EX-99.B(h)(1)
AMENDED AND RESTATED
ADMINISTRATION AND TRANSFER AGENCY AGREEMENT
THIS AGREEMENT is made as of this 16th day of September, 2002, by and
between SEI Institutional International Trust, a Massachusetts trust (the
"Trust"), and SEI Investments Fund Management (the "Administrator"), a Delaware
business trust.
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 multiple investment portfolios (each a "Fund" and, collectively,
the "Funds"), each of which may consist of one or more classes of shares of
beneficial interest ("Shares"); and
WHEREAS, the Trust desires the Administrator to provide, and the
Administrator is willing to provide, administrative, accounting, transfer agency
and dividend distribution services to such Funds of the Trust on the terms and
conditions hereinafter set forth herein;
NOW, THEREFORE, in consideration of the promises and the covenants
hereinafter contained, the Trust and the Administrator hereby agree as follows:
ARTICLE 1. RETENTION OF THE ADMINISTRATOR. The Trust hereby retains the
Administrator to furnish the Funds with accounting, administrative, transfer
agency and dividend distribution services as set forth in this Agreement, and
the Administrator hereby accepts such engagement. The Administrator shall be
deemed to be an independent contractor for all purposes herein.
ARTICLE 2. ADMINISTRATIVE AND ACCOUNTING SERVICES. The Administrator shall
perform or supervise the performance by others of the accounting and
administrative services set forth in Schedule A hereto. The Administrator shall
provide the Trust with all necessary office space, equipment, personnel,
compensation and facilities (including facilities for Shareholders' and
Trustees' meetings) for providing such services. The Administrator may
sub-contract with third parties to perform certain of the services to be
performed by the Administrator hereunder; provided, however, that the
Administrator shall remain responsible to the Trust for the acts and omissions
of such other entities. In meeting its duties hereunder, Administrator shall
have the general authority to do all acts deemed in the Administrator's good
faith belief to be necessary and proper to perform its obligations under this
Agreement.
ARTICLE 3. TRANSFER AGENCY AND DIVIDEND DISTRIBUTION SERVICES. The
Administrator shall perform or supervise the performance by others of the
transfer agency and dividend distribution services set forth in Schedule B
hereto. The Administrator may sub-contract with third parties to perform certain
of the services to be performed by the Administrator hereunder; provided,
however, that the Administrator shall remain responsible to the Trust for the
acts and omissions of such other entities. In meeting its duties hereunder,
Administrator shall have the general authority to do all acts deemed in the
Administrator's good faith belief to be necessary and proper to perform its
obligations under this Agreement.
The Trust agrees that it shall promptly inform the Administrator of the
declaration of any dividend or distribution on its Shares, and that on or before
the payment date of a distribution, it shall instruct the custodian to make
available, at the instruction of the Administrator, as dividend distributing
agent, sufficient funds for the cash amount to be paid out.
In registering transfers, the Administrator may rely upon the opinion of
counsel in not requiring complete documentation, in registering transfers
without inquiry into adverse claims, in delaying
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registration for purposes of such inquiry, or in refusing registration when in
its judgment an adverse claim requires such refusal.
ARTICLE 4. ALLOCATION OF CHARGES AND EXPENSES.
(A) THE ADMINISTRATOR. The Administrator shall furnish at its own expense
the executive, supervisory and clerical personnel necessary to perform its
obligations under this Agreement. The Administrator shall also pay all
compensation, if any, of officers of the Trust as well as all Trustees of the
Trust who are employees of or otherwise affiliated with the Administrator or any
affiliated corporation of the Administrator; provided, however, that unless
otherwise specifically provided, the Administrator shall not be obligated to pay
the compensation of any employee of the Trust retained by the Trustees of the
Trust to perform services on behalf of the Trust.
(B) FUND EXPENSES. The Trust assumes and shall pay or cause to be paid all
other expenses of the Trust not otherwise allocated in this Agreement,
including, without limitation, organizational costs, 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 Shareholders,
all expenses incurred in connection with issuing and redeeming Shares, the costs
of pricing services, the costs of custodial services, the cost of initial and
ongoing registration of the Shares under Federal and state securities laws, fees
and out-of-pocket expenses of Trustees who are not employees of or otherwise
affiliated with the Administrator or any affiliated corporation of the
Administrator, the costs of Trustees' meetings, insurance, interest, brokerage
costs, litigation and other extraordinary or nonrecurring expenses, and all fees
and charges of service providers to the Trust.
ARTICLE 5. COMPENSATION OF THE ADMINISTRATOR.
(A) ADMINISTRATOR'S FEE. The Trust shall pay to the Administrator
compensation at the annual rate specified in Schedule C to this Agreement until
this Agreement is terminated in accordance with Article 7. Such compensation
shall be calculated and accrued daily, and paid to the Administrator monthly. If
this Agreement becomes effective subsequent to the first day of a month or
terminates before the last day of a month, the Administrator'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 Administrator's compensation for the preceding month shall be made
promptly.
(B) COMPENSATION FROM TRANSACTIONS. The Trust hereby authorizes any entity
or person associated with the Administrator 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 (the "1934 Act") 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).
(C) SURVIVAL OF COMPENSATION RATES. All rights of compensation under this
Agreement for services performed as of the termination date shall survive the
termination of this Agreement.
ARTICLE 6. LIMITATION OF LIABILITY OF THE ADMINISTRATOR. The duties of the
Administrator shall be confined to those expressly set forth herein, and no
implied duties are assumed by or may be asserted against the Administrator
hereunder. The Administrator 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 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 law
which cannot be waived or modified
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hereby. (As used in this Article 6, the term "Administrator" shall include
Trustees, officers, employees and other agents of the Administrator as well as
that entity itself.) Under no circumstances shall the Administrator be liable to
the Trust for consequential, indirect or punitive damages.
So long as the Administrator, or its agents, acts with good faith and with
due diligence and without gross negligence in the performance of its duties, the
Trust assumes full responsibility and shall indemnify the Administrator 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 any act or omission of the Administrator in carrying out
its duties hereunder. The indemnity and defense provisions set forth herein
shall survive the termination of this Agreement.
The indemnification 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. If in any case the Trust may be asked to indemnify or hold the
Administrator harmless, the Administrator shall fully and promptly advise the
Trust of the pertinent facts concerning the situation in question, and the
Administrator 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, but failure to do so in
good faith shall not affect the rights hereunder.
The Trust shall be entitled to participate at its own expense or, if it so
elects, to assume the defense of any suit brought to enforce any claims subject
to this indemnity provision. If the Trust elects to assume the defense of any
such claim, the defense shall be conducted by counsel chosen by the Trust and
satisfactory to the Administrator, whose approval shall not be unreasonably
withheld. In the event that the Trust elects to assume the defense of any suit
and retain counsel, the Administrator shall bear the fees and expenses of any
additional counsel retained by it. If the Trust does not elect to assume the
defense of a suit, it will reimburse the Administrator for the fees and expenses
of any counsel retained by the Administrator.
The Administrator may apply to Trust at any time for instructions and may
consult counsel for Trust or its own counsel and with accountants and other
experts with respect to any matter arising in connection with the
Administrator's duties, and the Administrator 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 Administrator shall not be held liable acting upon any document
which it reasonably believes to be genuine and to have been signed or presented
by the proper person or persons. Nor shall the Administrator be held to have
notice of any change of authority of any officers, employee or agent of Trust
until receipt of written notice thereof from Trust.
Nothing herein shall make the Administrator liable for the performance or
omission of unaffiliated third parties not under the Administrator's reasonable
control such as, by way of example and not limitation, transfer agents,
custodians, investment advisers or sub-advisers, postal delivery services,
telecommunications providers and processing and settlement services.
ARTICLE 7. DURATION AND TERMINATION OF THIS AGREEMENT. Unless terminated
earlier in accordance with the provisions of this Article, this Agreement shall
remain in effect for a period of two years from date of execution, and
thereafter, for periods of one year so long as 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. This
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Agreement may be terminated at any time, without payment of any penalty, by vote
of a majority of the Trustees of the Trust on not less than 60 days written
notice to the Administrator, or by the Administrator on not less than 90 days
written notice to the Trust.
ARTICLE 8. ACTIVITIES OF THE ADMINISTRATOR. The services of the
Administrator rendered to the Trust are not to be deemed to be exclusive. The
Administrator is free to render such services to others and to have other
businesses and interests. It is understood that the Trustees, officers,
employees and Shareholders of the Trust are or may be or become interested in
the Administrator, as directors, officers, employees and shareholders or
otherwise and that directors, officers, employees and shareholders of the
Administrator and its counsel are or may be or become similarly interested in
the Trust, and that the Administrator may be or become interested in the Trust
as a Shareholder or otherwise.
ARTICLE 9. CONFIDENTIALITY. The Administrator agrees on behalf of itself
and its employees to treat confidentially all records and other information
relative to the Trust and its shareholders received by the Administrator in
connection with this Agreement, including any non-public personal information as
defined in Regulation S-P, and that it shall not use or disclose any such
information except for the purpose of carrying out the terms of this Agreement;
provided, however, that the Administrator may disclose such information as
required by law or after prior notification to and approval in writing by Trust,
which approval may not be withheld where the Administrator may be exposed to
civil or criminal contempt proceedings or penalties for failure to comply.
ARTICLE 10. CERTAIN RECORDS. The Administrator shall maintain customary
records in connection with its duties as specified in this Agreement. Any
records required to be maintained and preserved pursuant to Rules 31a-1 and
31a-2 under the 1940 Act which are prepared or maintained by the Administrator
on behalf of the Trust shall be prepared and maintained at the expense of the
Administrator, 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 Administrator shall notify the Trust and follow the Trust's
instructions as to permitting or refusing such inspection; provided that the
Administrator 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) Trust has agreed
to indemnify the Administrator against such liability.
ARTICLE 11. COMPLIANCE WITH GOVERNMENTAL RULES AND REGULATIONS. The
Administrator undertakes to comply in all material respects with applicable
requirements of the Securities Act of 1933, the 1934 Act, the 1940 Act, and any
laws, rules and regulations of governmental authorities having jurisdiction with
respect to the duties to be performed by the Administrator hereunder. All of the
Administrator's duties shall be subject to the objectives, policies and
restrictions contained in the Trust's current registration statement under the
1940 Act, the Trust's Declaration of Trust and By-Laws, and any other guidelines
that may be established by the Board of Trustees.
ARTICLE 12. INTERNET ACCESS. Data and information may be made
electronically accessible to the Trust and its adviser and/or sub-adviser(s)
through Internet access to one or more links provided by the Administrator ("Web
Link"). All rights in Web Link (including text and "look and feel" attributes)
are owned by Administrator. Any commercial use of the content or any other
aspect of Web Link requires the written permission of Administrator. Use of the
Web Link by Trust or its agents will be subject to any terms of use set forth on
the web site. The Web Link and the information (including text, graphics and
functionality) in the Web Link is presented "As Is" and "As Available" without
express or implied warranties including, but not limited to, implied warranties
of non-infringement, merchantability
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and fitness for a particular purpose. Administrator neither warrants that the
Web Link will be uninterrupted or error free, nor guarantees the accessibility,
reliability, performance, timeliness, sequence, or completeness of information
provided on the Web Link.
ARTICLE 13. ENTIRE AGREEMENT; AMENDMENTS. This Agreement constitutes the
entire agreement between the parties hereto and supersedes any prior agreement,
draft or proposal with respect to the subject matter hereof. This Agreement or
any part hereof may be changed or waived only by an instrument in writing signed
by the party against which enforcement of such change or waiver is sought;
PROVIDED THAT, any material amendment must be specifically approved (i) by the
vote of a majority of the Trustees of the Trust, and (ii) by the vote of
majority of the Trustees of the Trust who are not parties to this Agreement or
interested persons of any such party. For special cases, the parties hereto may
amend such procedures set forth herein as may be appropriate or practical under
the circumstances, and the Administrator 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 14. ASSIGNMENT. This Agreement may not be assigned by either party
without the prior written consent of the other party.
ARTICLE 15. WAIVER. Any term or provision of this Agreement may be waived
at any time by the party entitled to the benefit thereof by written instrument
executed by such party. No failure of either party hereto to exercise any power
or right granted hereunder, or to insist upon strict compliance with any
obligation hereunder, and no custom or practice of the parties with regard to
the terms of performance hereof, will constitute a waiver of the rights of such
party to demand full and exact compliance with the terms of this Agreement.
ARTICLE 16. NOTICE. Any notice required or permitted to be given by either
party to the other shall be deemed sufficient if sent by registered or certified
mail, overnight courier (or substantially similar delivery service), postage
prepaid, addressed by the party giving notice to the other party at the last
address furnished by the other party to the party giving notice: if to the
Trust, at Xxx Xxxxxxx Xxxxxx Xxxxx, Xxxx, Xxxxxxxxxxxx, 00000; and if to the
Administrator, at Xxx Xxxxxxx Xxxxxx Xxxxx, Xxxx, Xxxxxxxxxxxx, 00000.
ARTICLE 17. FORCE MAJEURE. No breach of any obligation of a party to this
Agreement will constitute an event of default or breach to the extent it arises
out of a cause, existing or future, that is beyond the control and without
negligence of the party otherwise chargeable with breach or default, including
without limitation: work action or strike; lockout or other labor dispute;
flood; war; riot; theft; earthquake or natural disaster. Either party desiring
to rely upon any of the foregoing as an excuse for default or breach will, when
the cause arises, give to the other party prompt notice of the facts which
constitute such cause; and, when the cause ceases to exist, give prompt notice
thereof to the other party.
ARTICLE 18. EQUIPMENT FAILURES. In the event of equipment failures beyond
the Administrator's control, the Administrator shall take reasonable and prompt
steps to minimize service interruptions but shall have no liability with respect
thereto. The Administrator shall develop and maintain a plan for recovery from
equipment failures which may include contractual arrangements with appropriate
parties making reasonable provision for emergency use of electronic data
processing equipment to the extent appropriate equipment is available.
ARTICLE 19. DEFINITIONS OF CERTAIN TERMS. The terms "affiliated person" and
"interested person," when used in this Agreement, shall have the meaning
specified in the 1940 Act and the rules and
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regulations thereunder, subject to such exemptions as may be granted by the
Securities and Exchange Commission.
ARTICLE 20. HEADINGS. All Article headings contained in this Agreement are
for convenience of reference only, do not form a part of this Agreement and will
not affect in any way the meaning or interpretation of this Agreement. Words
used herein, regardless of the number and gender specifically used, will be
deemed and construed to include any other number, singular or plural, and any
other gender, masculine, feminine, or neuter, as the contract requires.
ARTICLE 21. 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 22. LIMITATION OF LIABILITY. Notice is hereby given that this
Agreement is executed on behalf of the Trustees of the Trust as trustees and not
individually, and that all obligations of this Agreement are not binding upon
any of the trustees, officers, agents or shareholders of any of the Funds or the
Trust individually, but are binding only upon the assets and property of the
Funds or the Trust. No Fund shall be liable for any claims against any other
Fund.
ARTICLE 23. 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.
ARTICLE 24. BINDING AGREEMENT. This Agreement, and the rights and
obligations of the parties hereunder, shall be binding on, and inure to the
benefit of, the parties and their respective successors and assigns.
ARTICLE 25. SEVERABILITY. If any part, term or provision of this Agreement
is held to be illegal, in conflict with any law or otherwise invalid, the
remaining portion or portions shall be considered severable and not be affected,
and the rights and obligations of the parties shall be construed and enforced as
if the Agreement did not contain the particular part, term or provision held to
be illegal or invalid.
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IN WITNESS WHEREOF, the parties hereto have executed and delivered this
Agreement as of the day and year first above written.
SEI INSTITUTIONAL INTERNATIONAL TRUST
By: /s/ Xxxxxxx X. Xxxxx
--------------------
Name: Xxxxxxx X. Xxxxx
Title: Vice President
SEI INVESTMENTS FUND MANAGEMENT
By: /s/ Xxxx Xxxxxxxxx
------------------
Name: Xxxx Xxxxxxxxx
Title: Vice President
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SCHEDULE A
TO THE ADMINISTRATION AND TRANSFER AGENCY AGREEMENT
DATED AS OF SEPTEMBER 16, 2002
BETWEEN
SEI INSTITUTIONAL INTERNATIONAL TRUST
AND
SEI INVESTMENTS FUND MANAGEMENT
Administrator shall provide the following services to the Trust:
(a) Maintain the Trust's accounting books and records;
(b) Obtain portfolio security valuations from appropriate sources consistent
with the Trust's pricing and valuation policies, and calculate net asset
value of each Fund and class;
(c) Compute yields, total return, expense ratios, portfolio turnover rate and
average dollar-weighted portfolio maturity, as appropriate;
(d) Track and validate income and expense accruals, analyze and modify expense
accrual changes periodically, and process expense disbursements to vendors
and service providers;
(e) Perform cash processing such as recording paid-in capital activity, perform
necessary reconciliations with the transfer agent and the custodian, and
provide cash availability data to the adviser, if requested;
(f) Calculate required ordinary income and capital gains distributions,
coordinate estimated cash payments, and perform necessary reconciliations
with the transfer agent;
(g) Provide standardized performance reporting data to the Trust and its
adviser;
(h) Provide performance, financial and expense information for registration
statements and proxies;
(i) Communicate net asset value, yield, total return or other financial data to
appropriate third party reporting agencies, and assist in resolution of
errors reported by such third party agencies;
(j) Prepare Trust's financial statements for review by Fund management and
independent auditors, manage annual and semi-annual report preparation
process, prepare Forms N-SAR and 24f-2, provide Fund performance data for
annual report, coordinate printing and delivery of annual and semi-annual
reports to shareholders, and file Form N-SAR, Form 24f-2 and
annual/semi-annual reports via XXXXX;
(k) Monitor each Fund's compliance with the requirements of Subchapter M of the
Internal Revenue Code with respect to its status as a regulated investment
company;
(l) Prepare and file federal and state tax returns for the Trust, and provide
data for year-end 1099's and supplemental tax letters;
A-1
(m) Provide such Fund accounting and financial reports in connection with
quarterly meetings of the Board of Trustees as are required or as the Board
may reasonably request, including any evaluations, analyses and opinions
regarding the Trust's performance, provided that the Administrator will not
make any investment decisions for the Funds nor provide any advice with
respect to the desirability of making such investment decisions;
(n) Manage the proxy process, including evaluating proxy distribution channels,
coordinating with outside service provider(s) to distribute proxies, track
shareholder responses and tabulate voting results, and managing the proxy
solicitation vendor, if necessary;
(o) Provide individuals to serve as officers of the Trust, as requested;
(p) Coordinate with Trust's counsel on drafting, review and filing of
registration statements and proxies, and coordinate printing and delivery
of prospectuses and proxies;
(q) Coordinate the Trust's Board of Trustees' schedule, agenda and production
of Board meeting materials, and attend Board meetings (if requested);
(r) Provide consultation to the Trust and its adviser on regulatory matters
relating to the operation of the Trust, and update the Trust and its
adviser on significant regulatory and legislative developments which may
affect the Trust;
(s) Develop or assist legal counsel to the Trust in the development of policies
and procedures relating to the operation of the Trust;
(t) Act as liaison to legal counsel to the Trust;
(u) Coordinate with Trust counsel in the preparation, review and execution of
contracts between the Trust and third parties, such as the Trust's
investment adviser, transfer agent, and custodian, and record-keepers or
shareholder service providers;
(v) Assist the Trust in handling and responding to routine regulatory
examinations with respect to records retained or services provided by the
Administrator, and coordinate with Trust's legal counsel in responding to
any non-routine regulatory matters with respect to such matters;
(w) Provide consulting with respect to the ongoing design, development and
operation of the Trust, including new funds or share classes and/or load
structures and financing, as well as changes to investment objectives and
polices for existing Funds; and
(x) Coordinate as necessary the registration or qualification of Shares of the
Trust with appropriate state securities authorities.
[END OF SCHEDULE A]
A-2
SCHEDULE B
TO THE ADMINISTRATION AND TRANSFER AGENCY AGREEMENT
DATED AS OF SEPTEMBER 16, 2002
BETWEEN
SEI INSTITUTIONAL INTERNATIONAL TRUST
AND
SEI INVESTMENTS FUND MANAGEMENT
The Administrator, as transfer agent, shall provide the following services to
the Trust:
(a) Record in an account (the "Account") the total number of Shares of each
Fund or class, as applicable, issued and outstanding from time to time and
maintain Share transfer records in which it will note the names and
registered addresses of Shareholders, and the number of Shares from time to
time owned by each of them;
(b) Set up accounts and record transactions in the accounts on the basis of
instructions received from Shareholders when accompanied by remittance in
appropriate amount as provided in the Trust's then current prospectus;
(c) Whenever Shares are purchased or issued, credit the Account with the Shares
issued, and credit the proper number of Shares to the appropriate
Shareholder;
(d) Whenever Shares are redeemed by a Shareholder, process the Shares redeemed
by making appropriate entries in its Share transfer records and debiting
the Account; and
(e) Upon receipt by the Trust's Wire Agent on behalf of the Administrator of
funds through the Federal Reserve wire system or conversion into Federal
funds of funds transmitted by other means for the purchase of Shares in
accordance with the Trust's current prospectus:
(i) Notify the Trust of such deposits on a daily basis;
(ii) Credit the Shareholder's account with the number of Shares purchased
according to the price of the Shares in effect for such purchases
determined in the manner set forth in the Trust's then current prospectus;
(iii) Process each order for the redemption of Shares from or on behalf of
a Shareholder, and cause cash proceeds to be wired in Federal funds;
(iv) If the Administrator or the Trust determines that a request for
redemption does not comply with the requirements for redemption, promptly
notify the Shareholder, together with the reason therefor, and effect such
redemption at the price next determined after receipt of documents
complying with said standards (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
Administrator); and
(v) On each day that the Trust's custodian banks and the New York Stock
Exchange are open for business ("Business Day"), notify the Trust's
custodian of the amount of cash or other assets required to meet payments
made pursuant to the provisions of this paragraph.
B-1
The authority of the Administrator to perform its responsibilities under
this paragraph (e) 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.
The Administrator, as dividend distributing agent, shall provide the following
services to the Trust:
(a) Prepare and wire or credit income and capital gains distributions to
Shareholders in accordance with the provisions of the Trust's Declaration
of Trust and then current prospectus; and
(b) Credit a Shareholder's account if a Shareholder is entitled to receive
additional Shares by virtue of any distribution or dividend payment.
[END OF SCHEDULE B]
B-2
SCHEDULE C
TO THE ADMINISTRATION AND TRANSFER AGENCY AGREEMENT
DATED AS OF SEPTEMBER 16, 2002
BETWEEN
SEI INSTITUTIONAL INTERNATIONAL TRUST
AND
SEI INVESTMENTS FUND MANAGEMENT
Portfolios: This Agreement shall apply with respect to all portfolios of the
Trust, either now existing or in the future created. The
following is a listing of the current portfolios of the Trust
(collectively, the "Funds"):
International Equity Fund
Emerging Markets Equity Fund
International Fixed Income Fund
Emerging Markets Debt Fund
Fees: Pursuant to Article 5, the Trust shall pay the Administrator the
following fees, at the annual rate set forth below calculated
based upon the aggregate average daily net assets of the Trust:
International Equity Fund - Class A and I Shares 0.45%
Emerging Markets Equity Fund - Class A Shares 0.65%
Emerging Markets Equity Fund - Class Y Shares 0.65%
International Fixed Income Fund - Class A Shares 0.60%
Emerging Markets Debt Fund - Class A Shares 0.65%
C-1
