AMENDED AND RESTATED
INVESTMENT ADVISORY AGREEMENT
AGREEMENT made on the 31st day of January, 1995, and amended and restated
on this 9th day of December, 1996, by and between SEI Index Funds, a
Massachusetts business trust (the "Trust"), and World Asset Management (the
"Adviser").
WHEREAS, the Trust is an open-end, diversified management investment
company registered under the Investment Company Act of 1940, as amended (the
"1940 Act"), consisting of several separate portfolios of securities, each of
which has the investment objective of providing investment results that
correspond to the price and yield performance of a designated index or
securities group;
WHEREAS, the Trust has retained SEI Fund Management (the "Manager") to
provide certain management services for the Trust, subject to the control of the
Board of Trustees;
WHEREAS, the Trust desires to retain the Adviser to render monitoring,
administrative adjustment and related services to the Trust with respect to its
S&P 500 Index Portfolio and such other portfolios as the parties hereafter may
agree on (collectively, the "Portfolios") and the Adviser is willing to render
such services;
NOW, THEREFORE, in consideration of mutual covenants herein contained, the
parties hereto agree as follows:
ARTICLE 1. DUTIES OF THE ADVISER. The Trust employs the Adviser (i) to
continuously review, supervise, and administer the investment program of the
Portfolios; (ii) to monitor regularly the S&P 500 Index and the relevant index
or other designated securities for any other portfolios as the parties hereto
may hereafter agree upon (all such indices or other designated securities to be
as defined from time to time in the Trust's current Prospectus) to determine if
portfolio adjustments are warranted due to changes in index composition, mergers
or other similar reasons and, if so, to make such adjustments on a periodic
basis; (iii) to determine, in the Adviser's discretion, the securities to be
purchased or sold or exchanged in order to keep each Portfolio in approximate
balance with its designated index or designated securities group; (iv) to
determine, in the Adviser's discretion, whether to exercise warrants or other
rights with respect to Portfolio securities, and whether to accept tender offers
with respect to such securities (with any finders fees realized in connection
with tender offers or other rights with respect to Portfolio securities being
rebated to the Portfolios); (v) to determine, in the Adviser's discretion,
whether the merit of a Portfolio investment has been substantially impaired by
extraordinary events or financial conditions, thereby warranting the removal of
such securities from a Portfolio, notwithstanding its inclusion in the
designated index or securities group; (vi) to calculate and provide to the
Manager the net asset value of each Portfolio on each day that the
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Trust's custodian banks and the New York Stock Exchange are open for business;
(vii) to provide the Manager and the Trust on behalf of the Portfolios with
records concerning the Adviser's activities which the Trust is required to by
law maintain; and (viii) to render regular reports to the Manager and to the
Trust's officers and Trustees concerning the Adviser's discharge of the
foregoing responsibilities. The Adviser shall discharge the foregoing
responsibilities subject to the oversight of the Manager 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 Portfolio as set forth
in the Trust's then current registration statement under the 1940 Act and
applicable laws and regulations. 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 required by it to perform the
services on the terms and for the compensation provided herein.
ARTICLE 2. PORTFOLIO TRANSACTIONS. The Adviser is authorized to select the
brokers or dealers, including SEI Financial Services Company, that will execute
the purchases and sales of portfolio securities for each Portfolio and is
directed to use its best efforts to obtain the best net results, as described in
the Trust's then current registration statement and, as appropriate, to place
such purchase and sale orders. The Adviser will promptly communicate to the
Manager and to the officers and the Trustees of the Trust such information
relating to portfolio transactions as they may reasonably request.
ARTICLE 3. COMPENSATION OF THE ADVISER. For the services to be rendered by
the Adviser as provided in Articles 1 and 2 of this Agreement, the Trust shall
pay to the Adviser compensation at an annual rate of .03% of the average daily
net assets of each Portfolio. Such compensation shall be calculated and accrued
daily and paid to the Adviser monthly. If this Agreement becomes effective
subsequent to the first day of a month or terminates before the last day of a
month, the Adviser'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 Adviser's fee as
provided above is subject to the limitation that no monthly payment shall exceed
the payment actually made to the Manager with respect to the Portfolios pursuant
to the current Management Agreement between the Manager and the Trust.
ARTICLE 4. OTHER SERVICES. At the request of the Trust or the Manager, the
Adviser, in its discretion, may make available to the Trust its office
facilities, equipment and personnel for other services.
ARTICLE 5. 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 or the Manager in any way or otherwise be deemed an agent
of the Trust or Manager.
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ARTICLE 6. 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 on behalf of
the Trust are the property of the Trust and will be surrendered promptly to the
Trust on request. Such records shall be maintained in a readily accessible place
as required by the rules under the 1940 Act.
ARTICLE 7. LIMITATION OF LIABILITY OF THE ADVISER. The Adviser shall not be
liable for any error of judgment or mistake of law or for any loss suffered by
the Trust in connection with the matters to which this Agreement relates, except
a loss resulting from a breach of fiduciary duty with respect to the receipt of
compensation for services or a loss resulting from willful misfeasance, bad
faith or gross negligence on the part of the Adviser in the performance of its
duties, or from reckless disregard by it or its obligations and duties under
this Agreement.
ARTICLE 8. 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 (or any successor)
are or may be interested in the Trust as Trustees, shareholders or otherwise;
and the Adviser (or any successor) is or may be interested in the Trust as a
Shareholder or otherwise.
ARTICLE 9. DURATION AND TERMINATION. This Agreement, unless sooner
terminated as provided herein, shall continue as to each Portfolio for two years
following the date of this Agreement, and thereafter, with respect to each
Portfolio, for periods of one year so long as such continuance thereafter is
specifically approved at least annually (a) by the vote of a majority of those
Trustees of the Trust who are not parties to this Agreement or interested
persons of any such party, cast in person at a meeting called for the purpose of
voting on such approval, and (b) by the Trustees of the Trust or by vote of a
majority of the outstanding voting securities of each Portfolio; provided,
however, that if the Shareholders of any Portfolio disapprove of this Agreement
as provided herein, the Adviser may continue to serve hereunder in the manner
and to the extent permitted by the 1940 Act and the rules thereunder. The
foregoing requirement that continuance of this Agreement be "specifically
approved at least annually" shall be construed in a manner consistent with the
1940 Act and the rules and regulations thereunder. This Agreement may be
terminated as to any Portfolio at any time, without the payment of any penalty
by vote of a majority of the Trustees of the Trust or by vote of a majority of
the outstanding voting securities of the Portfolio on not less than 30 days' nor
more than 60 days' written notice to the Adviser, or by the Adviser at any time
without the payment of any penalty, on 90 days' written notice to the Trust.
This Agreement will automatically and immediately terminate in the event of its
assignment. Any notice under this Agreement shall be given
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in writing, addressed and delivered, or mailed postpaid, to the other party at
the last designated mailing address of such party.
ARTICLE 10. AMENDMENTS. This Agreement may be amended as to any Portfolio by
the parties hereto only if such amendment is specifically approved (i) by the
vote of a majority of outstanding voting securities of such Portfolio, 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
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 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 11. CERTAIN RECORDS. The Adviser 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 Adviser on behalf of the Trust shall
be prepared and maintained at the expense of the Adviser, but shall be the
property of the Trust and will be made available to or surrendered promptly to
the Trust or Manager on request. In case of any request or demand for the
inspection of such records by another party, the Adviser shall notify the Trust
and follow the Trust's instructions as to permitting or refusing such
inspection; provided that the Adviser 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 the Trust has agreed to indemnify the Adviser against
such liability.
ARTICLE 12. DEFINITIONS OF CERTAIN TERMS. The terms "vote of a majority of
the outstanding voting securities", "assignment", "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 13. 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 14. 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.
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A copy of the Agreement and Declaration of Trust of the Trust is on file with
the Secretary 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, 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.
IN WITNESS WHEREOF, the parties hereto have caused this Amended and Restated
Agreement to be executed as of the date written below.
SEI INDEX FUNDS
BY:
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WORLD ASSET MANAGEMENT
BY:
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Dated: December 9, 1996
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