SEIM / SEI Exchange Traded Funds - SEI Enhanced U.S. Large Cap Momentum Factor ETF - Документы SEC, Годовой отчет, Доверенное заявление

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A/A Amendment No. 1 FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 SEI EXCHANGE TRADED FUNDS (Ex

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A/A Amendment No. 1 FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 SEI EXCHANGE TRADED FUNDS (Exact name of registrant as specified in its charter) Delaware (State of incorporation or organization) See Below (I.R.S. Employer Identification No.) S

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 SEI EXCHANGE TRADED FUNDS (Exact name of regist

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 SEI EXCHANGE TRADED FUNDS (Exact name of registrant as specified in its charter) Delaware (State of incorporation or organization) See Below (I.R.S. Employer Identification No.) SEI Investments Com

SCHEDULE I TO THE AMENDED AND RESTATED ADMINISTRATION AGREEMENT BETWEEN SEI EXCHANGE TRADED FUNDS, SEI INVESTMENTS GLOBAL FUNDS SERVICES AND SEI INVESTMENTS MANAGEMENT CORPORATION AS OF MAY 13, 2022 AS AMENDED JULY 31, 2024 AND JUNE 1, 2025

Echibit 99.B(13)(b) SCHEDULE I TO THE AMENDED AND RESTATED ADMINISTRATION AGREEMENT BETWEEN SEI EXCHANGE TRADED FUNDS, SEI INVESTMENTS GLOBAL FUNDS SERVICES AND SEI INVESTMENTS MANAGEMENT CORPORATION AS OF MAY 13, 2022 AS AMENDED JULY 31, 2024 AND JUNE 1, 2025 Funds · SEI Enhanced U.S. Large Cap Quality Factor ETF · SEI Enhanced U.S. Large Cap Momentum Factor ETF · SEI Enhanced U.S. Large Cap Valu

As filed with the Securities and Exchange Commission on June 25, 2025

As filed with the Securities and Exchange Commission on June 25, 2025 Securities Act File No.

June 25, 2025

Exhibit 99.B(11) June 25, 2025 SEI Exchange Traded Funds One Freedom Valley Drive Oaks, Pennsylvania 19456 Re: Opinion of Counsel regarding the Registration Statement filed on Form N-14 under the Securities Act of 1933 Ladies and Gentlemen: We have acted as counsel to SEI Exchange Traded Funds, a Delaware statutory trust (the “Trust”), in connection with the above-referenced registration statement

SEI EXCHANGE TRADED FUNDS POWER OF ATTORNEY

Exhibit 99.B(16)(a) SEI EXCHANGE TRADED FUNDS POWER OF ATTORNEY I, the undersigned trustee and officer of SEI Exchange Traded Funds, a Delaware statutory trust (the “Trust”), do hereby constitute and appoint the Chief Executive Officer, Chief Financial Officer and Secretary of the Trust, and each of them singly, my true and lawful attorneys, with full power to them and each of them, to sign for me

Morgan, Lewis & Bockius LLP

Exhibit 99.B(12) Morgan, Lewis & Bockius LLP 2222 Market Street Philadelphia, PA 19103 www.morganlewis.com [•], 2025 Board of Trustees SEI Institutional Managed Trust One Freedom Valley Drive Oaks, Pennsylvania 19456 Board of Trustees SEI Exchange Traded Funds One Freedom Valley Drive Oaks, Pennsylvania 19456 Re: Agreement and Plan of Reorganization, dated as of [•], 2025 (the “Agreement”), by and

SEI EXCHANGE TRADED FUNDS POWER OF ATTORNEY

Exhibit 99.B(16)(b) SEI EXCHANGE TRADED FUNDS POWER OF ATTORNEY I, the undersigned officer of SEI Exchange Traded Funds, a Delaware statutory trust (the “Trust”), do hereby constitute and appoint the Chief Executive Officer and Secretary of the Trust, and each of them singly, my true and lawful attorneys, with full power to them and each of them, to sign for me and in my name and the capacity list

SCHEDULE A TO THE DISTRIBUTION AGREEMENT BETWEEN SEI EXCHANGE TRADED FUNDS, SEI INVESTMENTS DISTRIBUTION CO. AND SEI INVESTMENTS MANAGEMENT CORPORATION AS OF MARCH 30, 2022 AS AMENDED JULY 31, 2024 AND JUNE 1, 2025 List of Funds

Exhibit 99.B(7)(b) SCHEDULE A TO THE DISTRIBUTION AGREEMENT BETWEEN SEI EXCHANGE TRADED FUNDS, SEI INVESTMENTS DISTRIBUTION CO. AND SEI INVESTMENTS MANAGEMENT CORPORATION AS OF MARCH 30, 2022 AS AMENDED JULY 31, 2024 AND JUNE 1, 2025 List of Funds 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

INVESTMENT SUB-ADVISORY AGREEMENT SEI EXCHANGE TRADED FUNDS

Exhibit 99.B(6)(e) INVESTMENT SUB-ADVISORY AGREEMENT SEI EXCHANGE TRADED FUNDS AGREEMENT made as of this 1st day of June, 2025 between SEI Investments Management Corporation (the “Adviser”) and Dynamic Beta Investments LLC (the “Sub-Adviser”). WHEREAS, SEI Exchange Traded Fund, a Delaware statutory trust (the “Trust”), is registered as an open-end management investment company under the Investment

Consent of Independent Registered Public Accounting Firm

Exhibit 99.B(14)(b) Consent of Independent Registered Public Accounting Firm We consent to the use of our report dated November 27, 2024, with respect to the financial statements of the Liquid Alternative Fund, a series of the SEI Institutional Managed Trust, as of September 30, 2024, incorporated herein by reference, and to the references to our firm under the headings “Financial Highlights” and

Authorization for Attorneys-in-Fact to Sign the Registration Statements on Behalf of the Chief Executive Officer and the Chief Financial Officer

Exhibit 99.B(17) Authorization for Attorneys-in-Fact to Sign the Registration Statements on Behalf of the Chief Executive Officer and the Chief Financial Officer VOTED: That the Chief Executive Officer and Chief Financial Officer of the Trust are granted the authority to execute a power of attorney in favor of other appropriate persons, as determined by such officers, for the purpose of signing th

June 25, 2025

Exhibit 99.B(14)(a) June 25, 2025 SEI Exchange Traded Funds One Freedom Valley Drive Oaks, Pennsylvania 19456 Re: Registration Statement Filed on Form N-14 under the Securities Act of 1933 Ladies and Gentlemen: We hereby consent to the references to our Firm and the discussion of our Firm’s opinions regarding certain tax matters (the “Opinions”) in SEI Exchange Traded Funds’ Registration Statement

SCHEDULE A TO THE INVESTMENT ADVISORY AGREEMENT BETWEEN SEI EXCHANGE TRADED FUNDS AND SEI INVESTMENTS MANAGEMENT CORPORATION AS OF MARCH 30, 2022 AS AMENDED JULY 31, 2024 AND JUNE 1, 2025 SEI Enhanced U.S. Large Cap Quality Factor ETF SEI Enhanced U.

Exhibit 99.B(6)(b) SCHEDULE A TO THE INVESTMENT ADVISORY AGREEMENT BETWEEN SEI EXCHANGE TRADED FUNDS AND SEI INVESTMENTS MANAGEMENT CORPORATION AS OF MARCH 30, 2022 AS AMENDED JULY 31, 2024 AND JUNE 1, 2025 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 SEI Se

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 SEI EXCHANGE TRADED FUNDS (Exact name of regist

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 SEI EXCHANGE TRADED FUNDS (Exact name of registrant as specified in its charter) Delaware (State of incorporation or organization) See Below (I.R.S. Employer Identification No.) SEI Investments Com

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defin

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549   SCHEDULE 14A   Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934   Filed by the Registrant [X] Filed by a Party other than the Registrant [ ]   Check the appropriate box: [   ]            Preliminary Proxy Statement [   ]            Confidential, for Use of the Commission Only (as permitted by

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549   SCHEDULE 14A   Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934   Filed by the Registrant [X] Filed by a Party other than the Registrant [ ]   Check the appropriate box: [   ]            Preliminary Proxy Statement [   ]            Confidential, for Use of the Commission Only (as permitted by

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant [X] Filed by a Party other than the Registrant [ ] Check the appropriate box: [ ] Preliminary Proxy Statement [ ] Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) [ ] Definitive P

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

  UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549   SCHEDULE 14A   Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934   Filed by the Registrant [X] Filed by a Party other than the Registrant [ ]   Check the appropriate box: [   ]            Preliminary Proxy Statement [   ]            Confidential, for Use of the Commission Only (as permitted b

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant [X] Filed by a Party other than the Registrant [ ] Check the appropriate box: [   ] Preliminary Proxy Statement [   ] Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) [X] Definiti

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defin

Lauren A. Engel

Lauren A. Engel Associate 215.963.5503 July 29, 2024 FILED AS EDGAR CORRESPONDENCE Ms. Ellie Quarles U.S. Securities and Exchange Commission Division of Investment Management 100 F Street, NE Washington, D.C. 20549 Re: Response letter to follow-up comments on Post-Effective Amendment No. 3 to the Registration Statement of SEI Exchange Traded Funds (File Nos. 333-260611 and 811-23754) Dear Ms. Quar

Lauren A. Engel

Lauren A. Engel Associate 215.963.5503 July 23, 2024 FILED AS EDGAR CORRESPONDENCE Ms. Ellie Quarles U.S. Securities and Exchange Commission Division of Investment Management 100 F Street, NE Washington, D.C. 20549 Re: Response letter to comments on Post-Effective Amendment No. 3 to the Registration Statement of SEI Exchange Traded Funds (File Nos. 333-260611 and 811-23754) Dear Ms. Quarles: On be

SCHEDULE OF INVESTMENTS (Unaudited)

NPORT-EX 2 fp0080446-1nportex.htm SCHEDULE F SCHEDULE OF INVESTMENTS (Unaudited) June 30, 2022 SEI Enhanced U.S. Large Cap Quality Factor ETF Description Shares Market Value ($ Thousands) COMMON STOCK — 99.3% Communication Services — 8.7% Alphabet, Cl A * 186 $ 405 Meta Platforms, Cl A * 1,295 209 World Wrestling Entertainment, Cl A 406 25 639 Consumer Discretionary — 12.3% Amazon.com * 380 41 Aut

SCHEDULE OF INVESTMENTS (Unaudited)

NPORT-EX 2 fp0080446-1nportex.htm SCHEDULE F SCHEDULE OF INVESTMENTS (Unaudited) June 30, 2022 SEI Enhanced U.S. Large Cap Quality Factor ETF Description Shares Market Value ($ Thousands) COMMON STOCK — 99.3% Communication Services — 8.7% Alphabet, Cl A * 186 $ 405 Meta Platforms, Cl A * 1,295 209 World Wrestling Entertainment, Cl A 406 25 639 Consumer Discretionary — 12.3% Amazon.com * 380 41 Aut

SCHEDULE OF INVESTMENTS (Unaudited)

NPORT-EX 2 fp0080446-1nportex.htm SCHEDULE F SCHEDULE OF INVESTMENTS (Unaudited) June 30, 2022 SEI Enhanced U.S. Large Cap Quality Factor ETF Description Shares Market Value ($ Thousands) COMMON STOCK — 99.3% Communication Services — 8.7% Alphabet, Cl A * 186 $ 405 Meta Platforms, Cl A * 1,295 209 World Wrestling Entertainment, Cl A 406 25 639 Consumer Discretionary — 12.3% Amazon.com * 380 41 Aut

SCHEDULE OF INVESTMENTS (Unaudited)

NPORT-EX 2 fp0080446-1nportex.htm SCHEDULE F SCHEDULE OF INVESTMENTS (Unaudited) June 30, 2022 SEI Enhanced U.S. Large Cap Quality Factor ETF Description Shares Market Value ($ Thousands) COMMON STOCK — 99.3% Communication Services — 8.7% Alphabet, Cl A * 186 $ 405 Meta Platforms, Cl A * 1,295 209 World Wrestling Entertainment, Cl A 406 25 639 Consumer Discretionary — 12.3% Amazon.com * 380 41 Aut

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 SEI EXCHANGE TRADED FUNDS (Exact name of regist

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 SEI EXCHANGE TRADED FUNDS (Exact name of registrant as specified in its charter) Delaware (State of incorporation or organization) See Below (I.R.S. Employer Identification No.) SEI Investments Com

(m) Plan of Distribution pursuant to Rule 12b-1, dated January 19, 2022

Exhibit 99.B(m) SEI EXCHANGE TRADED FUNDS PLAN OF DISTRIBUTION PURSUANT TO RULE 12B-1 UNDER THE INVESTMENT COMPANY ACT OF 1940 WHEREAS, SEI Exchange Traded Funds, a Delaware statutory trust (the “Trust”), is (or will be) registered under the Investment Company Act of 1940, as amended (the “1940 Act”), as an open-end investment management company, and offers for public sale shares of beneficial int

May 4, 2022

May 4, 2022 VIA EDGAR U.S. Securities and Exchange Commission 100 F Street, NE Washington, DC 20549 Re: SEI Exchange Traded Funds: Initial Registration Statement on Form N-1A (File Nos. 333-260611 and 811-23754) Ladies and Gentlemen: On behalf of our client, SEI Exchange Traded Funds (the “Trust”), we are filing the Trust’s Pre-Effective Amendment No. 2 to the Trust’s registration statement on For

(p)(3) Code of Ethics for SIDCo., dated August 21, 2020

EX-99.B(P)(3) 13 tm229726d1ex99-bp3.htm EXHIBIT 99.B(P)(3) Exhibit 99.B(p)(3) Contents SECTION 1 – INTRODUCTION 2 I. GENERAL POLICY 2 SECTION 2 – USING THIS CODE OF ETHICS 3 I. ANNUAL CERTIFICATION 3 II. RESTRICTION ON USE 3 III. DUTY TO REPORT VIOLATIONS OF THE CODE 3 SECTION 3 – CONFIDENTIAL INFORMATION 3 SECTION 4 – PROHIBITION AGAINST FRAUD, DECEIT AND MANIPULATION 4 SECTION 5 – EXCESSIVE TRAD

(p)(4) Code of Ethics for SIGFS, dated October 2021

Exhibit 99.B(p)(4) SEI Investments Global Funds Services Code of Ethics NOTE: ? This document is very important. Please take the time to read it thoroughly before you submit the required annual certification. ? Any questions regarding this Code of Ethics should be referred to a member of the SEI Compliance Department. See page 2 for more information. ? A copy of this Code may be accessed on the SE

(i) Opinion and Consent of Counsel (filed herewith)

EX-99.B(I) 7 tm229726d1ex99-bi.htm EXHIBIT 99.B(I) Exhibit 99.B(i) May 4, 2022 SEI Exchange Traded Funds One Freedom Valley Drive Oaks, Pennsylvania 19456 Re: Opinion of Counsel regarding Pre-Effective Amendment No. 2 to the Registration Statement filed on Form N-1A under the Securities Act of 1933 (File No. 333-260611) Ladies and Gentlemen: We have acted as counsel to the SEI Exchange Traded Fund

(a)(2) Registrant's Agreement and Declaration of Trust, dated January 13, 2022 (filed herewith)

EX-99.B(A)(2) 2 tm229726d1ex99-ba2.htm EXHIBIT 99.B(A)(2) Exhibit 99.B(a)(2) AGREEMENT AND DECLARATION OF TRUST of SEI EXCHANGE TRADED FUNDS a Delaware Statutory Trust Principal Place of Business: One Freedom Valley Drive Oaks, Pennsylvania 19456 AGREEMENT AND DECLARATION OF TRUST OF SEI EXCHANGED TRADED FUNDS TABLE OF CONTENTS ARTICLE I - NAMES AND DEFINITIONS 1 Name 1 Definitions 1 ARTICLE II -

(p)(1) Code of Ethics for the Registrant, dated March 2022

EX-99.B(P)(1) 11 tm229726d1ex99-bp1.htm EXHIBIT 99.B(P)(1) Exhibit 99.B(p)(1) Code of Ethics (Rule 17j-1) CODE OF ETHICS (RULE 17j-1) This policy applies to all Trusts identified in Appendix I Compliance Monitoring Responsibility Monitoring Frequency Recordkeeping Responsibility Periodic Testing Funds, Adviser SEI-GFS Continuous SEI-GFS Adviser Quarterly Policy Statement: The Funds have adopted a

(p)(2) Code of Ethics for SIMC, dated August 23, 2021

Exhibit 99.B(p)(2) Contents SECTION 1 ? Introduction 3 A. General Policy 3 B. Rebuttal of Presumption of Access Person Status 3 SECTION 2 ? Using This Code of Ethics 4 A. Annual Certification 4 B. Restriction on Use 4 C. Duty to Report Violations of the Code 4 SECTION 3 ? Confidential Information 4 SECTION 4 ? Prohibition Against Fraud, Deceit and Manipulation 5 SECTION 5 ? Excessive Trading of Sh

(g)(1) Custodian and Transfer Agent Agreement between Registrant and Brown Brothers Harriman & Co., dated March 30, 2022

EX-99.B(G)(1) 6 tm229726d1ex99-bg1.htm EXHIBIT 99.B(G)(1) Exhibit 99.B(g)(1) Execution Version CUSTODIAN AND TRANSFER AGENT AGREEMENT THIS AGREEMENT (this Agreement), dated as of March 30, 2022, between SEI EXCHANGE TRADED FUNDS (the Fund, including its separate series, the Portfolios), an open-end management investment company organized under the laws of the State of Delaware and registered with

(e)(1) Distribution Agreement between the Registrant and SEI Investments Distribution Co. (“SIDCo.”), dated March 30, 2022

Exhibit 99.B(e)(1) DISTRIBUTION AGREEMENT THIS DISTRIBUTION AGREEMENT (this “Agreement’) is made as of this 30th day of March 2022, between and among SEI Exchange Traded Funds (the “Company”), a Delaware statutory trust, SEI Investments Distribution Co. (the “Distributor”), a Pennsylvania corporation, and, solely with respect to Section 7, SEI Investments Management Corporation, a Delaware corpora

(l) Initial Capital Agreement between the Registrant and SIMC, dated March 28, 2022

EX-99.B(L) 9 tm229726d1ex99-bl.htm EXHIBIT 99.B(L) Exhibit 99.B(l) SEI Investments Company One Freedom Valley Drive Oaks, Pennsylvania 19456 March 28, 2022 SEI Exchange Traded Funds One Freedom Valley Drive Oaks, Pennsylvania 19456 Re: Subscription for the Purchase of Shares of Beneficial Interest of SEI Exchange Traded Funds Ladies and Gentlemen: SEI Investments Company (hereinafter, “we”) hereby

(b) Registrant's By-Laws, dated January 13, 2022

Exhibit 99.B(b) BY-LAWS OF ?????????????????????SEI EXCHANGE TRADED FUNDS????????????????????? Section 1.?????????Agreement and Declaration of Trust and Principal Office 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 Exchange Traded Funds, the Delaware s

U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM N-1A REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 x PRE-EFFECTIVE AMENDMENT NO. 2 x POST-EFFECTIVE AMENDMENT NO. ¨ REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT

N-1A/A 1 tm229726d1n1aa.htm N-1A/A As filed with the U.S. Securities and Exchange Commission on May 4, 2022 File No. 333-260611 File No. 811-23754 U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM N-1A REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 x PRE-EFFECTIVE AMENDMENT NO. 2 x POST-EFFECTIVE AMENDMENT NO. ¨ and REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT

(d)(1) Investment Advisory Agreement between the Registrant and SEI Investments Management Corporation (“SIMC”), dated March 30, 2022

Exhibit 99.B(d)(1) SEI EXCHANGE TRADED FUNDS INVESTMENT ADVISORY AGREEMENT 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?). WHEREAS, the Trust is registered as an open-end management investment company under the Investment Company Act of 1940, as amended (the ?

(j) Consent of Independent Registered Public Accounting Firm (filed herewith)

Exhibit 99.B(j) Consent of Independent Registered Public Accounting Firm We consent to the use of our report dated May 3, 2022, with respect to the financial statements of SEI Exchange Traded Funds, comprised of the 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, and SEI Enhanced Low Volatility U.S. Larg

(q)(1) Power of Attorney, dated February 4, 2022

Exhibit 99.B(q)(1) SEI EXCHANGE TRADED FUNDS TRUST POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned trustees of the above-referenced open-end management investment company registered under the Investment Company Act of 1940, as amended (the ?Trust?), a Delaware statutory trust, hereby constitute and appoint Robert A. Nesher, Timothy D. Barto, Peter Rodriguez, Timothy W. L

(g)(1) Form of Custodian and Transfer Agent Agreement between Registrant and Brown Brothers Harriman & Co. (filed herewith)

Exhibit 99.B(g)(1) FORM OF CUSTODIAN AND TRANSFER AGENT AGREEMENT THIS AGREEMENT (this Agreement), dated as of , 2022, between SEI EXCHANGE TRADED FUNDS TRUST (the Fund, including its separate series, the Portfolios), an open-end management investment company organized under the laws of the State of Delaware and registered with the Commission under the Investment Company Act of 1940 (the 1940 Act)

February 4, 2022

February 4, 2022 VIA EDGAR U.S. Securities and Exchange Commission 100 F Street, NE Washington, DC 20549 Re: SEI Exchange Traded Funds: Initial Registration Statement on Form N-1A (File Nos. 333-260611 and 811-23754) Ladies and Gentlemen: On behalf of our client, SEI Exchange Traded Funds (the “Trust”), we are filing the Trust’s Pre-Effective Amendment No. 1 to the Trust’s registration statement o

U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM N-1A REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 x PRE-EFFECTIVE AMENDMENT NO. 1 x POST-EFFECTIVE AMENDMENT NO. ¨ REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT

N-1A/A 1 tm225303d1n1aa.htm N-1A/A As filed with the U.S. Securities and Exchange Commission on February 4, 2022 File No. 333-260611 File No. 811-23754 U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM N-1A REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 x PRE-EFFECTIVE AMENDMENT NO. 1 x POST-EFFECTIVE AMENDMENT NO. ¨ and REGISTRATION STATEMENT UNDER THE INVESTMENT COMPAN

(e)(1) Form of Distribution Agreement between the Registrant and SEI Investments Distribution Co. (“SIDCo.”) (filed herewith)

Exhibit 99.B(e)(1) FORM OF DISTRIBUTION AGREEMENT THIS DISTRIBUTION AGREEMENT (this ?Agreement?) is made as of this day of 2022, between and among SEI Exchange Traded Funds Trust (the ?Company?), a Delaware statutory trust, SEI Investments Distribution Co. (the ?Distributor?), a Pennsylvania corporation, and, solely with respect to Section 7, SEI Investments Management Corporation, a Delaware corp

(a)(2) Registrant's Agreement and Declaration of Trust, dated January 13, 2022 (filed herewith)

Exhibit 99.B(a)(2) AGREEMENT AND DECLARATION OF TRUST of SEI EXCHANGE TRADED FUNDS TRUST a Delaware Statutory Trust Principal Place of Business: One Freedom Valley Drive Oaks, Pennsylvania 19456 AGREEMENT AND DECLARATION OF TRUST OF SEI EXCHANGED TRADED FUNDS TRUST TABLE OF CONTENTS ARTICLE I - NAMES AND DEFINITIONS 1 Name 1 Definitions 1 ARTICLE II - PURPOSE OF THE TRUST 2 ARTICLE III ? SHARES 3

(d)(1) Form of Investment Advisory Agreement between the Registrant and SEI Investments Management Corporation (“SIMC”) (filed herewith)

Exhibit 99.B(d)(1) SEI EXCHANGE TRADED FUNDS FORM OF INVESTMENT ADVISORY AGREEMENT AGREEMENT made this day of , 2022, by and between SEI Exchange Traded Funds, a Delaware statutory trust (the ?Trust?), and SEI Investments Management Corporation (the ?Adviser?). WHEREAS, the Trust is registered as an open-end management investment company under the Investment Company Act of 1940, as amended (the ?1

(b) Registrant's By-Laws, dated January 13, 2022 (filed herewith)

EX-99.B(B) 3 tm225303d1ex99bb.htm EXHIBIT 99.B(B) Exhibit 99.B(b) BY-LAWS OF SEI EXCHANGE TRADED FUNDS TRUST Section 1. Agreement and Declaration of Trust and Principal Office 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 Exchange Traded Funds Trust,

(h)(1) Form of Administration Agreement between the Registrant and SEI Global Funds Services (filed herewith)

Exhibit 99.B(h)(1) FORM OF ADMINISTRATION AGREEMENT THIS ADMINISTRATION AGREEMENT (this ?Agreement?) is made as of the day of , 2022 (the ?Effective Date?), by and between SEI Exchange Traded Funds Trust (the ?Trust?), a statutory trust formed under the laws of the State of Delaware, and SEI Investments Global Funds Services (the ?Administrator?). SEI Investments Management Corporation (the ?Advis

(m) Form of Registrant’s Distribution Plan (filed herewith)

Exhibit 99.B(m) SEI EXCHANGE TRADED FUNDS TRUST FORM OF PLAN OF DISTRIBUTION PURSUANT TO RULE 12B-1 UNDER THE INVESTMENT COMPANY ACT OF 1940 WHEREAS, SEI Exchange Traded Funds Trust, a Delaware statutory trust (the ?Trust?), is (or will be) registered under the Investment Company Act of 1940, as amended (the ?1940 Act?), as an open-end investment management company, and offers for public sale shar

(a)(1) Certificate of Trust, dated October 7, 2021, of SEI Exchange Traded Funds (the "Registrant")

Delaware Page 1 The First State I, JEFFREY W. BULLOCK, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF STATUTORY TRUST REGISTRATION OF ?SEI EXCHANGE TRADED FUNDS?, FILED IN THIS OFFICE ON THE SEVENTH DAY OF OCTOBER, A.D. 2021, AT 3:37 O`CLOCK P.M. 6291112 8100 Authentication: 204358703 SR# 20213456591 Date: 10-08-21 You m

(b) Form of Registrant's By-Laws (filed herewith)

Exhibit 99.b(b) FORM OF BY-LAWS OF SEI EXCHANGE TRADED FUNDS TRUST Section 1. Agreement and Declaration of Trust and Principal Office 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 Exchange Traded Funds Trust, the Delaware statutory trust established by the Declara

U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM N-1A REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 x POST-EFFECTIVE AMENDMENT NO. ¨ REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 ¨ AMENDMENT NO. ¨ SEI EX

As filed with the U.S. Securities and Exchange Commission on October 29, 2021 File No. [XX] File No. 811-23754 U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM N-1A REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 x POST-EFFECTIVE AMENDMENT NO. ? and REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 ? AMENDMENT NO. ? SEI EXCHANGE TRADED FUNDS TRUST (Exact Na

(a)(2) Form of Registrant's Agreement and Declaration of Trust (filed herewith)

Exhibit 99.b(a)(2) FORM OF AGREEMENT AND DECLARATION OF TRUST of SEI EXCHANGE TRADED FUNDS TRUST a Delaware Statutory Trust Principal Place of Business: One Freedom Valley Drive Oaks, Pennsylvania 19456 FORM OF AGREEMENT AND DECLARATION OF TRUST OF SEI EXCHANGED TRADED FUNDS TRUST [TABLE OF CONTENTS] ARTICLE I - NAMES AND DEFINITIONS 1 Name 1 Definitions 3 ARTICLE II - PURPOSE OF THE TRUST 3 ARTIC

SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM N-8A NOTIFICATION OF REGISTRATION FILED PURSUANT TO SECTION 8(a) OF THE INVESTMENT COMPANY ACT OF 1940

SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM N-8A NOTIFICATION OF REGISTRATION FILED PURSUANT TO SECTION 8(a) OF THE INVESTMENT COMPANY ACT OF 1940 The undersigned investment company hereby notifies the Securities and Exchange Commission that it registers under and pursuant to the provisions of Section 8(a) of the Investment Company Act of 1940 and in connection with such notification of registration submits the following information: Name: SEI Exchange Traded Funds Trust Address of Principal Business Office (No.