DISTRIBUTION AGREEMENT
SEI WEALTH MANAGEMENT TRUST
THIS AGREEMENT made this 30th day of August, 1988 between SEI Wealth
Management Trust, (the "Trust") a Massachusetts business trust , and SEI
Financial Services Company (the "Distributor") a Pennsylvania corporation.
WHEREAS, the Trust is registered as an investment company with the
Securities and Exchange Commission ("SEC") under the Investment Company Act of
1940, as amended ("1940 Act"), and its Units are registered with the SEC under
the Securities Act of 1933, as amended ("1933 Act"); and
WHEREAS, the Distributor is registered as a broker-dealer with the SEC
under the Securities and Exchange Act of 1934, as amended.
NOW THEREFORE, in consideration of the mutual covenants herein contained,
the Trust and Distributor hereby agree as follows:
ARTICLE 1. SALE OF UNITS. The Trust grants to the Distributor the
right to sell units of the Trust at the net asset value per Unit, as agent and
on behalf of the Trust, during the term of this Agreement and subject to the
registration requirements of the Securities Act of 1933, the rules and
regulations of the SEC and the laws governing the sale of securities in the
various states ("Blue Sky laws").
ARTICLE 2. SOLICITATION OF SALES. In consideration of these rights
granted to the Distributor, the Distributor agrees to use all reasonable
efforts, consistent with its other business, to obtain purchasers for Units of
the Trust, provided, however, that the Distributor shall not be prevented from
entering into like arrangements with other issuers. The provisions of this
paragraph do not obligate the Distributor to register as a broker or dealer
under the Blue Sky laws of any jurisdiction when it determines it would be
uneconomical for it to do so or to maintain its registration in any jurisdiction
in which it is now registered.
ARTICLE 3. AUTHORIZED REPRESENTATIONS. The Distributor is not
authorized by the Trust to give any information or to make any representations
other than those contained in the current registration statements or
prospectuses of the Trust filed with the SEC or contained in unitholder reports
or other material that may be prepared by or on behalf of the Trust for the
Distributor's use. The Distributor may prepare and distribute sales literature
and other material as it may deem appropriate, provided that such literature and
materials have been approved by the Trust prior to their use.
ARTICLE 4. REGISTRATION OF UNITS. The Trust agrees that it will take
all action necessary to register Units under the federal and state securities
laws so that there will be available for sale the number of units the
Distributor may reasonably be expected to sell. The Trust shall make available
to the Distributor such number of copies of its currently effective prospectus
and statement of addi-
tional information as the Distributor may reasonably request. The Trust shall
furnish to the Distributor copies of all information, financial statements and
other papers which the Distributor may reasonably request for use in connection
with the distribution of units of the Trust.
ARTICLE 5. INDEMNIFICATION OF DISTRIBUTOR. The Trust agrees to
indemnify and hold harmless the Distributor and each of its directors and
officers and each person, if any, who controls the Distributor within the
meaning of Section 15 of the 1933 Act against any loss, liability, claim,
damages or expense (including the reasonable cost of investigating or defending
any alleged loss, liability, claim, damages, or expense and reasonable counsel
fees incurred in connection therewith), arising by reason of any person
acquiring any Units, based upon the ground that the registration statement,
prospectus, Unitholder reports or other information filed or made public by the
Trust (as from time to time amended), included an untrue statement of a material
fact or omitted to state a material fact required to be stated or necessary in
order to make the statements made not misleading. However, the Trust does not
agree to indemnify the Distributor or hold it harmless to the extent that the
statement or omission was made in reliance upon, and in conformity with,
information furnished to the Trust by or on behalf of the Distributor.
In no case (i) is the indemnity of the Trust to be deemed to protect the
Distributor or any person against any liability to the Trust or its Unitholders
to which the Distributor or such person would otherwise be subject by reason of
wilful misfeasance, bad faith or gross negligence in the performance of its
duties or by reason of its reckless disregard of its obligations and duties
under this Agreement, or (ii) is the Trust to be liable to the Distributor under
its indemnity agreement contained in this paragraph with respect to any claim
made against the Distributor or any person indemnified unless the Distributor or
any person shall have notified the Trust in writing of the claim within a
reasonable time after the summons or other first written notification giving
information of the nature of the claim shall have been served upon the
Distributor or any person (or after the Distributor or the person shall have
received notice of service on any designated agent). However, failure to notify
the Trust of any claim shall not relieve the Trust from any liability which it
may have to the Distributor or any person against whom such action is brought
otherwise than on account of its indemnity agreement contained in this
paragraph.
The Trust shall be entitled to participate at its own expense in the
defense, 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 it and satisfactory to the indemnified defendants in the suit whose
approval shall not be unreasonably withheld. In the event the Trust elects to
assume the defense of any suit and retain counsel, the indemnified defendants
shall bear the fees and expenses of any additional counsel retained by them. If
the Trust does not elect to assume the defense of any suit, it will reimburse
the indemnified defendants for the reasonable fees and expenses of any counsel
retained by the indemnified defendants.
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The Trust agrees to notify the Distributor promptly of any commencement of
any litigation or proceedings against it or any of its officers or Trustees in
connection with the issuance or sale of any of its Units.
ARTICLE 6. INDEMNIFICATION OF TRUST. The Distributor covenants and
agrees that it will indemnify and hold harmless the Trust and each of its
Trustees and officers and each person, if any, who controls the Trust within the
meaning of Section 15 of the Act, against any loss, liability, damages, claim or
expense (including the reasonable cost of investigating or defending any alleged
loss, liability, damages, claim or expense and reasonable counsel fees incurred
in connection therewith) based upon the 1933 Act or any other statute or common
law and arising by reason of any person acquiring any Units, and alleging a
wrongful act of the Distributor or any of its employees or alleging that the
registration statement, prospectus, Unitholder reports or other information
filed or made public by the Trust (as from time to time-amended), included an
untrue statement of a material fact or omitted to state a material fact required
to be stated or necessary in order to make the statements not misleading,
insofar as the statement or omission was made in reliance upon and in conformity
with information furnished to the Trust by or on behalf of the Distributor.
In no case (i) is the indemnity of the Distributor in favor of the Trust or
any person indemnified to be deemed to protect the Trust or any person against
any liability to which the Trust or such person would otherwise be subject by
reason of wilful misfeasance, bad faith or gross negligence in the performance
of its duties or by reason of its reckless disregard of its obligations and
duties under this Agreement, or (ii) is the Distributor to be liable under its
indemnity agreement contained in this paragraph with respect to any claim made
against the Trust or any person indemnified unless the Trust or person, as the
case may be, shall have notified the Distributor in writing of the claim within
a reasonable time after the summons or other first written notification giving
information of the nature of the claim shall have been served upon the Trust or
upon any person (or after the Trust or such person shall have received notice of
service on any designated agent). However, failure to notify the Distributor of
any claim shall not relieve the Distributor from any liability which it may have
to the Trust or any person against whom the action is brought otherwise than on
account of its indemnity agreement contained in this paragraph.
The Distributor shall be entitled to participate, at its own expense, in
the defense or, if it so elects, to assume the defense of any suit brought to
enforce the claim, but if the Distributor elects to assume the defense, the
defense shall be conducted by counsel chosen by the Distributor and satisfactory
to the indemnified defendants whose approval shall not be unreasonable withheld.
In the event that the Distributor elects to assume the defense of any suit and
retain counsel, the defendants in the suit, shall bear the fees and expenses of
any additional counsel retained by them. If the Distributor does not elect to
assume the defense of any suit, it will reimburse the indemnified defendants for
the reasonable fees and expenses of any counsel retained by them.
The Distributor agrees to notify the Trust promptly of the commencement of
any litigation or proceedings against it in connection with the issue and sale
of any of the Trusts' Units.
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ARTICLE 7. EFFECTIVE DATE. This Agreement shall be effective upon its
execution, and unless terminated as provided, shall continue in force for one
year from the effective date and thereafter from year to year, provided that
such annual continuance is approved by (i) either the vote of a majority of the
Trustees of the Trust, or vote of a majority of the outstanding voting
securities of the Trust, and (ii) the vote of a majority of those Trustees of
the Trust who are not parties to this Agreement or interested persons of any
party, ("Qualified Trustees"), cast in person at a meeting called for the
purpose of voting on the approval. This Agreement shall automatically
terminate, in the event of its assignment. As used in this paragraph the terms
"vote of a majority of the outstanding voting securities," "assignment," and
"interested person," shall have the respective meanings specified in the 1940
Act. In addition this Agreement may at any time be terminated without penalty
by SFS, by a vote of a majority of Qualified Trustees or by vote of a majority
of the outstanding voting securities of the Trust upon not less than sixty days
prior written notice to the other party.
ARTICLE 8. NOTICES. 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, 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 00 Xxxxx Xxxxxx, Xxxxxx, Xxxxxxxxxxxxx, and if to
the Distributor, at 000 X. Xxxxxxxxxx Xxxx, Xxxxx, Xxxxxxxxxxxx 00000.
ARTICLE 9. LIMITATION OF 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 Agreement is executed in
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 10. 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 11. 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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IN WITNESS, the Trust and Distributor have each duly executed this
Agreement, as of the day and year above written.
SEI WEALTH MANAGEMENT TRUST
By: /s/ Xxxxx X. Xxxxxxx
-----------------------------
SEI FINANCIAL SERVICES COMPANY
By: /s/ Xxxxx X. Xxxxx
-----------------------------
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Amendment to SEI International Trust's (the "Trust") (formerly SEI Wealth
Management Trust's) Distribution Agreement (the "Agreement") dated August 30,
1988.
ARTICLE 12. COMPENSATION.
AS COMPENSATION FOR THE SERVICES PERFORMED AND THE EXPENSES ASSUMED BY THE
DISTRIBUTOR UNDER THIS AGREEMENT, AND TO THE EXTENT PROVIDED IN THE TRUST'S
DISTRIBUTION PLAN ADOPTED IN ACCORDANCE WITH RULE 12b-1 UNDER THE
INVESTMENT COMPANY ACT OF 1940 ACT, THE TRUST SHALL REIMBURSE THE
DISTRIBUTOR FOR (i) THE COST OF PROSPECTUSES AND STATEMENTS OF ADDITIONAL
INFORMATION, REPORTS TO UNITHOLDERS, SALES LITERATURE AND OTHER MATERIALS
FOR POTENTIAL INVESTORS, (ii) THE COSTS OF COMPLYING WITH THE FEDERAL AND
STATE SECURITIES LAWS PERTAINING TO THE DISTRIBUTION OF UNITS,
(iii) ADVERTISING, AND (iv) EXPENSES INCURRED IN PROMOTING AND SELLING
UNITS, INCLUDING EXPENSES FOR TRAVEL, COMMUNICATION, AND COMPENSATION AND
BENEFITS OF SALES PERSONNEL. SEPARATE AND APART FROM THE SERVICES AND
COMPENSATION PROVIDED FOR UNDER THIS AGREEMENT, THE DISTRIBUTOR MAY RETAIN
ADDITIONAL COMPENSATION THAT IT RECEIVES FROM THE TRUST ON PORTFOLIO
TRANSACTIONS THAT IT EFFECTS FOR THE TRUST IN ACCORDANCE WITH APPLICABLE
RULES OF THE SECURITIES AND EXCHANGE COMMISSION.
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