SEI INSTITUTIONAL INTERNATIONAL TRUST EXPENSE LIMITATION AGREEMENT
Exhibit 99.B(h)(7)
SEI INSTITUTIONAL INTERNATIONAL TRUST
This Agreement, dated as of March 1, 2010, by and between SEI Institutional International Trust (the “Trust”), on behalf of the International Fixed Income Fund (the “Fund”) and SEI Investments Management Corporation (the “Adviser”).
WHEREAS, the Trust is a Massachusetts business trust, and is registered as an open-end management company of the series type under the Investment Company Act of 1940, as amended (the “1940 Act”), and the Fund is a series of the Trust;
WHEREAS, the Trust and the Adviser have entered into an Investment Advisory Agreement dated December 16, 1994, as restated December 17, 2002 (the “Advisory Agreement”), pursuant to which the Adviser provides investment advisory services to the Fund for compensation based on the value of the average daily net assets of the Fund;
WHEREAS, in connection with a request by the Adviser to amend the Advisory Agreement to increase the contractual advisory fee for the Fund from an annual rate of 0.15% to an annual rate of 0.30% (the “Amendment”), the Adviser has agreed that, if the Amendment is approved by the Board of Trustees and shareholders, the Adviser and/or its affiliates shall waive fees or reimburse expenses if necessary; and
WHEREAS, the Trust and the Adviser have determined that it is appropriate and in the best interest of the Fund and its shareholders to maintain the expenses of the Fund at a level below the level to which the Fund may normally be subject.
NOW THEREFORE, the parties hereto agree as follows:
1. Expense Limitation.
Until such time as this Agreement is terminated in accordance with Section 2 of this Agreement, the Adviser agrees that, to the extent that ordinary operating expenses incurred by the Fund in any fiscal year, including, but not limited to, investment advisory fees of the Adviser (but excluding nonrecurring account fees, fees on portfolio transactions, such as exchange fees, dividends and interest on securities sold short, fees and expenses of pooled investment vehicles that are held by the Fund (i.e., “acquired fund fees and expenses “ as such term is used in Form N-1A), service fees, interest, taxes, brokerage commissions, other expenditures which are capitalized in accordance with generally accepted accounting principles, and other non-routine expenses or extraordinary expenses not incurred in the ordinary course of the Fund’s business), exceed an annual rate of 1.02%, such excess amount will be reimbursed by the Adviser and/or its affiliates or the Adviser and/or its affiliates will waive their respective fees.
2. Term and Termination of Agreement.
This Agreement shall be effective on the effective date of this Agreement and shall continue in effect until the later of (i) two years after the effective date of this Agreement, or (ii) January 31, 2012. The Agreement may be amended or terminated only with the consent of the Board of Trustees of the Trust.
3 Miscellaneous.
3.1. Interpretation. Nothing herein contained shall be deemed to require the Trust or the Fund to take any action contrary to the Trust’s Agreement and Declaration of Trust or By-Laws, or any applicable statutory or regulatory requirement to which it is subject or by which it is bound, or to relieve or deprive the Trust’s Board of Trustees of its responsibility for and control of the conduct of the affairs of the Trust or the Fund. The parties to this Agreement acknowledge and agree that all litigation arising hereunder, whether direct or indirect, and of any and every nature whatsoever shall be satisfied solely out of the assets of the Fund and that no Trustee, officer or holder of shares of beneficial interest of the Fund shall be personally liable for any of the foregoing liabilities.
3.2. Definitions. Any question of interpretation of any term or provision of this Agreement, including but not limited to the investment advisory fee, the computations of net asset values, and the allocation of expenses, having a counterpart in or otherwise derived from the terms and provisions of the Advisory Agreement or the 1940 Act, shall have the same meaning as and be resolved by reference to such Advisory Agreement or the 0000 Xxx.
3.3. Enforceability. Any term or provision of this Agreement which is invalid or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such invalidity or unenforceability without rendering invalid or unenforceable the remaining terms or provisions of this Agreement or affecting the validity or enforceability of any of the terms or provisions of this Agreement in any other jurisdiction.
IN WITNESS WHEREOF, the parties have caused this Agreement to be signed by their respective officers thereunto duly authorized.
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SEI Institutional International Trust, on behalf of the Fund |
SEI Investments Management Corporation | |||
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By: |
/s/ Xxxxx XxXxxx |
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By: |
/s/ Xxxxx Xxxxx |
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Name: Xxxxx Xxxxx | ||||
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Title: Vice President |
Title: Vice President | |||
