SEI EXCHANGE TRADED FUNDS INVESTMENT ADVISORY AGREEMENT
Exhibit 99.B(d)(1)
AGREEMENT made this 30th day of March 2022, by and between SEI Exchange Traded Funds, a Delaware statutory trust (the “Trust”), and SEI Investments Management Corporation (the “Adviser”).
The Trust hereby constitutes and appoints the Adviser as the Trust’s true and lawful representative and attorney-in-fact, with full power of delegation (to any one or more sub-advisers), in the Fund’s name, place and stead, to make, execute, sign and acknowledge all agreements, contracts and other documentation; including, but not limited to, subscription agreements and ISDA agreements, and establish trading accounts on behalf of the Portfolios as in the Adviser’s judgment are necessary or desirable for the Adviser to implement the investment policies of the Portfolios by purchasing, selling and redeeming its assets and placing orders for such purchases and sales.
The Adviser shall discharge the foregoing responsibilities subject to the control of the Board of Trustees of the Trust and in compliance with the Prospectus (as defined below), such policies as the Trustees may from time to time establish, the objectives, policies, and limitations for the Portfolios as established by the Board of Trustees of the Trust, 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 (including any sub-advisers) required by it to perform the services on the terms and for the compensation provided herein. The Adviser will not, however, pay for the cost of securities, commodities, and other investments (including brokerage commissions and other transaction charges, if any) purchased or sold for the Trust.
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2. | DELIVERY OF DOCUMENTS. The Trust has furnished the Adviser with copies of each of the following: |
(a) | The Trust’s Agreement and Declaration of Trust, (such Agreement and Declaration of Trust, as presently in effect and as it shall from time to time be amended, is herein called the “Declaration of Trust”); |
(b) | By-Laws of the Trust (such By-Laws, as in effect on the date of this Agreement and as amended from time to time, are herein called the “By-Laws”); and |
(c) | Prospectus(es) and Statement(s) of Additional Information of the Portfolios, as currently in effect and as amended or supplemented from time to time (referred to collectively as the “Prospectus”). |
3. | OTHER COVENANTS. The Adviser agrees that it: |
(a) | will comply with all applicable rules and regulations of the SEC and will in addition conduct its activities under this Agreement in accordance with other applicable law; |
(b) | will place orders pursuant to its investment determinations for the Portfolios either directly with the issuer or with any broker or dealer. In executing Portfolio transactions and selecting brokers or dealers, the Adviser will use its best efforts to seek on behalf of the Portfolio the best overall terms available. In assessing the best overall terms available for any transaction, the Adviser shall consider all factors that it deems relevant, including the breadth of the market in the security, the price of the security, the financial condition and execution capability of the broker or dealer, the availability of the security to be delivered in-kind by authorized participants, and the reasonableness of the commission, if any, both for the specific transaction and on a continuing basis. In evaluating the best overall terms available, and in selecting the broker-dealer to execute a particular transaction the Adviser may also consider the brokerage and research services (as those terms are defined in Section 28(e) of the Securities Exchange Act of 1934) provided to the Portfolio and/or other accounts over which the Adviser or an affiliate of the Adviser may exercise investment discretion. The Adviser is authorized, subject to later revocation by the Trust’s Board of Trustees, to pay to a broker or dealer who provides such brokerage and research services a commission for executing a portfolio transaction for the Portfolios which is in excess of the amount of commission another broker or dealer would have charged for effecting that transaction if, but only if, the Adviser determines in good faith that such commission was reasonable in relation to the value of the brokerage and research services provided by such broker or dealer - - viewed in terms of that particular transaction or in terms of the overall responsibilities of the Adviser to the Portfolios. In addition, the Adviser is authorized to allocate purchase and sale orders for portfolio securities to brokers or dealers that are affiliated with the Adviser or the Trust’s principal underwriter if the Adviser believes that the quality of the transaction and the commission are comparable to what they would be with other qualified firms. In no instance, however, will any Portfolio’s securities be purchased from or sold to the Adviser, any sub-adviser engaged with respect to the Trust, the Trust’s principal underwriter, or any affiliated person of either the Trust, the Adviser, and sub-adviser or the principal underwriter, acting as principal in the transaction, except to the extent permitted by the SEC and the 1940 Act. |
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(c) | will bear its own costs of providing the services hereunder and agrees to pay all expenses of the Portfolios, except for the fee paid to the Adviser for advisory services pursuant to this Agreement, interest charges on any borrowings, dividends and other expenses on securities sold short, taxes, brokerage commissions and other expenses incurred in placing orders for the purchase and sale of securities and other investment instruments, acquired fund fees and expenses, accrued deferred tax liability, fees and expenses of the Board of Trustees, litigation expenses and extraordinary expenses, and distribution fees and expenses paid by the Trust under any distribution plan adopted pursuant to Rule 12b-1 under the 1940 Act (collectively, “Excluded Expenses”). The Adviser shall not be obligated to pay any expenses of or for the Trust or the Portfolios not expressly assumed by the Adviser pursuant to this Section 3 other than as provided in Section 4. The Trust acknowledges and agrees that the Adviser may delegate its responsibility to pay some or all expenses incurred by the Portfolios, except for Excluded Expenses, to one or more third parties, including but not limited to, any sub-advisers. |
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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. As used in this Section 10, the terms “assignment”, “interested persons”, and a “vote of a majority of the outstanding voting securities” shall have the respective meanings set forth in the 1940 Act and the rules and regulations thereunder, subject to such exemptions as may be granted by the SEC.
11. | GOVERNING LAW. This Agreement shall be governed by the internal laws of the State of Delaware, without regard to conflict of law principles; provided, however that nothing herein shall be construed as being inconsistent with the 1940 Act. |
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12. | NOTICE: Any notice, advice or report to be given pursuant to this Agreement shall be deemed sufficient if delivered or mailed by registered, certified or overnight mail, postage prepaid addressed by the party giving notice to the other party at the last address furnished by the other party: |
To the Adviser at: | SEI Investments Management Corporation |
0 Xxxxxxx Xxxxxx Xxxxx | |
Xxxx, XX 00000 | |
Attn: Legal Department | |
To the Trust at: | SEI Exchange Traded Funds |
0 Xxxxxxx Xxxxxx Xxxxx | |
Xxxx, XX 00000 | |
Attn: Legal Department |
13. | SEVERABILITY. If any provision of this Agreement shall be held or made invalid by a court decision, statute, rule or otherwise, the remainder of this Agreement shall not be affected thereby. |
Where the effect of a requirement of the 1940 Act reflected in any provision of this Agreement is altered by a rule, regulation or order of the Commission, whether of special or general application, such provision shall be deemed to incorporate the effect of such rule, regulation or order.
The Trust is entering into this Agreement with the Adviser on behalf of the respective Portfolios severally and not jointly, with the express intention that the provisions contained in each numbered paragraph hereof shall be understood as applying separately with respect to each Portfolio as if contained in separate agreements between the Trust and Adviser for each such Portfolio. In the event that this Agreement is made applicable to any additional Portfolios by way of a Schedule executed subsequent to the date first indicated above, provisions of such Schedule shall be deemed to be incorporated into this Agreement as it relates to such Portfolio so that, for example, the execution date for purposes of Paragraph 10 of this Agreement with respect to such Portfolio shall be the execution date of the relevant Schedule.
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SEI EXCHANGE TRADED FUNDS | SEI INVESTMENTS MANAGEMENT CORPORATION | |||
By: | /s/ Xxxxxxx X. XxxXxx | By: | /s/ Xxxxx Xxxxxxx | |
Xxxxxxx X. XxxXxx | Xxxxx Xxxxxxx |
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SCHEDULE A
TO THE
BETWEEN
AND
SEI INVESTMENTS MANAGEMENT CORPORATION
AS OF MARCH 30, 2022
SEI Enhanced U.S. Large Cap Quality Factor ETF
SEI Enhanced U.S. Large Cap Momentum Factor ETF
SEI Enhanced U.S. Large Cap Value Factor ETF
SEI Enhanced Low Volatility U.S. Large Cap ETF
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SCHEDULE B
TO THE
BETWEEN
AND
SEI INVESTMENTS MANAGEMENT CORPORATION
AS OF MARCH 30, 2022
Pursuant to Article 4, the Trust shall pay the Adviser compensation at an annual rate as follows:
SEI Enhanced U.S. Large Cap Quality Factor ETF | 0.15 | % | ||
SEI Enhanced U.S. Large Cap Momentum Factor ETF | 0.15 | % | ||
SEI Enhanced U.S. Large Cap Value Factor ETF | 0.15 | % | ||
SEI Enhanced Low Volatility U.S. Large Cap ETF | 0.15 | % |
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