BY-LAWS
OF
SEI WEALTH MANAGEMENT TRUST
Section 1. Agreement and Declaration of
Trust and Principal Office
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1.1. AGREEMENT AND DECLARATION OF TRUST. These By-Laws shall be subject
to the Agreement and Declaration of Trust, as from time to time in effect (the
"Declaration of Trust"), of SEI Wealth Management Trust, the Massachusetts
business trust established by the Declaration of Trust (the "Trust").
1.2. PRINCIPAL OFFICE OF THE TRUST. The principal office of the Trust
shall be located in Boston, Massachusetts.
Section 2. Shareholders
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2.1. SPECIAL MEETINGS. A meeting of the shareholders of the Trust or of
any one or more series or classes of shares may be called at any time by the
Trustees, by the president or, if the Trustees and the president shall fail to
call any meeting of shareholders for a period of 30 days after written
application of one or more shareholders who hold at least 10% of all shares
issued and outstanding and entitled to vote at the meeting, then such
shareholders may call such meeting. If the meeting is a meeting of the
shareholders of one or more series or classes of shares, but not a meeting of
all shareholders of the Trust, then only the shareholders of such one or more
series or classes shall be entitled to notice of and to vote at the meeting.
Each call of a meeting shall state the place, date, hour and purposes of the
meeting.
2.2. PLACE OF MEETINGS. All meetings of the shareholders shall be held
at the principal office of the Trust or, to the extent permitted by the
Declaration of Trust, at such other place within the United States as shall be
designated by the Trustees or the president of the Trust.
2.3. NOTICE OF MEETINGS. A written notice of each meeting of
shareholders, stating the place, date and hour and the purposes of the meeting,
shall be given at least seven days before the meeting to each shareholder
entitled to vote thereat by leaving such notice with him or at his residence or
usual place of business or by mailing it, postage prepaid, and addressed to such
shareholder at this address as it appears in the records of the Trust. Such
notice shall be given by the secretary or an assistant secretary or by an
officer designated by the trustees. No notice of any meeting of shareholders
need be given to a shareholder if a written waiver of notice, executed before or
after the meeting by such shareholder or his attorney thereunto duly organized,
is filed with the records of the meeting.
2.4. BALLOTS. No ballot shall be required for any election unless
requested by a shareholder present or represented at the meeting and entitled to
vote in the election.
2.5. PROXIES. Shareholders entitled to vote may vote either in person or
by proxy in writing dated not more than six months before the meeting named
therein, which proxies, before being voted, shall be filed with the secretary or
other person responsible to record the proceedings of the meeting. Unless
otherwise specifically limited by their terms, such proxies shall entitle the
holders thereof to vote at any adjournment of such meeting but shall not be
valid after the final adjournment of such meeting.
Section 3. Trustees
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3.1. COMMITTEES AND ADVISORY BOARD. The Trustees may appoint from their
number an executive committee and other committees. Except as the Trustees may
otherwise determine, any such committee may make rules for conduct of its
business. The Trustees may appoint an advisory board to consist of not less
than two nor more than five members. The members of the advisory board shall be
compensated in such manner as the Trustees may determine and shall confer with
and advise the Trustees regarding the investments and other affairs of the
Trust. Each member of the advisory board shall hold office until his successor
is elected and qualified, or until he sooner dies, resigns, is removed, or
becomes disqualified, or until the advisory board is sooner abolished by the
Trustees.
3.2. REGULAR MEETINGS. Regular meetings of the Trustees may be held
without call or notice at such places and at such times as the Trustees may from
time to time determine, provided that notice of the first regular meeting
following any such determination shall be given to absent Trustees. A regular
meeting of the Trustees may be held without call or notice immediately after and
at the same place as any special of the shareholders.
3.3. SPECIAL MEETINGS. Special meetings of the Trustees may be held at
any time and at any place designated in the call of the meeting, when called by
the Chairman of the Board, the president or the treasurer or by two or more
Trustees, sufficient notice thereof being given to each Trustee by the secretary
or an assistant secretary or by the officer or one of the Trustees calling the
meeting.
3.4. NOTICE. It shall be sufficient notice to a Trustee to send notice
by mail at least forty-eight hours or by telegram at least twenty-four hours
before the meeting addressed to the Trustee at his or her usual or last known
business or residence address or to give notice to him or her in person or by
telephone at least twenty-four hours before the meeting. Notice of a meeting
need not be given to any Trustee if a written waiver of notice, executed by him
or her before or after the meeting, is filed with the records of the meeting, or
to any Trustee who attends the meeting without protesting prior thereto or at
its commencement the lack of notice to him or her. Neither notice of a meeting
nor waiver of a notice need specify the purposes of the meeting.
3.5. QUORUM. At any meeting of the Trustees one-third of the Trustees
then in office shall constitute a quorum; provided, however, a quorum shall not
be less than two. Any meeting may be
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adjourned from time to time by a majority of the votes cast upon the question,
whether or not a quorum is present, and the meeting may be held as adjourned
without further notice.
Section 4. Officers and Agents
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4.1. ENUMERATION; QUALIFICATION. The officers of the Trust shall be a
president, a treasurer, a secretary and such other officers, if any, as the
Trustees from time to time may elect or appoint in their discretion. The Trust
also may have such agents, if any, as the Trustees from time to time may appoint
in their discretion. Any officer may but need not be a trustee or shareholder.
Any two ro more offices may be held by the same person.
4.2. POWERS. Subject to the other provision of these By-Laws, each
officer shall have, in addition to the duties and powers herein and in the
Declaration of Trust set forth, such duties and powers as are commonly incident
to his or her office as if the Trust were organized as a Massachusetts business
corporation and such other duties and powers as the Trustees may from time to
time designate.
4.3. ELECTION. The president, the treasurer and the secretary shall be
elected annually by the Trustees. Other officers, if any, may be elected
annually or appointed by the Trustees at said meeting or at any other time.
4.4. TENURE. The president, the treasurer and the secretary shall hold
office until their respective successors are chosen and qualified, or in each
case until he or she sooner dies, resigns, is removed or becomes disqualified.
Each agent shall retain his or her authority at the pleasure of the Trustees.
4.5. PRESIDENT AND VICE PRESIDENTS. The president shall be the chief
executive officer of the Trust. The president shall, subject to the control of
the Trustees, have general charge and supervision of the business of the Trust.
Any vice president shall have such duties and powers as shall be designated from
time to time by the Trustees.
4.6. CHAIRMAN OF THE BOARD. If a Chairman of the Board of Trustees is
elected, he shall have the duties and powers specified in these By-Laws and,
except as the Trustees shall otherwise determine, preside at all meetings of the
shareholders and of the Trustees at which he or she is present and have such
other duties and powers as may be determined by the Trustees.
4.7. TREASURER AND CONTROLLER. The treasurer shall be the chief
financial officer of the Trust and subject to any arrangement made by the
Trustees with a bank or trust company or other organization as custodian or
transfer or shareholder services agent, shall be in charge of its valuable
papers and shall have such other duties and powers as may be designated from
time to time by the Trustees or by the president. If at any time there shall be
no controller, the treasurer shall also be the chief accounting officer of the
trust and shall have the duties and powers prescribed herein for the
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controller. Any assistant treasurer shall have such duties and powers as shall
be designated from time to time by the Trustees.
The controller, if any be elected, shall be the chief accounting officer of
the Trust and shall be in charge of its books of account and accounting records.
The controller shall be responsible for preparation of financial statements of
the trust and shall have such other duties and powers as may be designated from
time to time by the Trustees or the president.
4.8. SECRETARY AND ASSISTANT SECRETARIES. The secretary shall record all
proceedings of the shareholders and the Trustees in books to be kept therefor,
which books shall be kept at the principal office of the Trust. In the absence
of the secretary for any meeting of shareholders or Trustees, an assistant
secretary, or if there be none or he or she is absent, a temporary clerk chosen
at the meeting shall record the proceedings thereof in the aforesaid books.
Section 5. Resignation and Removals
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Any Trustee, officer or advisory board member may resign at any time by
delivering his or her resignation in writing to the Chairman of the Board, the
president, the treasurer or the secretary or to a meeting of the Trustees. The
Trustees may remove any officer elected by them with or without cause by the
vote of a majority of the Trustees then in office. Except to the extent
expressly provided in a written agreement with the trust, no Trustee, officer,
or advisory board member resigning, and no officer or advisory board member
removed shall have any right to any compensation for the period following his or
her resignation or removal, or any right to damages on account of such removal.
Section 6. Vacancies
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A vacancy in any office may be filled at any time. Each successor shall
hold office for the unexpired term, and in the case of the president, the
treasurer and the secretary, until his or her successor is chosen and qualified,
or in each case until he or she sooner dies, resigns, is removed or becomes
disqualified.
Section 7. Shares of Beneficial Interest
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7.1. SHARE CERTIFICATES. No certificates certifying the ownership of
shares shall be issued except as the Trustees may otherwise authorize. In the
event that the Trustees authorize the issuance of share certificates, subject to
the provisions of Section 7.3, each shareholder shall be entitled to a
certificate stating the number of shares owned by him or her, in such form as
shall be prescribed from time to time by the trustees. Such certificate shall
be signed by the president or a vice president and by the treasurer or an
assistant treasurer. Such signatures may be facsimiles if the certificate is
signed by a transfer or shareholder services agent or by a registrar, other than
a Trustee, officer or employee
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of the Trust. In case any officer who has signed or show facsimile signature
has been placed on such certificate shall have ceased to be such officer before
such certificate is issued, it may be issued by the Trust with the same effect
as if he or she were such officer at the time of its issue.
In lieu of issuing certificates for shares, the trustees or the transfer or
shareholder services agent may either issue receipts therefor or may keep
accounts upon the books of the Trust for the record holders of such shares, who
shall in either case be deemed, for all purposes hereunder, to be the holders of
certificates for such shares as if they had accepted such certificates and shall
be held to have expressly assented and agreed to the terms hereof.
7.2. LOSS OF CERTIFICATES. In the case of the alleged loss, destruction
or mutilation of a share certificate, a duplicate certificate may be issued in
place thereof, upon such terms as the Trustees may prescribe.
7.3. DISCONTINUANCE OF ISSUANCE OF CERTIFICATES. The Trustees may at any
time discontinue the issuance of share certificates and may, by written notice
to each shareholder, require the surrender of share certificates to the Trust
for cancellation. Such surrender and cancellation shall not affect the
ownership of shares in the Trust.
Section 8. Record Date
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The Trustees may fix in advance a time, which shall not be more than
60 days before the date of any special meeting of shareholders or the date fore
the payment of any dividend or making of any other distribution to shareholders,
as the record date for determining the shareholders having the right to notice
and to vote at such meeting and any adjournment thereof or the right to receive
such dividend or distribution, and in such case only shareholders of record on
such record date shall have such right, notwithstanding any transfer of shares
on the books of the Trust after the record date.
Section 9. Seal
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The seal of the Trust shall, subject to alteration by the Trustees, consist
of a flat-faced circular die with the words "A Massachusetts Voluntary
Association," together with the name of the Trust and the year of its
organization, cut or engraved thereon; but, unless otherwise required by the
Trustees, the seal shall not be necessary to be placed on, and its absence shall
not impair the validity of, any document, instrument or other paper executed and
delivered by or on behalf of the Trust.
Section 10. Execution of Papers
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Except as the trustees may generally or in particular cases authorize the
execution thereof in some other manner, all deeds, leases, transfers, contracts,
bonds, notes, checks, drafts and other obli-
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gations made, accepted or endorsed by the Trust shall be signed, and any
transfers of securities standing in the name of the Trust shall be executed, by
the president or by one of the vice presidents or by the treasurer or by
whomsoever else shall be designated for that purpose by the vote of the trustees
and need not bear the seal of the Trust.
Section 11. Fiscal Year
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The fiscal year of the Trust shall end on such date in each year as the
Trustees shall from time to time determine.
Section 12. Provisions Relating to the Conduct
of the Trust's Business
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12.1. DEALINGS WITH AFFILIATES. The trust shall not purchase or retain
securities issued by an issuer of one or more of the officers or directors of
such issuer is an officer or Trustee of the Trust or officer or director of any
organization, association or corporation with which the Trust has an investment
advisory or management contract ("investment adviser" or "manager"), if to the
knowledge of the Trust one or more of such officers or Trustee of the Trust or
such officers or directors of such investment adviser or manager owns
beneficially more than one-half of one percent of the shares or securities of
such issuer and such officers, Trustees and directors owning more than one-half
of one percent of such shares or securities together own beneficially more than
five percent of such outstanding shares or securities. Each Trustee and officer
of the Trust shall give notice to the secretary of the identify of all issuers
whose securities are held by the Trust of which such officer or Trustee owns as
much as one-half of one percent of the outstanding securities, and the Trust
shall not be charged with the knowledge of such holdings in the absence of
receiving such notice if the Trust has requested such information not less often
than quarterly.
Subject to the provisions of the preceding paragraph, no officer, Trustee
or agent of the Trust and no officer, director or agent of the investment
adviser or manager shall deal for or on behalf of the Trust with himself as
principal or agent, or with any partnership, association or corporation in which
he has a material financial interest; provided that the foregoing provisions
shall not prevent (a) officers and trustees of the Trust from buying, holding or
selling shares in the Trust, or from being partners, officers or directors of or
financially interested in any investment adviser or manager to the Trust or in
an corporation, firm or association which may at any time have a distributor's
or principal underwriter's contract with the Trust; (b) purchases or sales of
securities or other property if such transaction is permitted by or is exempt or
exempted from the provisions of the Investment Company Act of 1940 or any rule
or regulation thereunder and if such transaction does not involve any commission
or profit to any security dealer who is, or one of mor of hose partners,
shareholders, officers or directors is, an officer of Trustee of the trust or an
officer or director of the investment adviser, manager or principal underwriter
of the Trust; (c) employment of legal counsel, registrar, transfer agent,
shareholder services agent, dividend disbursing agent or custodian who is, or
has a partner,
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stockholder, officer or director who is, an officer or Trustee of the Trust;
(d) sharing statistical, research and management expenses, including personnel
and services, with any other company in which an officer or Trustee of the trust
is an officer or director or financially interested.
12.2. RIGHT TO ENGAGE IN BUSINESS. Any officer or Trustee of the Trust,
the investment adviser, the manager, and any officers or directors of the
investment adviser or manager may have personal business interests and may
engage in personal business activities.
12.3. DEALING IN SECURITIES OF THE TRUST. The Trust, the investment
adviser, the manager, any corporation, firm or association which may at any time
have an exclusive distributor's or principal underwriter's contract with the
Trust (the "distributor") and the officers and Trustees of the Trust and
officers and directors of every investment adviser, manager and distributor,
shall not take long or short positions in the securities of the Trust, except
that:
(a) the distributor may place orders with the Trust for its
shares equivalent to orders received by the distributor;
(b) shares of the Trust may be purchased at not less than net
asset value for investment by the investment adviser, manager, and by
officers and directors of the distributor, investment adviser, or the Trust
and by any trust, pension, profit-sharing or other benefit plan for such
persons, no such purchase to be in contravention of any applicable state or
federal requirements.
12.4. LIMITATION ON CERTAIN LOANS. The Trust shall not make loans to any
officer, Trustee or employee of the Trust or any investment adviser, manager or
distributor or their respective officers, directors or partners or employees.
12.5. CUSTODIAN. All securities and cash owned by the Trust shall be
maintained in the custody of one or more banks or trust companies having
(according to its last published report) not less than two million dollars
($2,000,000) aggregate capital, surplus and undivided profits (any such bank or
trust company is hereinafter referred to as the "custodian"); provided, however,
the custodian may deliver securities as collateral on borrowings effected by the
Trust, provided that such delivery shall be conditioned upon receipt of the
borrowed funds by the custodian except where additional collateral is being
pledged on an outstanding loan and the custodian may deliver securities lent y
the Trust against receipt of initial collateral specified by the Trust. Subject
to such rules, regulations and orders, if any, as the Securities and exchange
Commission (the "Commission") may adopt, the Trust may, or may permit any
custodian to, deposit all or any part of the securities owned by the Trust in a
system for the central handling of securities operated by the Federal Reserve
Banks, or established by a national securities exchange or national securities
association registered with the Commission under the Securities Exchange Act of
1934, or such other person as may be permitted by the Commission, pursuant to
which system all securities of any particular class or series of any issue
deposited with the system are treated as fungible and may be transferred or
pledged by bookkeeping entry, without physical delivery of such securities.
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The Trust shall upon the resignation or inability to serve of its custodian
or upon change of the custodian:
(a) in the case of such resignation or inability to serve use
its best efforts to obtain a successor custodian;
(b) require that the cash and securities owned by this
corporation be delivered directly to the successor custodian; and
(c) in the event that no successor custodian can be found,
submit to the shareholders, before permitting delivery of the cash and
securities owned by this Trust otherwise than to a successor custodian, the
question whether or not this Trust shall be liquidated or shall function
without a custodian.
12.6. REPORTS TO SHAREHOLDERS; DISTRIBUTIONS FROM REALIZED GAINS. The
Trust shall send to each shareholder of record at least annually a statement of
the condition of the Trust and of the results of its operation, containing all
information required by applicable laws or regulations.
Section 13. Amendments
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These By-Laws may be amended or repealed, in whole or in part, by a
majority of the Trustees then in office at any meeting of the Trustees, or by
one or more writings signed by such majority.
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