SEI LIQUID ASSET TRUST AMENDED AND RESTATED EXPENSE LIMITATION AGREEMENT
Exhibit 99.B(h)(3)
AMENDED AND RESTATED
This Agreement, is made as of the 23rd day of June, 2010 by and between SEI Liquid Asset Trust (the “Trust”), on behalf of the Prime Obligation Fund (the “Fund”), and SEI Investments Global Funds Services (the “Administrator”) and amends and restates in its entirety the Expense Limitation Agreement dated as of the 9th day of December, 2002 (as amended), among the parties hereto.
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 Administrator have entered into an amended and restated Administration and Transfer Agency Agreement dated December 10, 2003 (the “Administration Agreement”), pursuant to which the Administrator provides administrative and transfer agency services to the Fund for compensation based on the value of the average daily net assets of the Fund;
WHEREAS, the Administrator and/or its affiliates shall waive fees or reimburse expenses if necessary; and
WHEREAS, the Trust and the Administrator 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 Administrator and/or its affiliates agree that, to the extent that ordinary operating expenses incurred by the Fund in any fiscal year, including, but not limited to, fees of the Administrator and/or its affiliates (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, trustee fees, and other non-routine expenses or extraordinary expenses not incurred in the ordinary course of the Fund’s business), exceed an annual rate as specified in Schedule A, such excess amount will be reimbursed by the Administrator and/or its affiliates or the Administrator and/or its affiliates will waive their respective fees.
2. Term and Termination of Agreement.
This Agreement shall remain in effect, with respect to the Fund, until October 31, 2011 and, unless earlier terminated, shall be automatically renewed for successive one year periods thereafter. 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 administration 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 Administration Agreement or the 1940 Act, shall have the same meaning as and be resolved by reference to such Administration 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.
|
SEI Liquid Asset Trust, on behalf of the Prime Obligation Fund |
|
SEI Investments Global Funds Services | ||
|
|
|
| ||
|
By: |
/s/ Xxxxx X. Xxxxx |
|
By: |
/s/ Xxxxxxx X. Xxxxx |
|
|
|
| ||
|
Name: Xxxxx X. Xxxxx |
|
Name: Xxxxxxx X. Xxxxx | ||
|
|
|
| ||
|
Title: Vice President |
|
Title: Vice President | ||
SCHEDULE A
To the SEI Liquid Asset Trust
Amended and Restated Expense Limitation Agreement
Dated June 23, 2010
|
Prime Obligation Fund – Class A Shares |
|
0.44 |
% |
