INTERIM
INVESTMENT ADVISORY AGREEMENT
SEI LIQUID ASSET TRUST
AGREEMENT made this 18th day of October, 2002, by and between SEI
Liquid Asset Trust, a Massachusetts business trust (the "Trust"), and SEI
Investments Management Corporation, (the "Adviser").
WHEREAS, the Trust is an open-end management investment company
registered under the Investment Company Act of 1940, as amended (the "1940
Act"), consisting of several portfolios, each having its own investment
policies; and
WHEREAS, the Trust desires to retain the Adviser to render investment
management services with respect to its portfolios, as listed on attached
Schedule A, (each a "Fund" and, collectively, the "Funds"), and the Adviser is
willing to render such services:
NOW, THEREFORE, in consideration of mutual covenants herein contained,
the parties hereto agree as follows:
1. DUTIES OF THE ADVISER. The Trust employs the Adviser to manage the
investment and reinvestment of the assets, to hire (subject to the
approval of the Trust's Board of Trustees and, except as otherwise
permitted under the terms of any exemptive relief obtained by the
Adviser from the U.S. Securities and Exchange Commission (the "SEC"),
or by rule or regulation, a majority of the outstanding voting
securities of any affected Fund(s)) and thereafter supervise the
investment activities of one or more sub-advisers deemed necessary to
carry out the investment program of any Funds of the Trust, and to
continuously review, supervise and (where appropriate) administer the
investment program of the Funds, to determine in its discretion (where
appropriate) the securities to be purchased or sold, to provide the
Trust's administrator (the "Administrator") and the Trust with records
concerning the Adviser's activities which the Trust is required to
maintain, and to render regular reports to the Administrator and to the
Trust's officers and Trustees concerning the Adviser's discharge of the
foregoing responsibilities. The retention of a sub-adviser by the
Adviser shall not relieve the Adviser of its responsibilities under
this Agreement.
The Adviser shall discharge the foregoing responsibilities subject to
the control of the Board of Trustees of the Trust and in compliance
with such policies as the Trustees may from time to time establish, and
in compliance with the objectives, policies, and limitations for each
such Fund set forth in the Trust's prospectus and statement of
additional information, as amended from time to time (referred to
collectively as the "Prospectus"), and applicable laws and regulations.
The Trust will furnish the Adviser from time to time with copies of all
amendments or supplements to the Prospectus, if any.
The Adviser accepts such employment and agrees, at its own expense, to
render the services and to provide the office space, furnishings and
equipment and the personnel (including any sub-advisers) required by it
to perform the services on the terms and for the compensation provided
herein. The Adviser will not, however, pay for the cost of securities,
commodities, and other investments (including brokerage commissions and
other transaction charges, if any) purchased or sold for the Trust.
2. DELIVERY OF DOCUMENTS. The Trust has furnished the Adviser with copies
properly certified or authenticated of each of the following:
(a) The Trust's Agreement and Declaration of Trust, as filed with
the Secretary of State of the Commonwealth of Massachusetts
(such Agreement and Declaration of Trust, as presently in
effect and as it shall from time to time be amended, is herein
called the "Declaration of Trust");
(b) By-Laws of the Trust (such By-Laws, as in effect on the date
of this Agreement and as amended from time to time, are herein
called the "By-Laws");
(c) Prospectus(es) of the Fund(s).
3. OTHER COVENANTS. The Adviser agrees that it:
(a) will comply with all applicable rules and regulations of the
SEC and will in addition conduct its activities under this
Agreement in accordance with other applicable law;
(b) will place orders pursuant to its investment determinations
for the Funds either directly with the issuer or with any
broker or dealer. In executing portfolio transactions and
selecting brokers or dealers, the Adviser will use its best
efforts to seek on behalf of the Fund the best overall terms
available. In assessing the best overall terms available for
any transaction, the Adviser shall consider all factors that
it deems relevant, including the breadth of the market in the
security, the price of the security, the financial condition
and execution capability of the broker or dealer, and the
reasonableness of the commission, if any, both for the
specific transaction and on a continuing basis. In evaluating
the best overall terms available, and in selecting the
broker-dealer to execute a particular transaction, the Adviser
may also consider the brokerage and research services (as
those terms are defined in Section 28(e) of the Securities
Exchange Act of 1934) provided to the Fund and/or other
accounts over which the Adviser or an affiliate of the Adviser
may exercise investment discretion. The Adviser is authorized,
subject to the prior approval of the Trust's Board of
Trustees, to pay to a broker or dealer who provides such
brokerage and research services a commission for executing a
portfolio transaction for
any of the Funds which is in excess of the amount of
commission another broker or dealer would have charged for
effecting that transaction if, but only if, the Adviser
determines in good faith that such commission was reasonable
in relation to the value of the brokerage and research
services provided by such broker or dealer viewed in terms of
that particular transaction or terms of the overall
responsibilities of the Adviser to the Fund. In addition, the
Adviser if authorized to allocate purchase and sale orders for
portfolio securities to brokers or dealers (including brokers
and dealers that are affiliated with the Adviser or the
Trust's principal underwriter) to take into account the sale
of shares of the Trust if the Adviser believes that the
quality of the transaction and the commission are comparable
to what they would be with other qualified firms. In no
instance, however, will any Fund's securities be purchased
from or sold to the Adviser, any sub-adviser engaged with
respect to that Fund, the Trust's principal underwriter, or
any affiliated person of either the Trust, the Adviser, and
sub-adviser or the principal underwriter, acting as principal
in the transaction, except to the extent permitted by the SEC
and the 1940 Act.
4. COMPENSATION OF THE ADVISER. For the services to be rendered by the
Adviser as provided in Sections 1 and 2 of this Agreement, the Trust
shall pay to the Adviser compensation at the rate(s) specified in the
Schedule(s) which are attached hereto and made a part of this
Agreement. Such compensation shall be paid to the Adviser at the end of
each month, and calculated by applying a daily rate, based on the
annual percentage rates as specified in the attached Schedule(s), to
the assets of a Fund. The fee shall be based on the average daily net
assets for the month involved. The Adviser may, in its discretion and
from time to time, waive a portion of its fee.
All rights of compensation under this Agreement for services performed
as of the termination date shall survive the termination of this
Agreement.
5. EXCESS EXPENSES. If the expenses for any Fund for any fiscal year
(including fees and other amounts payable to the Adviser, but excluding
interest, taxes, brokerage costs, litigation, and other extraordinary
costs) as calculated every business day would exceed the expense
limitations imposed on investment companies by any applicable statute
or regulatory authority of any jurisdiction in which Shares are
qualified for offer and sale, the Adviser shall bear such excess cost.
However, the Adviser will not bear expenses of the Trust or any Fund
which would result in the Trust's inability to qualify as a regulated
investment company under provisions of the Internal Revenue Code.
Payment of expenses by the Adviser pursuant to this Section 5 shall be
settled on a monthly basis (subject to fiscal year end reconciliation)
by a waiver of the Adviser's fees provided for hereunder, and such
waiver shall be treated as a reduction in the purchase price of the
Adviser's services.
6. REPORTS. The Trust and the Adviser agree to furnish to each other, if
applicable, current prospectuses, proxy statements, reports to
shareholders, certified copies of their financial statements, and such
other information with regard to their affairs as each may reasonably
request. The Adviser further agrees to furnish to the Trust, if
applicable, the same such documents and information pertaining to any
sub-adviser as the Trust may reasonably request.
7. STATUS OF THE ADVISER. The services of the Adviser to the Trust are not
to be deemed exclusive, and the Adviser shall be free to render similar
services to others so long as its services to the Trust are not
impaired thereby. The Adviser shall be deemed to be an independent
contractor and shall, unless otherwise expressly provided or
authorized, have no authority to act for or represent the Trust in any
way or otherwise be deemed an agent of the Trust. To the extent that
the purchase or sale of securities or other investments of any issuer
may be deemed by the Adviser to be suitable for two or more accounts
managed by the Adviser, the available securities or investments may be
allocated in a manner believed by the Adviser to be equitable to each
account. It is recognized that in some cases this may adversely affect
the price paid or received by the Trust or the size or position
obtainable for or disposed by the Trust or any Fund.
8. CERTAIN RECORDS. Any records required to be maintained and preserved
pursuant to the provisions of Rule 31a-1 and Rule 31a-2 promulgated
under the 1940 Act which are prepared or maintained by the Adviser (or
any sub-adviser) on behalf of the Trust are the property of the Trust
and will be surrendered promptly to the Trust on request. The Adviser
further agrees to preserve for the periods prescribed in Rule 31a-2
under the 1940 Act the records required to be maintained under Rule
31a-1 under the 1940 Act.
9. LIMITATION OF LIABILITY OF THE ADVISER. The duties of the Adviser shall
be confined to those expressly set forth herein, and no implied duties
are assumed by or may be asserted against the Adviser hereunder. The
Adviser 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 gross 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 state and Federal law which cannot be
waived or modified hereby. (As used in this Section 9, the term
"Adviser" shall include directors, officers, employees and other
corporate agents of the Adviser as well as that corporation itself).
10. PERMISSIBLE INTERESTS. Trustees, agents, and shareholders of the Trust
are or may be interested in the Adviser (or any successor thereof) as
directors, partners, officers, or shareholders, or otherwise;
directors, partners, officers, agents, and shareholders of the Adviser
are or may be interested in the Trust as Trustees, officers,
shareholders or otherwise; and the Adviser (or any successor) is or may
be interested in the Trust as a shareholder or otherwise subject to the
provisions of applicable law. All such interests shall be fully
disclosed between the parties on an ongoing basis and in the Trust's
Prospectus as required by law. In addition, brokerage transactions for
the Funds may be effected through affiliates of the Adviser or any
sub-adviser if approved by the Board of Trustees, subject to the rules
and regulations of the Securities and Exchange Commission.
11. DURATION AND TERMINATION. This Agreement shall become effective upon
approval by the Trust's Board of Trustees and its execution by the
parties hereto.
This Agreement shall continue until the earlier of its termination in
accordance with the provisions herein or 150 days from the date of this
Agreement.
This Agreement may be terminated at any time, without the payment of
any penalty, by vote of a majority of the Trustees of the Funds or by a
vote of a majority of the outstanding voting securities of the Funds on
not more than 10 calendar days' written notice to the Adviser.
As used in this Section 11, the terms "assignment," "interested
persons," and a "vote of a majority of the outstanding voting
securities" shall have the respective meanings set forth in the 1940
Act and the rules and regulations thereunder, subject to such
exemptions as may be granted by the SEC.
12. GOVERNING LAW. This Agreement shall be governed by the internal laws of
the Commonwealth of Massachusetts, without regard to conflict of law
principles; provided, however that nothing herein shall be construed as
being inconsistent with the 1940 Act.
13. NOTICE: Any notice, advice or report to be given pursuant to this
Agreement shall be deemed sufficient if delivered or mailed by
registered, certified or overnight mail, postage prepaid addressed by
the party giving notice to the other party at the last address
furnished by the other party:
To the Adviser at: SEI Investments Management Corporation
0 Xxxxxxx Xxxxxx Xxxxx
Xxxx, XX 00000
Attn: Legal Department
To the Trust at: SEI Liquid Asset Trust
c/o SEI Investments
0 Xxxxxxx Xxxxxx Xxxxx
Xxxx, XX 00000
Attn: Legal Department
14. SEVERABILITY. If any provision of this Agreement shall be held or made
invalid by a court decision, statute, rule or otherwise, the remainder
of this Agreement shall not be affected thereby.
15. ENTIRE AGREEMENT. This Agreement embodies the entire agreement and
understanding between the parties hereto, and supersedes all prior
agreements and understandings relating to this Agreement's subject
matter. This Agreement may be executed in any number of counterparts,
each of which shall be deemed to be an original, but such counterparts
shall, together, constitute only one instrument.
A copy of the Declaration of Trust of the Trust is on file with the
Secretary of State of the Commonwealth of Massachusetts, and notice is
hereby given that this instrument is executed on behalf of the Trustees
of the Trust as Trustees, and is not binding upon any of the Trustees,
officers, or shareholders of the Trust individually but binding only
upon the assets and property of the Trust.
No Fund of the Trust shall be liable for the obligations of any other
Fund of the Trust. Without limiting the generality of the foregoing,
the Adviser shall look only to the assets of a particular Fund for
payment of fees for services rendered to that Fund.
Where the effect of a requirement of the 1940 Act reflected in any
provision of this Agreement is altered by a rule, regulation or order
of the SEC, whether of special or general application, such provision
shall be deemed to incorporate the effect of such rule, regulation or
order.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed as of the day and year first written above.
SEI Liquid Asset Trust SEI Investments Management Corporation
By: /s/Xxxxxxx X. Xxxxx By: /s/Xxxx Xxxxxxxxx
------------------------------ ---------------------------
Attest: /s/Xxxxxxxxxx Xxxxxx Attest: /s/Xxxxxxxxxx Xxxxxx
-------------------------- -----------------------
SCHEDULE A
TO THE INTERIM INVESTMENT ADVISORY AGREEMENT
BETWEEN
SEI LIQUID ASSET TRUST
AND
SEI INVESTMENTS MANAGEMENT CORPORATION
Money Market Fund
Prime Obligation Fund
Treasury Securities Fund
Government Securities Fund
Institutional Cash Fund
SCHEDULE B
TO THE INTERIM INVESTMENT ADVISORY AGREEMENT
BETWEEN
SEI LIQUID ASSET TRUST
AND
SEI INVESTMENTS MANAGEMENT CORPORATION
AS OF OCTOBER 18, 2002
Pursuant to Article 4, the Trust shall pay the Adviser compensation at an annual
rate as follows:
0.075% on the first $500 million of assets and 0.02% on the assets in excess of
$500 million. The fee will be calculated based on the combined assets of the
Funds managed by the Adviser.
FUNDS:
Money Market Fund
Prime Obligation Fund
Treasury Securities Fund
Government Securities Fund
Institutional Cash Fund
AGREED AND ACCEPTED:
SEI Liquid Asset Trust SEI Investments Management Corporation
By: /s/Xxxxxxx X. Xxxxx By: /s/Xxxx Xxxxxxxxx
------------------------------ ---------------------------
Attest: /s/Xxxxxxxxxx Xxxxxx Attest: /s/Xxxxxxxxxx Xxxxxx
-------------------------- -----------------------
