INVESTMENT SUB-ADVISORY AGREEMENT
SEI INTERNATIONAL TRUST
AGREEMENT made as of the 23rd day of March, 1998, among SEI Investments
Management Corporation, (the "Adviser"), SG Pacific Asset Management, Inc. and
SGY Asset Management (Singapore) Ltd. (collectively the "Sub-Advisers").
WHEREAS, SEI International Trust, a Massachusetts business trust (the
"Trust") is registered as an open-end management investment company under the
Investment Company Act of 1940, as amended (the "1940 Act"); and
WHEREAS, the Adviser has entered into an Investment Advisory Agreement
dated December 16, 1994 (the "Advisory Agreement") with the Trust, pursuant to
which the Adviser will act as investment adviser to the Emerging Markets Equity
Portfolio (the "Portfolio"), which is a separate series of the Trust; and
WHEREAS, the Adviser, with the approval of the Trust, desires to retain the
Sub-Advisers to provide investment advisory services to the Adviser in
connection with the management of the Portfolio, and the Sub-Advisers are
willing to render such investment advisory services.
NOW, THEREFORE, the parties hereto agree as follows:
1. DUTIES OF THE SUB-ADVISERS. Subject to supervision by the Adviser and the
Trust's Board of Trustees, the Sub-Advisers shall manage all of the
securities and other assets of the Portfolio entrusted to it hereunder
(the "Assets"), including the purchase, retention and disposition of the
Assets, in accordance with the Portfolio's investment objectives, policies
and restrictions as stated in the Portfolio's prospectus and statement of
additional information, as currently in effect and as amended or
supplemented from time to time (referred to collectively as the
"Prospectus"), and subject to the following:
(a) The Sub-Advisers shall, in consultation with and subject to the direction
of the Adviser, determine from time to time what Assets will be purchased,
retained or sold by the Portfolio, and what portion of the Assets will be
invested or held uninvested in cash.
(b) In the performance of their duties and obligations under this Agreement,
the Sub-Advisers shall act in conformity with the Trust's Declaration of
Trust (as defined herein) and the Prospectus and with the Instructions and
directions of the Adviser and of the Board of Trustees of the Trust and
will conform to and comply with the requirements of the 1940 Act,
the Internal Revenue Code of 1986, and all other applicable federal and
state laws and regulations, as each is amended from time to time.
(c) The Sub-Advisers shall determine the Assets to be purchased or sold by
the Portfolio as provided in subparagraph (a) and will place orders with
or through such persons, brokers or dealers to carry out the policy with
respect to brokerage set forth in the Portfolio's Registration Statement
(as defined herein) and Prospectus or as the Board of Trustees or the
Adviser may direct from time to time, in conformity with federal securities
laws. In executing Portfolio transactions and selecting brokers or dealers,
the Sub-Advisers will use their 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 Sub-Advisers shall consider all
factors that they deem relevant, including the breadth of the market in the
security, the price of the security, the financial condition and execution
capability of
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the broker or dealer, and the reasonableness of the commission, it 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 Sub-Advisers may
also consider the brokerage and research services provided (as those
terms are defined in Section 28(e) of the Securities Exchange Act of
1934). Consistent with any guidelines established by the Board of
Trustees of the Trust, the Sub-Advisers are authorized to pay to a
broker or dealer who provides such brokerage and research services a
commission for executing a Portfolio transaction for the Portfolio
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
Sub-Advisers determine 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 terms of the overall responsibilities of the
Sub-Advisers to the Portfolio. In addition, the Sub-Advisers are
authorized to allocate purchase and sale orders for securities to
brokers or dealers (including brokers and dealers that are affiliated
with the Adviser, Sub-Advisers or the Trust's principal underwriter) to
take into account the sale of shares of the Trust if the Sub-Advisers
believe that the quality of the transaction and the commission are
comparable to what they would be with other qualified firm. In no
instance, however, will the Portfolio's Assets be purchased from or
sold to the Adviser, Sub-Advisers, the Trust's principal underwriter,
or any affiliated person of either the Trust, Adviser, the Sub-Advisers
or the principal underwriter, acting as principal in the transaction,
except to the extent permitted by the Securities and Exchange
Commission ("SEC") and the 1940 Act.
(d) The Sub-Advisers shall maintain all books and records with respect to
transactions involving the Assets required by subparagraphs (b)(5), (6),
(7), (9), (10) and (11) and paragraph (f) of Rule 31a-1 under the 1940 Act.
The Sub-Advisers shall provide to the Adviser or the Board of Trustees such
periodic and special reports, balance sheets or financial information, and
such other information with regard to their affairs as the Adviser or Board
of Trustees may reasonably request.
The Sub-Advisers shall keep the books and records relating to the Assets
required to be maintained by the Sub-Advisers under this Agreement and
shall timely furnish to the Adviser all information relating to the
Sub-Advisers' services under this Agreement needed by the Adviser to keep
the other books and records of the Portfolio required by Rule 31a-1 under
the 1940 Act. The Sub-Advisers shall also furnish to the Adviser any other
information relating to the Assets that is required to be filed by the
Adviser or the Trust with the SEC or sent to shareholders under the 1940
Act (including the rules adopted thereunder) or any exemptive or other
relief that the Adviser or the Trust obtains from the SEC. The Sub-Advisers
agree that all records that they maintain on behalf of the Portfolio are
property of the Portfolio and the Sub-Advisers will surrender promptly to
the Portfolio any of such records upon the Portfolio's request; provided,
however, that the Sub-Advisers may retain a copy of such records. In
addition, for the duration of this Agreement, the Sub-Advisers shall
preserve for the periods prescribed by Rule 31a-2 under the 1940 Act any
such records as are required to be maintained by them pursuant to this
Agreement, and shall transfer said records to any successor sub-adviser
upon the termination of this Agreement (or, if there is no successor
sub-adviser, to the Adviser).
(e) The Sub-Advisers shall provide the Portfolio's custodian on each business
day with information relating to all transactions concerning the
Portfolio's Assets and shall provide the Adviser with such information upon
request of the Adviser.
(f) The investment management services provided by the Sub-Advisers under this
Agreement are not
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to be deemed exclusive and the Sub-Advisers shall be free to render similar
services to others, separately or jointly, as long as such services do not
impair the services rendered to the Adviser or the Trust.
(g) The Sub-Advisers shall promptly notify the Adviser of any financial
condition that is likely to impair the Sub-Advisers' ability to fulfill
their commitment under this Agreement.
(h) The Sub-Advisers shall review all proxy solicitation materials and be
responsible for voting and handling all proxies in relation to the
securities held in the Portfolio. The Adviser shall instruct the custodian
and other parties providing services to the Portfolio to promptly forward
misdirected proxies to the Sub-Advisers.
Services to be furnished by the Sub-Advisers under this Agreement may be
furnished through the medium of any of the Sub-Advisers' partners, officers
or employees.
2. DUTIES OF THE ADVISER. The Adviser shall continue to have responsibility
for all services to be provided to the Portfolio pursuant to the Advisory
Agreement and shall oversee and review the Sub-Advisers' performance of
their duties under this Agreement; provided, however, that in connection
with their management of the Assets, nothing herein shall be construed to
relieve the Sub-Advisers of responsibility for compliance with the Trust's
Declaration of Trust (as defined herein), the Prospectus, the instructions
and directions of the Board of Trustees of the Trust, and the
requirements of the 1940 Act, the Internal Revenue Code of 1986, and all
other applicable federal and state laws and regulations, as each is amended
from time to time.
3. DELIVERY OF DOCUMENTS. The Adviser has furnished the Sub-Advisers with
copies properly certified or authenticated of each of the following
documents:
(a) The Trust's Agreement and Declaration of Trust, as filed with the
Secretary of State of the Commonwealth of Massachusetts (such Agreement and
Declaration of Trust, as in effect on the date of this Agreement and as
amended from time to time, 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");
(c) Prospectus(es) of the Portfolio.
4. COMPENSATION TO THE SUB-ADVISERS. For the services to be provided by the
Sub-Advisers pursuant to this Agreement, the Adviser will pay the
Sub-Advisers, and the Sub-Advisers agree to accept as full compensation
therefor, a single sub-advisory fee at the rate specified in the
Schedule(s) which is attached hereto and made part of this Agreement. The
fee will be calculated based on the average monthly market value of the
Assets under the Sub-Advisers' management and will be paid to the
Sub-Advisers monthly. Except as may otherwise be prohibited by law or
regulation (including any then current SEC staff interpretation), the
Sub-Advisers may, in their discretion and from time to time, waive a
portion of their fee.
5. INDEMNIFICATION. The Sub-Advisers shall indemnify and hold harmless the
Adviser from and against any and all claims, losses, liabilities or damages
(including reasonable attorney's fees and other related expenses) howsoever
arising from or in connection with the performance of the Sub-Advisers'
obligations under this Agreement; provided, however, that the Sub-Advisers'
obligation
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under this Section 5 shall be reduced to the extent that the claim against,
or the loss, liability or damage experienced by the Adviser, is caused by
or is otherwise directly related to the Adviser's own willful misfeasance,
bad faith or negligence, or to the reckless disregard of its duties under
this Agreement.
6. DURATION AND TERMINATION. This Agreement shall become effective upon its
approval by the Trust's Board of Trustees and by the vote of a majority of
the outstanding voting securities of the Portfolio; provided, however, that
at any time the Adviser shall have obtained exemptive relief from the
Securities and Exchange Commission permitting it to engage a Sub-Adviser
without first obtaining approval of the Agreement from a majority of the
outstanding voting securities of the Portfolio involved, the Agreement
shall become effective upon its approval by the Trust's Board of Trustees.
Any Sub-Adviser so selected and approved shall be without the protection
accorded by shareholder approval of an investment adviser's receipt of
compensation under Section 36(b) of the 1940 Act.
This Agreement shall continue in effect for a period of more than two years
from the date hereof only so long as continuance is specifically approved
at least annually in conformance with the 1940 Act; provided, however, that
this Agreement may be terminated with respect to the Portfolio (a) by the
Portfolio at any time, without the payment of any penalty, by the vote of a
majority of Trustees of the Trust or by the vote of a majority of the
outstanding voting securities of the Portfolio, (b) by the Adviser at any
time, without the payment of any penalty, on not more than 60 days' nor
less than 30 days' written notice to the Sub-Adviser, or by the
Sub-Adviser at any time, without the payment of any penalty, on 90 days'
written notice to the Adviser. This Agreement shall terminate automatically
and immediately in the event of its assignment, or in the event of a
termination of the Adviser's agreement with the Trust. As used in this
Section 6, the terms "assignment" and "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
exceptions as may be granted by the SEC under the 1940 Act.
7. GOVERNING LAW. This Agreement shall be governed by the internal laws of
the Commonwealth of Massachusetts, without regard to conflict of law
principles; provided, however, that nothing herein shall be construed as
being inconsistent with the 1940 Act.
8. SEVERABILITY. Should any part of this Agreement be held invalid by a court
decision, statute, rule or otherwise, the remainder of this Agreement shall
not be affected thereby. This Agreement shall be binding upon and shall
inure to the benefit of the parties hereto and their respective successors.
9. 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:
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To the Adviser at: SEI Investments Management Corporation
Xxx Xxxxxxx Xxxxxx Xxxxx
Xxxx, XX 00000
Attention: Legal Department
To the Sub-Advisers at: SG Pacific Asset Management, Inc.
Two World Xxxxx Xxxxxx
Xxxxx 0000
Xxx Xxxx, Xxx Xxxx 00000
10. ENTIRE AGREEMENT. This Agreement embodies the entire agreement and
understanding between the parties hereto, and supersedes all prior
agreements and understandings relating to this Agreement's subject matter.
This Agreement may be executed in any number of counterparts, each of which
shall be deemed to be an original, but such counterparts shall, together,
constitute only one instrument.
A copy of the Declaration of Trust is on file with the Secretary of State
of the Commonwealth of Massachusetts, and notice is hereby given that the
obligations of this instrument are not binding upon any of the Trustees,
officers or shareholders of the Portfolio or the Trust.
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
SEC, whether of special or general application, such provision shall be deemed
to incorporate the effect of such rule, regulation or order.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their officers designated below as of the day and year first written
above.
SEI INVESTMENTS MANAGEMENT CORPORATION SG PACIFIC ASSET MANAGEMENT, INC.
By: /s/ Xxxxxxx X. Xxxxxxx By: /s/ Xxxxxx Xxxxxxx
Name: Xxxxxxx X. Xxxxxxx Name: Xxxxxx Xxxxxxx
Title: Vice President Title: President
SGY ASSET MANAGEMENT (SINGAPORE) LTD.
By: /s/ Xxxxxxxx Xxxxxxxxx
Name: Xxxxxxxx Xxxxxxxxx
Title: Managing Director
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SCHEDULE A
TO THE
SUB-ADVISORY AGREEMENT
AMONG
SEI INVESTMENTS MANAGEMENT CORPORATION
AND
SG PACIFIC ASSET MANAGEMENT, INC.
AND
SGY ASSET MANAGEMENT (SINGAPORE) LTD.
Pursuant to Article 4, the Adviser shall pay the Sub-Advisers compensation at an
annual rate of up to:
Emerging Markets Equity Portfolio .60%
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