ADMINISTRATIVE SERVICES PLAN AND AGREEMENT
SEI INSTITUTIONAL INVESTMENTS TRUST
CLASS T SHARES
SEI Institutional Investments Trust (the "Trust") is an open-end
investment company registered under the Investment Company Act of 1940, as
amended (the "1940 Act"), and currently consisting of a number of separately
managed portfolios (each a "Fund" and, collectively, the "Funds"). The Trust
desires to retain SEI Investments Distribution Co. (the "Distributor"), a
Pennsylvania corporation, to itself provide or to compensate service providers
who themselves provide, the services described herein to clients (the "Clients")
who from time to time beneficially own Class T shares ("Shares") of any Fund of
the Trust. The Distributor is willing to itself provide or to compensate service
providers for providing, such administrative services in accordance with the
terms and conditions of this Agreement.
SECTION 1. The Distributor will provide, or will enter into written agreements
with service providers pursuant to which the service providers will provide, one
or more of the following administrative services to Clients who may from time to
time beneficially own Shares:
(i) providing subaccounting with respect to Shares
beneficially owned by Clients;
(ii) providing information periodically to Clients showing
their positions in Shares;
(iii) forwarding shareholder communications from the Trust
(such as proxies, shareholder reports, annual and semi-annual
financial statements and dividend, distribution and tax
notices) to Clients;
(iv) processing purchase, exchange and redemption requests
from Clients and placing such orders with the Funds or its
service providers;
(v) processing dividend payments from the Funds on behalf of
the Clients; and
(vi) providing such other similar services as the Funds may,
through the Distributor, reasonably request to the extent that
the Service Provider is permitted to do so under applicable
laws or regulations.
SECTION 2. The Distributor will provide all office space and equipment,
telephone facilities and personnel (which may be part of the space, equipment
and facilities currently used in the Distributor's business, or any personnel
employed by the Distributor) as may be reasonably necessary or beneficial in
order to fulfill its responsibilities under this Agreement.
1
SECTION 3. Neither the Distributor nor any of its officers, employees, or agents
is authorized to make any representations concerning the Trust or the Shares
except those contained in the Trust's then-current prospectus or Statement of
Additional Information for the Shares, copies of which will be supplied to the
Distributor, or in such supplemental literature or advertising as may be
authorized in writing.
SECTION 4. For purposes of this Agreement, the Distributor and each service
provider will be deemed to be independent contractors, and will have no
authority to act as agent for the Trust in any matter or in any respect. By its
written acceptance of this Agreement, the Distributor agrees to and does
release, indemnify, and hold the Trust harmless from and against any and all
direct or indirect liabilities or losses resulting from requests, directions,
actions, or inactions of or by the Distributor or its officers, employees, or
agents regarding the Distributor's responsibilities under this Agreement, the
provision of the aforementioned services to Clients by the Distributor or any
service provider, or the purchase, redemption, transfer, or registration of
Shares (or orders relating to the same) by or on behalf of Clients. The
Distributor and its officers and employees will, upon request, be available
during normal business hours to consult with representatives of the Trust or its
designees concerning the performance of the Distributor's responsibilities under
this Agreement.
SECTION 5. In consideration of the services and facilities to be provided by the
Distributor or any service provider, each Portfolio that has issued Shares will
pay to the Distributor a fee, as agreed from time to time, at an annual rate of
up to 0.30% (thirty basis points) of the average net asset value of all Shares
of each Fund, which fee will be computed daily and paid monthly. The Trust may,
in its discretion and without notice, suspend or withdraw the sale of Shares of
any Fund, including the sale of Shares to any service provider for the account
of any Client or Clients. The Distributor may waive all or any portion of its
fee from time to time.
SECTION 6. The Trust may enter into other similar servicing agreements with any
other person or persons without the Distributor's consent.
SECTION 7. By its written acceptance of this Agreement, the Distributor
represents, warrants, and agrees that the services provided by the Distributor
under this Agreement will in no event be primarily intended to result in the
sale of Shares.
SECTION 8. This Agreement will become effective on the date a fully executed
copy of this Agreement is received by the Trust or its designee and shall
continue until terminated by either party. This Agreement is terminable with
respect to the Shares of any Fund, without penalty, at any time by the Trust or
by the Distributor upon written notice to the Trust.
SECTION 9. All notices and other communications to either the Trust or to the
Distributor will be duly given if mailed, telegraphed, telefaxed, or transmitted
by similar communications device to the appropriate address stated herein, or to
such other address as either party shall so provide the other.
2
SECTION 10. This Agreement will be construed in accordance with the laws of the
Commonwealth of Pennsylvania and may not be "assigned" by either party thereto
as that term is defined in the 1940 Act.
SECTION 11. References to the "SEI INSTITUTIONAL INVESTMENTS TRUST," the
"Trust," and the "Trustees" of the Trust refer respectively to the Trust created
and the Trustees as trustees, but not individually or personally, acting from
time to time under the Declaration of Trust of the Trust dated March 1, 1995, a
copy of which is on file with the Office of Secretary of State of the
Commonwealth of Massachusetts and at the Trust's principal office. The
obligations of the Trust entered into in the name or on behalf thereof by any of
the Trustees, officers, representatives, or agents are made not individually,
but in such capacities, and are not binding upon any of the Trustees,
shareholders, officers, representatives, or agents of the Trust personally.
Further, the obligations of the Trust with respect to any one Fund shall not be
binding upon any other Fund.
By their signatures, the Trust and the Distributor agree to the terms of this
Agreement.
SEI INSTITUTIONAL INVESTMENTS TRUST
By:
-----------------------------------
Name:
---------------------------------------
Title:
--------------------------------------
Date:
---------------------------------------
SEI INVESTMENTS DISTRIBUTION CO.
By:
-----------------------------------
Name:
---------------------------------------
Title:
--------------------------------------
Date:
---------------------------------------
3
