INVESTMENT SUB-ADVISORY AGREEMENT
SEI INSTITUTIONAL INTERNATIONAL TRUST
AGREEMENT made this 18th day of September, 2000, between SEI Investments
Management Corporation, (the "Adviser") and The Boston Company Asset Management,
LLC (the "Sub-Adviser").
WHEREAS, SEI Institutional 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
Fund (the "Fund"), which is a series of the Trust; and
WHEREAS, the Adviser, with the approval of the Trust, desires to retain
the Sub-Adviser to provide investment advisory services to the Adviser in
connection with the management of the Funds, and the Sub-Adviser is willing to
render such investment advisory services.
NOW, THEREFORE, the parties hereto agree as follows:
1. DUTIES OF THE SUB-ADVISER. Subject to supervision by the Adviser and the
Trust's Board of Trustees, the Sub-Adviser shall manage all of the securities
and other assets of the Funds entrusted to it hereunder (the "Assets"),
including the purchase, retention and disposition of the Assets, in accordance
with the Fund's investment objectives, policies and restrictions as stated in
the Fund'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-Adviser 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 Fund, and what portion
of the Assets will be invested or held uninvested in cash.
(b) In the performance of its duties and obligations under this
Agreement, a Sub-Adviser shall act in conformity with the Trust's
Declaration of Trust (as defined herein) and the Prospectus and
with the written instructions and directions of the Adviser and of
the Board of Trustees of the Trust delivered to the Sub-Adviser and
will conform to and comply with the applicable requirements of the
1940 Act, Subchapter M of 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-Adviser shall determine the Assets to be purchased or sold
by the Fund 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 Fund's Prospectus delivered to the Sub-Adviser or as
the Board of Trustees or the Adviser may in writing direct from
time to time, in conformity with federal securities laws. In
executing Fund transactions and selecting brokers or dealers, the
Sub-Adviser will use its best efforts to seek on behalf of the
Fund the best overall terms available. In assessing the best
overall terms available for any transaction, the Sub-Adviser shall
consider all factors that it deems relevant, including the breadth
of the market in the security, the price of the security, the
financial condition and execution capability of the broker or
dealer, and the reasonableness of the commission, if 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-Adviser
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 the policies of the Trust, as
disclosed in the Prospectus, the Sub-Adviser is authorized to pay
to a broker or dealer who provides such brokerage and research
services a commission for executing a Fund transaction for the Fund
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-Adviser determines 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-Adviser to its discretionary clients,
including the Fund. In addition, the Sub-Adviser is authorized to
allocate purchase and sale orders for securities to brokers or
dealers (including brokers and dealers that are affiliated with the
Adviser, Sub-Adviser or the Trust's principal underwriter) to take
into account the sale of shares of the Trust if the Sub-Adviser
believes that the quality of the transaction and the commission are
comparable to what they would be with other qualified firms. In no
instance, however, will the Fund's Assets be purchased from or sold
to the Adviser, Sub-Adviser, the Trust's principal underwriter or
any affiliated person of either the Trust, Adviser, the Sub-Adviser
or the principal underwriter, acting as principal in the
transaction, except to the extent permitted by the Securities and
Exchange Commission ("SEC"), the Investment Advisers Act of 1940,
as amended, and the 1940 Act, and the rules and regulations
thereunder.
On occasions when the Sub-Adviser deems the purchase or sale of a
security to be in the best interest of the Fund as well as other
clients, the Sub-Adviser, to the extent permitted by applicable
laws and regulations, may aggregate the securities to be sold or
purchased in order to obtain the best execution and/or a lower
brokerage commission, if any. In such event, allocation of the
securities so purchased or sold, as well as the expenses incurred
in the transaction, will be made by the Sub-Adviser in the manner
it considers to be the most equitable and consistent with its
fiduciary obligations to the Fund and to such clients.
(d) The Sub-Adviser 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-Adviser shall
-2-
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 its affairs as the Adviser or
Board of Trustees may reasonably request.
The Sub-Adviser shall keep the books and records relating to the
Assets required to be maintained by the Sub-Adviser under this
Agreement and shall timely furnish to the Adviser all information
relating to the Sub-Adviser's services under this Agreement needed
by the Adviser to keep the other books and records of a Fund
required by Rule 31a-1 under the 1940 Act. The Sub-Adviser shall
also furnish to the Adviser any other information within the
possession or control of the Sub-Adviser 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-Adviser agrees
that all records that it maintains on behalf of the Fund are
property of the Fund and the Sub-Adviser will surrender promptly to
the Fund any of such records upon the Fund's request; provided,
however, that the Sub-Adviser may retain a copy of such records.
In addition, for the duration of this Agreement, the Sub-Adviser
shall preserve for the periods prescribed by Rule 31a-2 under the
1940 Act any such records as are required to be maintained by it
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-advisor, to the Adviser).
(e) The Sub-Adviser shall provide the Fund's custodian on each business
day with information relating to all transactions concerning the
Fund's Assets and shall provide the Adviser with such information
upon request of the Adviser.
(f) The investment management services provided by the Sub-Adviser
under this Agreement are not to be deemed exclusive and the
Sub-Adviser shall be free to render similar services to others,
as long as such services do not impair the services rendered to the
Adviser or the Trust. In addition, nothing in this agreement will
in any way restrict the Sub-Adviser, its officers, directors or
employees from trading in securities for its or their own accounts
as permitted by the 1940 Act and the Sub-Adviser's Code of Ethics,
provided that the Sub-Adviser's Code of Ethics materially complies
with the then current Code of Ethics recommendations of the
Investment Company Institute.
(g) The Sub-Adviser shall promptly notify the Adviser of any financial
condition that is likely to impair the Sub-Adviser's ability to
fulfill its commitment under this Agreement.
(h) The Sub-Adviser shall review all proxy solicitation materials and
be responsible for voting and handling all proxies in relation to
the Assets. The Adviser shall instruct the custodian and other
parties providing services to the Fund to forward promptly all such
proxies to the Sub-Adviser.
-3-
Services to be furnished by the Sub-Adviser under this Agreement
may be furnished through the medium of any of the Sub-Adviser's
directors, officers or employees.
2. DUTIES OF THE ADVISER. The Adviser shall continue to have responsibility
for all services to be provided to the Fund pursuant to the Advisory
Agreement and shall oversee and review the Sub-Adviser's performance of
its duties under this Agreement; provided, however, that in connection
with its management of the Assets, nothing herein shall be construed to
relieve the Sub-Adviser of responsibility for compliance with the Trust's
Declaration of Trust (as defined herein), the Prospectus, the written
instructions and directions of the Board of Trustees of the Trust, the
requirements of the 1940 Act, Subchapter M of 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-Adviser 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, herein called the
"By-Laws");
(c) the Prospectus;
(d) any order issued by the SEC or other regulatory authority
applicable to the Trust, the Fund or the Adviser; and
(e) any other written instructions, directions or policies of the
Adviser or the Trust's Board of Trustees applicable to the
Sub-Adviser's duties hereunder.
The Adviser will promptly furnish to the Sub-Adviser any and all
amendments or other changes to the documents specified in this
Section 3, and the Sub-Adviser shall not be charged with complying
with any such document or amendment not so delivered to the
Sub-Adviser, unless the Sub-Adviser reasonably should have known
the terms of such document or amendment.
4. COMPENSATION TO THE SUB-ADVISER; EXPENSES. For the services to be
provided by the Sub-Adviser pursuant to this Agreement, the Adviser will
pay the Sub-Adviser, and the Sub-Adviser agrees to and accepts as full
compensation therefor, a 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-Adviser's management and will be paid to the
Sub-Adviser monthly. Except as may otherwise be prohibited by law or
regulation (including any then
-4-
current SEC staff interpretation), the Sub-Adviser may, in its discretion
and from time to time, waive a portion of its fee.
The Sub-Adviser shall be responsible for its own expenses in performing
its duties hereunder but shall not be responsible for the expenses of the
Trust or the Fund. Without limiting the generality of the foregoing, the
Sub-Adviser shall not be responsible for brokerage commissions, transfer
taxes or fees or custody fees of the Fund.
5. INDEMNIFICATION. The Sub-Adviser shall indemnify and hold harmless the
Adviser from and against any and all claims, losses, liabilities or
damages (including reasonable attorneys' fees and other related expenses)
howsoever arising from or in connection with the performance of the
Sub-Adviser's obligations under this Agreement; provided, however, that
the Sub-Adviser's obligation 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.
The Adviser shall indemnify and hold harmless the Sub-Adviser from and
against any and all claims, losses, liabilities or damages (including
reasonable attorneys' fees and other related expenses) howsoever arising
from or in connection with the performance of the Sub-Adviser's
obligations under this Agreement; provided, however, that the Adviser's
obligation under this Section 5 shall be reduced to the extent that the
claim against, or the loss, liability or damage experienced by the
Sub-Adviser, is caused by or is otherwise directly related to the
Sub-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. 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 Fund: (a) by the Fund 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, 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 Fund; (b) by the Adviser at any time, without the
payment of any penalty, on no more than 60 days' nor less than 30 days'
written notice to the Sub-Adviser; or (c) 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.
-5-
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:
To the Adviser at: SEI Investments Management Corporation
Xxx Xxxxxxx Xxxxxx Xxxxx
Xxxx, XX 00000
Attention: Legal Department
To the Sub-Adviser at: The Boston Company Asset Management, LLC
Xxx Xxxxxx Xxxxx
Xxxxxx, XX 00000
Attention: Xxx Xxxxx
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.
11. MISCELLANEOUS.
(a) 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
personally upon any of the Trustees, officers or shareholders of
the Fund or the Trust.
(b) 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 effects of such rule,
regulation or order.
-6-
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 above written.
SEI INVESTMENTS MANAGEMENT CORPORATION
SEI INVESTMENTS MANAGEMENT CORPORATION
By: /s/ Xxxx X. Xxxxxxxxx
------------------------------
Name: Xxxx X. Xxxxxxxxx
------------------------------
Title: Senior Vice President
------------------------------
Attest: Xxxxx X. Xxxxx
------------------------------
THE BOSTON COMPANY ASSET MANAGEMENT, LLC
By: /s/ Xxxxxxx X. Xxxxx
------------------------------
Name: Xxxxxxx X. Xxxxx
------------------------------
Title: Chief Executive Officer
------------------------------
Attest: Xxxxxxxx Xxxxxxx
------------------------------
-7-
SCHEDULE A
TO THE
SUB-ADVISORY AGREEMENT
BETWEEN
SEI INVESTMENTS MANAGEMENT CORPORATION
AND
THE BOSTON COMPANY ASSET MANAGEMENT, LLC
Pursuant to Section 4, the Adviser shall pay the Sub-Adviser compensation at an
annual rate as follows:
SEI INSTITUTIONAL INTERNATIONAL TRUST
Emerging Markets Equity Fund 0.60%
