Exhibit 99.b(d)(4)
AMENDMENT TO INVESTMENT SUB-ADVISORY AGREEMENT
Amendment dated as of July 16, 2003 to the Investment Sub-Advisory
Agreement between SEI Investments Management Corporation (the "Adviser") and
Barclays Global Fund Advisors (the "Sub-Adviser") with respect to the SEI Index
Funds' S&P 500 Index Fund (the "Fund").
WITNESSETH:
WHEREAS, Adviser and Sub-Adviser have entered into an Investment
Sub-Advisory Agreement (the "Agreement") dated January 10, 2002, pursuant to
which the Sub-Adviser renders investment sub-advisory services to the Fund;
WHEREAS, Section 1(h) of the Agreement provides that (i) the Sub-Adviser
shall review all proxy solicitation materials and be responsible for voting and
handling all proxies in relation to the securities held as Assets in the Fund;
and (ii) the Adviser shall instruct the custodian and other parties providing
services to the Fund to promptly forward misdirected proxies to the Sub-Adviser;
WHEREAS, the Adviser and the Sub-Adviser desire to amend Section 1(h) of
the Agreement for the purpose of revising the duties and responsibilities of the
Adviser and Sub-Adviser with regard to reviewing proxy solicitation materials
and responsibility for voting and handling proxies in relation to the securities
held as Assets in the Fund; and
WHEREAS, the Adviser and Sub-Adviser also desire to amend certain
provisions of the Agreement to reflect amendments by the U.S. Securities and
Exchange Commission to Rules 10f-3, 12d3-1 and 17e-1 and adoption of new Rule
17a-10 under the Investment Company Act of 1940, as amended.
NOW THEREFORE, in consideration of the foregoing and the mutual
covenants herein contained, the parties hereby agree as follows:
Section 1(h) of the Agreement is amended and restated as follows:
(h) (i) Except under the circumstances set forth in subsection
(ii), the Sub-Adviser shall not be responsible for
reviewing proxy solicitation materials or voting and
handling proxies in relation to the securities held as
Assets in the Fund. The Sub-Adviser shall instruct the
custodian and other parties providing services to the
Fund to promptly forward misdirected proxies to the
Adviser.
(ii) The Sub-Adviser hereby agrees that upon 60 days' written
notice from the Adviser, the Sub-Adviser shall assume
responsibility for reviewing proxy solicitation
materials and voting proxies in relation to the
securities held as Assets in the Fund. As of the time as
the Sub-Adviser shall assume such responsibilities with
respect to proxies under this sub-section (ii), the
Adviser shall instruct the
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custodian and other parties providing services to the
Fund to promptly forward misdirected proxies to the
Sub-Adviser.
The following paragraph is added to the Agreement as Section 1(i):
(i) In performance of its duties and obligations under this
Agreement, the Sub-Adviser shall not consult with any other
sub-adviser to the Fund or a sub-adviser to a portfolio that is
under common control with the Fund concerning the Assets, except
as permitted by the policies and procedures of the Fund. The
Sub-Adviser shall not provide investment advice to any assets of
the Fund other than the Assets.
Except as expressly superseded or modified by this Amendment, the terms
and provisions of the Agreement shall continue to apply with full force and
effect.
IN WITNESS WHEREOF, the parties have caused this Amendment to be
executed by their officers designated below as of the day and year first written
above.
SEI INVESTMENTS MANAGEMENT CORPORATION BARCLAYS GLOBAL FUND ADVISORS
By: /s/ Xxxx Xxxxxxxxx By: /s/ Xxxxxxx Xxxxxx
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Name: Xxxx Xxxxxxxxx Name: Xxxxxxx Xxxxxx
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Title: Senior Vice President Title: Managing Director
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BARCLAYS GLOBAL FUND ADVISORS
By: /s/ Xxxxxx X. Xxxx
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Name: Xxxxxx X. Xxxx
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Title: Principal
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