SEI INSTITUTIONAL INVESTMENTS TRUST
ASSIGNMENT AND ASSUMPTION AGREEMENT
THIS ASSIGNMENT AND ASSUMPTION AGREEMENT ("Agreement"), effective as of
June 26, 2002, is made by and between BlackRock Financial Management, Inc.
("Assignor"), BlackRock Advisors, Inc. ("Assignee") and SEI Investments
Management Corporation ("Adviser") with reference to the following Recitals.
a. Assignor serves as a sub-adviser to the Core Fixed Income Fund
of SEI Institutional Investments Trust (the "Trust") pursuant
to an investment sub-advisory agreement between the Assignor
and the Adviser dated June 14, 1996 (the "Sub-Advisory
Agreement");
b. Assignor has agreed to assign all of its rights and delegate
all of its obligations (the "Assignment") under the
Sub-Advisory Agreement to Assignee, as of the date first set
forth above;
c. Assignee has agreed, that at the time of the Assignment, to
assume all rights and obligations of Assignor under the
Sub-Advisory Agreement; and
d. The "assignment" discussed in this Agreement does not
constitute an assignment as that term is defined in Section
2(a)(4) of the Investment Company Act of 1940. The assignment
discussed herein falls under the exception contained in Rule
2a-6 under the 1940 Act because there has been no change of
actual control or management within the meaning of Rule 2a-6
under the 1940 Act.
NOW THEREFORE, in consideration of the terms and conditions of this
Agreement and other good and valuable consideration, the receipt of which is
hereby acknowledged, and intending to be legally bound, the parties hereto agree
as follows:
a. Assignor hereby grants, sells, conveys, transfers and delivers
to Assignee all of Assignor's right, title and interest in and
to the Sub-Advisory Agreement.
b. Assignee hereby assumes and agrees to perform or to pay or
discharge the obligations and liabilities of Assignor
described in the Sub-Advisory Agreement and agrees to be
liable to the Adviser for any default or breach of the
Sub-Advisory Agreement to the extent the default or breach
occurs on or after the date of execution of this Agreement.
c. Adviser hereby releases Assignor from its rights and
obligations under the Sub-Advisory Agreement on or after the
date this Agreement is executed and any liability or
responsibility for (i) breach of the Sub-Advisory Agreement by
Assignee, or (ii) demands and claims made against Adviser for
damages, losses or expenses incurred by Adviser on or after
the date of this Agreement, unless such
demands, claims, losses, damages or expenses arose out of or
resulted from an act or omission of Assignor prior to the date
of this Agreement.
d. This Agreement is not a waiver or estoppel with respect to any
rights Adviser may have by reason of the past performance or
failure to perform by Assignor.
e. Except as provided herein, this Agreement shall not alter or
modify the terms or conditions of the Sub-Advisory Agreement.
f. This Agreement shall inure to the benefit of and shall be
binding upon the successors and assigns of the respective
parties. It is hereby acknowledged that the Adviser retains
all of its rights under the Sub-Advisory Agreement. This
Agreement shall be governed and interpreted in accordance with
the law of the State of Massachusetts without reference to the
conflicts of law principles thereof.
This Agreement may be executed in counterparts, each of which shall be
deemed an original, but which together shall constitute one and the same
instrument.
IN WITNESS WHEREOF, the undersigned have caused this instrument to be
duly executed as of June 26, 2002.
BLACKROCK FINANCIAL MANAGEMENT, INC. BLACKROCK ADVISORS, INC.
By: /s/ Xxxxxx Xxxxx By: /s/ Xxxxxx Xxxxx
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Title: Managing Director Title: Managing Director
SEI INVESTMENTS MANAGEMENT CORPORATION
By: /s/ Xxxx Xxxxxxxxx
----------------------------
Title: Vice President
CONSENT TO ASSIGNMENT AND ASSUMPTION
1. BlackRock Financial Management, Inc. ("Assignor") hereby notifies SEI
Investments Management Corporation ("SIMC") that it intends to assign all of its
rights and delegate all of its obligations under the sub-advisory agreement
between SIMC and the Assignor relating to the Core Fixed Income Fund of SEI
Institutional Investments Trust, dated June 14, 1996 (the "Sub-Advisory
Agreement"), to BlackRock Advisors, Inc ("Assignee"), no later than June __,
2002, in connection with the transition of Assignor's fund advisory business to
Assignee;
2. The "assignment" discussed in this Consent does not constitute an assignment
as that term is defined in Section 2(a)(4) of the Investment Company Act of
1940. The assignment discussed herein falls under the exception contained in
Rule 2a-6 under the 1940 Act because there has been no change of actual control
or management within the meaning of Rule 2a-6 under the 1940 Act;
3. SIMC releases Assignor from its rights and obligations under the Sub-Advisory
Agreement on or after the date the Assignment and Assumption Agreement is
executed and any liability or responsibility for (i) breach of the Sub-Advisory
Agreement by Assignee, or (ii) demands and claims made against SIMC for damages,
losses or expenses incurred by SIMC on or after the date of the Assignment and
Assumption Agreement, unless such demands, claims, losses, damages or expenses
arose out of or resulted from an act or omission of Assignor prior to the date
of the Assignment and Assumption Agreement.
4. This Consent is not a waiver or estoppel with respect to any rights SIMC may
have by reason of the past performance or failure to perform by Assignor.
5. This Consent is conditioned upon the execution of an Assignment and
Assumption Agreement between Assignor and Assignee that requires Assignee (i) to
assume all rights and obligations of Assignor under the Sub-Advisory Agreement,
and (ii) to be liable to SIMC for any default or breach of the Sub-Advisory
Agreement to the extent the default or breach occurs on or after the date of
execution of the Assignment and Assumption Agreement.
6. Except as provided herein, neither this Consent nor the Assignment and
Assumption Agreement shall alter or modify the terms or conditions of the
Sub-Advisory Agreement.
SEI INVESTMENTS MANAGEMENT CORPORATION BLACKROCK FINANCIAL MANAGEMENT, INC.
By: /s/ Xxxx Xxxxxxxxx By: /s/ Xxxxxx Xxxxx
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Title: Vice President Title: Managing Director
Date: 6/29/02 Date: 6/29/02
SCHEDULE A
TO THE
SUB-ADVISORY AGREEMENT
BETWEEN
SEI INVESTMENTS MANAGEMENT CORPORATION
AND
BLACKROCK FINANCIAL MANAGEMENT, INC.
As of June 26, 2002
Pursuant to Paragraph 4, the Adviser shall pay the Sub-Adviser compensation at
an annual rate as follows:
SEI INSTITUTIONAL INVESTMENTS TRUST
Core Fixed Income Fund X.XXX%
Agreed and Accepted:
SEI INVESTMENTS MANAGEMENT CORPORATION BLACKROCK FINANCIAL MANAGEMENT, INC.
By: By:
/s/ Xxxx Xxxxxxxxx /s/ Xxxxxx Xxxxx
---------------------------- ------------------------
Name: Name:
Xxxx Xxxxxxxxx Xxxxxx Xxxxx
---------------------------- ------------------------
Title: Title:
Vice President Managing Director
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