MANAGEMENT AGREEMENT
SEI WEALTH MANAGEMENT TRUST
THIS AGREEMENT, made this 30th day of August, 1988 by and between SEI
Wealth Management Trust, a Massachusetts business trust (the "Trust"), and SEI
Financial Management Corporation, a Delaware Corporation, (the "Manager").
WHEREAS, the Trust is a diversified open-end management investment company
registered under the Investment Company Act of 1940, as amended (the "1940
Act"); and
WHEREAS, the Manager is willing to provide (or oversee the performance of
others who will provide) management, administrative, transfer agent and
unitholder servicing services to the Trust's Value Portfolio, Government
Portfolio, Fixed Income Portfolio, International Portfolio, and such other
portfolios as the Trust and the Manager may agree on (collectively,
"Portfolios"), on the terms and conditions hereinafter set forth;
NOW, THEREFORE, in consideration of the mutual covenants herein contained,
the Trust and the Manager hereby agree as follows:
ARTICLE 1. RETENTION OF THE MANAGER. The Trust hereby retains the
Manager to act as the Manager and Unitholder Servicing Agent of the
Portfolios and to furnish the Portfolios with the management, administrative,
transfer agent and unitholder servicing services as set forth below. The
Manager hereby accepts such employment to perform the duties set forth below.
The Manager shall, for all purposes herein, be deemed to be an independent
contractor and, unless otherwise expressly provided or authorized, shall have
no authority to act for or represent the Trust in any way and shall not be
deemed an agent of the Trust. All of the Manager's duties shall be subject
always to the objectives, policies and restrictions contained in the Trust's
current registration statement under the 1940 Act, to the Trust's Declaration
of Trust and By-Laws, to the provisions of the 1940 Act, and to any other
guidelines that may be established by the Trust's Trustees. The Manager
shall calculate the daily net asset value of the Portfolios in accordance
with the procedures prescribed in the Trust's Registration Statement and such
other procedures as may be established by the Trustees of the Trust.
ARTICLE 2. EVALUATION SERVICES. The Manager shall oversee and monitor
the performance of the Portfolios' investment adviser and shall furnish to
the Trust such information, evaluations, analyses and opinions regarding said
performance as the Trustees may, from time to time, reasonably request;
provided, however, that the Manager shall have no authority to make and shall
not make investment decisions for the Portfolios nor furnish any advice with
respect to the desirability of making such investment decisions.
ARTICLE 3. TRANSFER AGENT SERVICES. The Manager will act as Transfer
Agent for the Portfolios and, as such will record in an account (the
"Account") the total number of units of beneficial interest ("Units") of each
Portfolio issued and outstanding from time to time and will maintain Unit
transfer records in which it will note the names and registered addresses of
Unitholders, and the number of Units from time to time owned by each of them.
Each Manager is authorized to set up
accounts and record transactions in the accounts on the basis of instructions
received from Unitholders when accompanied by remittance in appropriate amount
as provided in the Trust's then current prospectus. The Trust will not issue
certificates representing its Units. Whenever Units are purchased or issued,
the Manager shall credit the Account with the appropriate Units issued, and
credit the proper number of Units to the appropriate Unitholder. Likewise,
whenever the Manager has occasion to redeem Units owned by a Unitholder, the
Trust authorizes the Manager to process the transaction by making appropriate
entries in its Unit transfer records and debits the Account.
Upon receipt by the Trust's Wire Agent (currently the United States
National Bank of Oregon) on behalf of the Manager of funds through the Federal
Reserve wire system or conversion into Federal funds of funds transmitted by
other means, for the purchase of Units in accordance with the Trust's then
current prospectus, the Manager shall notify the Trust of such deposits on a
daily basis. The Manager shall credit the Unitholder's account with the number
of units purchased according to the price of the Units in effect for such
purchases determined in the manner set forth in the Trust's then current
prospectus. The Manager shall process each order for the redemption of Units
from or on behalf of a Unitholder, and shall cause cash proceeds to be wired in
Federal funds. The requirements as to instruments of transfer and other
documentation, the applicable redemption price and the time of payment shall be
as provided in the then current prospectus, subject to such supplemental
requirements consistent with such prospectus as may be established by mutual
agreement between the Trust and Manager. If the Manager or the Trust determines
that a request for redemption does not comply with the requirements for
redemption, the Manager shall promptly so notify the unitholder, together with
the reason therefore, and shall effect such redemption at the price next
determined after receipt of documents complying with said standards. On each
day that the Trust's custodian banks and the New Stock Exchange are open for
business ("Business Day"), the Manager shall notify the Custodian of the amount
of cash or other assets required to meet payments made pursuant to the
provisions of this paragraph, and the Trust shall instruct the Custodian to make
available from time to time sufficient funds or other assets therefor. The
authority of the Manager to perform its responsibilities under this paragraph
shall be suspended upon receipt by it of notification from the Securities and
Exchange Commission or the Trustees of the suspension of the determination of
the Trust's net asset value.
In registering transfers, the Manager may rely upon the opinion of counsel
in not requiring complete documentation, in registering transfers without
inquiry into adverse claims, in delaying registration for purposes of such
inquiry, or in refusing registration where in its judgment an adverse claim
requires such refusal.
The Trust warrants that it has or shall deliver to the Manager, as transfer
agent:
(a) a copy of the Declaration of Trust of the Trust, incorporating all
amendments thereto, certified by the Secretary or Assistant Secretary of the
Trust;
(b) an opinion of counsel to the Trust with respect to (i) the legality
and continuing existence of the Trust, (ii) the legality of its outstanding
Units of beneficial interest, and (iii) the number
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of Units authorized for issuance and that upon issuance they will be validly
issued and nonassessable; and
(c) the Trust's Secretary's or Assistant Secretary's certificate as to the
authorized outstanding Units of the Trust, its address to which notices may be
sent, the names and specimen signatures of its officers who are authorized to
sign instructions or requests to the Manager on behalf of the Trust. In the
event of any future amendment or change in respect of any of the foregoing,
prompt written notification of such change shall be given by the Trust to the
Manager, together with copies of all relevant resolutions, instruments or other
documents, specimen signatures, certificates, opinions or the like as the
Manager may deem necessary or appropriate.
ARTICLE 4. DIVIDEND DISBURSING AGENT. The Manager shall act as Dividend
Disbursing Agent for the Trust and, as such, in accordance with the
provisions of the Trust's Declaration of Trust and then current prospectus,
shall prepare and wire or credit income and capital gains distributions to
Unitholders. The Trust agrees that it shall promptly inform the Manager of
the declaration of any dividend or distribution of its Units, and that on or
before the payment date of a distribution, it shall instruct the Custodian to
make available, at the instruction of the Dividend Disbursing Agent,
sufficient funds for the cash amount to be paid out. If a Unitholder is
entitled to receive additional Units by virtue of any such distribution or
dividend, appropriate credits will be made to the Unitholder's account.
ARTICLE 5. OTHER ADMINISTRATIVE SERVICES. In addition to the services
described above, the Manager shall perform, or supervise the performance by
others, of other administrative services in connection with the operations of
the Portfolios, and, on behalf of the Trust, will investigate, assist in the
selection of and conduct relations with custodians, depositories,
accountants, underwriters, brokers and dealers, corporate fiduciaries,
insurers, banks and persons in any other capacity deemed to be necessary or
desirable for the Portfolios' operation. The Manager shall provide the Trust
with regulatory reporting and related bookkeeping services, all necessary
office space, equipment, personnel compensation and facilities (including
facilities for Unitholders' and Trustees' meetings) for handling the affairs
of the Portfolios and such other services as the Manager shall, from time to
time, determine to be necessary to perform its obligations under this
Agreement. The Manager shall make reports to the Trust's Trustees concerning
the performance of its obligations hereunder; furnish advice and
recommendations with respect to other aspects of the business and affairs of
the Portfolios as the Trust shall determine desirable; and shall provide the
Portfolios' Unitholders with the reports described in the Trust's current
prospectus. Also, the Manager will perform other services for the Trust as
agreed to from time to time, including, but not limited to, preparation and
mailing of appropriate federal income tax forms; mailing the annual reports
of the Trust; preparing an annual list of Unitholders; furnishing the Trust
with such reports regarding the sale and redemption of Units as may be
required in order to comply with federal and state securities laws; and
mailing notices of Unitholders' meetings, proxies and proxy statements, for
all of which the Trust will pay the Manager's out-of-pocket expenses.
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ARTICLE 6. ALLOCATION OF CHARGES AND EXPENSES.
(A) THE MANAGER. The Manager shall furnish at its own expense the
executive, supervisory and clerical personnel necessary to perform its
obligations under this Agreement. The Manager shall also provide the items
which it is obligated to provide under this Agreement, and shall pay all
compensation, if any, of officers of the Trust as well as all Trustees of the
Trust who are affiliated persons of the Manger or any affiliated corporation;
provided, however, that unless otherwise specifically provided, the Manager
shall not be obligated to pay the compensation of any employee of the Manager
retained by the Trustees of the Trust to perform services on behalf of the
Trust. The Manager shall pay the costs of custodial services.
(B) THE TRUST. The Trust assumes and shall pay or cause to be paid all
other expenses of the Trust not otherwise allocated herein, including, without
limitation, taxes, expenses for legal and auditing services, the expenses of
preparing (including typesetting), printing and mailing reports, prospectuses,
statements of additional information proxy solicitation material and notices to
existing Unitholders, all expenses incurred in connection with the issuing and
redeeming Trust Units, the cost of initial and ongoing registration of the
Trust's Units under federal and state securities laws, fees and out-of-pocket
expenses of Trustees who are not affiliated persons of the Manger or any
affiliated corporation, insurance, interest, brokerage costs, litigation and
other extraordinary or nonrecurring expenses, and all fees and charges of
investment advisers to the Trust.
ARTICLE 7. COMPENSATION OF THE MANAGER.
(A) MANAGEMENT FEE. For the services to be rendered, the facilities
furnished and the expenses assumed by the Manager pursuant to this Agreement,
the Trust shall pay to the Manager compensation at an annual rate specified in
the Schedules which are attached hereto and made a part of this Agreement
("Schedules"). Such compensation shall be calculated and accrued daily, and
paid to the Manager monthly (subject to any expenses to be borne by the Manager
under Article 7(B) herein). If this Agreement becomes effective subsequent to
the first day of a month or terminates before the last day of a month, the
Manager's compensation for that part of the month in which this Agreement is in
effect shall be prorated in a manner consistent with the calculation of the fees
as set forth above. Payment of the Manager's compensation for the preceding
month shall be made promptly after completion of the computations by
paragraph (B) of this Article 7.
(B) EXCESS EXPENSES. If the expenses of any Portfolio for any fiscal year
(including fees and other amounts payable to the Manager, 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 Units are qualified for offer and sale, the Manager shall
bear such excess cost. However, the Manager will not bear expenses of the Trust
or any Portfolio thereof to an extent 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 Manager pursuant to this
Article 7(B) shall be settled on a monthly basis (subject to fiscal year end
reconciliation) by a reduction in the fee payable
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to Manager for such month pursuant to Article 7(A) above and, if such reduction
shall be insufficient to offset such expenses, by reimbursing the Trust.
(C) COMPENSATION FROM TRANSACTIONS. The Trust hereby authorizes any
entity or person associated with the Manager which is a member of a national
securities exchange to effect any transaction on the exchange for the account of
the Trust which is permitted by Section 11(a) of the Securities Exchange Act of
1934 and Rule 11a2-2(T) thereunder, and the Trust hereby consents to the
retention of compensation for such transactions in accordance with
Rule 11a2-2(T)(a)(2)(iv).
(D) SURVIVAL OF COMPENSATION RATES. All rights of compensation under this
Agreement shall survive the termination of this Agreement.
ARTICLE 8. LIMITATION OF LIABILITY OF THE MANAGER. The duties of the
Manager shall be confined to those expressly set forth herein, and no implied
duties are assumed by or may be asserted against the Manager hereunder. The
Manager 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
willful misfeasance, bad faith or gross negligence in the performance of its
duties hereunder, except as may otherwise be provided under provisions of
applicable state law which cannot be waived or modified hereby. (As used in
this Article 8, the term "Manager" shall include directors, officers and
employees and other corporate agents of the Manger as well as that
corporation itself.) So long as the Manger acts in good faith and with due
diligence and without gross negligence, the Trust assumes full responsibility
and shall indemnify the Manager and hold it harmless from and against any and
all actions, suits and claims, whether groundless or otherwise, and from and
against any and all losses, damages, costs, charges, reasonable counsel fees,
and disbursements, payments, expenses, and liabilities (including reasonable
investigation expenses) arising directly or indirectly out of said management
and transfer, dividend disbursing and unitholder servicing agency
relationship to the Trust or any other service rendered to the Trust
hereunder. The indemnity and defense provisions set forth herein shall
indefinitely survive the termination of this Agreement. The rights hereunder
shall include the right to reasonable advances of defense expenses in the
event of any pending or threatened litigation with respect to which
indemnification hereunder may ultimately be merited. In order that the
indemnification provision contained herein shall apply, however, it is
understood that if in any cast eh Trust may be asked to indemnify or hold the
Manager harmless, the Trust shall be fully and promptly advised of all
pertinent facts concerning the situation in question, and it is further
understood that the Manger will use all reasonable care to identify and
notify the Trust promptly concerning any situation which presents or appears
likely to present the probability of such a claim for indemnification against
the Trust, but failure to do so in good faith shall not affect the rights
thereunder.
The Manager may apply to the Trust at any time for instructions and may
consult counsel for the Trust or its own counsel and with accountants and other
experts with respect to any matter arising in connection with the Manager's
duties, and the Manager shall not be liable or accountable for any action taken
or omitted by it in good faith in accordance with such instruction or with the
opinion of such counsel, accountants or other experts. Also, the Manager shall
be protected in acting upon any document which it reasonably believes to be
genuine and to have been signed by the proper person
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or persons. Nor shall the Manager be held to have notice of any change of
authority of any officer, employee or agent of the Trust until receipt of
written notice thereof from the Trust.
ARTICLE 9. ACTIVITIES OF THE MANAGER. The services of the Manager
rendered to the Trust are not to be deemed to be exclusive. The Manager is
free to render such services to others and to have other businesses and
interests. It is understood that Trustees, officers, employees and
Unitholders of the Trust are or may be or become interested in the Manager,
as directors, officers, employees and shareholders or otherwise, and that
directors, officers, employees and shareholders of the Manager and its
counsel are or may be or become similarly interested in the Trust, and that
the Manager may be or become interested in the Trust as a Unitholder or
otherwise.
ARTICLE 10. DURATION AND TERMINATION OF THIS AGREEMENT. This Agreement,
unless terminated sooner as provided herein, shall remain in effect for two
years after the date of the Agreement and shall continue in effect for
successive periods of one year if such continuance is specifically approved
at least annually (i) by the Trustees of the Trust and (ii) by the vote of a
majority of the Trustees of the Trust who are not parties to this Agreement
or interested persons of any such party, cast in person at a Board of
Trustees meeting called for the purpose of voting on such approval. This
Agreement may be terminated at any time and without penalty by the Trustees
of the Trust or by the Manager on not less than thirty (30) days nor more
than sixty (60) days written notice to the other party hereto. Any notice
under this Agreement shall be given in writing, addressed and delivered, or
mailed postpaid, to the other party at the designated mailing address of such
party.
This Agreement shall not be assignable by either party without the written
consent of the other party.
ARTICLE 11. AMENDMENTS. This Agreement may be amended by the parties
hereto only if such amendment is specifically approved (i) by the vote of a
majority of the Trustees of the Trust, and (ii) by the vote of a majority of
the Trustees of the Trust who are not parties to this Agreement or interested
persons of any such party, cast in person at a Board of Trustees meeting
called for the purpose of voting on such approval. For special cases, the
parties hereto may amend such procedures set forth herein as may be
appropriate or practical under the circumstances, and the Manager may
conclusively assume that any special procedure which has been approved by the
Trust does not conflict with or violate any requirements of its Declaration
of Trust, By-Laws or prospectus, or any rule, regulation or requirement of
any regulatory body.
ARTICLE 12. TRUSTEES' LIABILITY. 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 not individually and that
the obligations of this instrument are not binding upon any of the Trustees,
officers or Unitholders of the Trust Individually, but binding only upon the
assets and property of the Trust.
ARTICLE 13. CERTAIN RECORDS. The Manager shall maintain customary
records in connection with its duties as specified in this Agreement. Any
records required to be maintained and
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preserved pursuant to Rules 31a-1 and 31a-2 under the 1940 Act which are
prepared or maintained by the Manger on behalf of the Trust shall be prepared
and maintained at the expense of the Manager, but shall be the property of the
Trust and will be made available to or surrendered promptly to the Trust on
request. In case of any request or demand for the inspection of such records by
another party, the Manager shall notify the Trust and follow the Trust's
instructions as to permitting or refusing such inspection; provided that the
Manager may exhibit such records to any person in any case where it is advised
by its counsel that it may be held liable for failure to do so, unless (in cases
involving potential exposure only to civil liability) the Trust has agreed to
indemnify the manager against such liability.
ARTICLE 14. DEFINITIONS OF CERTAIN TERMS. The terms "interested person"
and "affiliated person", when used in this Agreement, shall have the
respective meanings specified in the 1940 Act and the rules and regulations
thereunder, subject to such exemptions as may be granted by the Securities
and Exchange Commission.
ARTICLE 15. GOVERNING LAW. This Agreement shall be construed in
accordance with the laws of the Commonwealth of Massachusetts and the
applicable provisions of the 1940 Act. To the extent that the applicable
laws of the Commonwealth of Massachusetts, or any of the provisions herein,
conflict with the applicable provisions of the 1940 Act, the latter shall
control.
ARTICLE 16. MULTIPLE ORIGINALS This Agreement may be executed in two
or more counterparts, each of which when so executed shall be deemed to be an
original, but such counterparts shall together constitute but one and the
same instrument.
IN WITNESS WHEREOF, SEI Wealth Management Trust and SEI Financial
Management Corporation have caused this Agreement to be executed and delivered
by each of their respective officers as of the day and year first above written.
SEI WEALTH MANAGEMENT TRUST
By: /s/ Xxxxx X. Xxxxxxx
-----------------------------
Vice President
SEI FINANCIAL MANAGEMENT CORPORATION
By: /s/ Xxxxx X. Xxxxx
-----------------------------
Vice President
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SCHEDULE A
TO THE MANAGEMENT AGREEMENT
DATED AUGUST 30, 1988
BETWEEN
SEI WEALTH MANAGEMENT TRUST,
AND
SEI FINANCIAL MANAGEMENT CORPORATION
Pursuant to Article 7 Section A, the Trust shall pay the Manager compensation at
an annual rate as follows:
Value Portfolio: .15% of average daily net assets
Government Portfolio: .15% of average daily net assets
Fixed Income Portfolio: .15% of average daily net assets
SCHEDULE C
TO THE MANAGEMENT AGREEMENT
DATED AUGUST 30, 1988
BETWEEN
SEI WEALTH MANAGEMENT TRUST,
AND
SEI FINANCIAL MANAGEMENT CORPORATION
Pursuant to Article 7 Section A, the Trust shall pay the Manager compensation at
an annual rate as follows:
International Fixed Income Portfolio: .60% of average daily net assets
SCHEDULE D
TO THE MANAGEMENT AGREEMENT
DATED AUGUST 30, 1988
BETWEEN
SEI INTERNATIONAL TRUST,
(FORMERLY SEI WEALTH MANAGEMENT TRUST)
AND
SEI FINANCIAL MANAGEMENT CORPORATION
Pursuant to Article 7 Section A, the Trust shall pay the Manager compensation at
an annual rate as follows:
European Equity Portfolio: .80% of average daily net assets
Pacific Basin Equity Portfolio .80% of average daily net assets
SCHEDULE E
TO THE MANAGEMENT AGREEMENT
DATED AUGUST 30, 1988
BETWEEN
SEI INTERNATIONAL TRUST
(FORMERLY SEI WEALTH MANAGEMENT TRUST)
AND
SEI FINANCIAL MANAGEMENT CORPORATION
Pursuant to Article 7 Section A, the Trust shall pay the Manager compensation at
an annual rate as follows:
Emerging Markets Portfolio: .65% of average daily net assets
