirected proxies to the
Sub-Adviser.
The following paragraph is added to the Agreement as Section 1(i):
(i) In performance of its duties and obligations under this
Agreement, the Sub-Adviser shall not consult with any other
sub-adviser to a Fund or a sub-adviser to a portfolio that is
under common control with a Fund concerning the Assets, except
as permitted by the policies and procedures of a Fund. The
Sub-Adviser shall not provide investment advice to any assets
of a Fund other than the Assets.
Except as expressly superseded or modified by this Amendment, the terms and
provisions of the Agreement shall continue to apply with full force and effect.
IN WITNESS WHEREOF, the parties have caused this Amendment to be executed
by their officers designated below as of the day and year first written above.
SEI INVESTMENTS MANAGEMENT CORPORATION BANC OF AMERICA CAPITAL MANAGEMENT, LLC
By: /s/ Xxxx Xxxxxxxxx By: /s/ Xxxxxx X. Xxxxxx
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Name: Xxxx Xxxxxxxxx Name: Xxxxxx X. Xxxxxx
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Title: Senior Vice President Title: Managing Director
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