AMENDED
SHAREHOLDER SERVICE 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, 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 shareholder 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 shareholder services to Clients who may from time to
time beneficially own Shares:
(i) maintaining accounts relating to Clients that invest in
Shares;
(ii) arranging for bank wires;
(iii) responding to Clients' inquiries relating to the services
performed by the Distributor or any service provider;
(iv) responding to Clients' inquiries concerning their investments
in Shares; and
(v) assisting Clients in changing dividend options, account
designations and addresses.
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.
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 Fund that has issued Shares will pay
to the Distributor a fee, as agreed from time to time, at an annual rate of up
to 0.25% (twenty-five 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.
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 Investment Company Act of 1940.
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
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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, any obligations of the Trust with respect to any one Portfolio shall
not be binding upon any other Fund.
By their signatures, the Trust and the Distributor agree to the terms of this
Agreement.
SEI INVESTMENTS DISTRIBUTION CO.
By:
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Name:
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Title:
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Date:
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SEI INSTITUTIONAL INVESTMENTS TRUST
By:
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Name:
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Title:
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Date:
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