Exhibit 99b.(d)(39)
SEI INSTITUTIONAL INVESTMENTS TRUST
ASSIGNMENT AND ASSUMPTION AGREEMENT
THIS ASSIGNMENT AND ASSUMPTION AGREEMENT ("Agreement"), effective as of
July 1, 2004, is made by and between Prudential Investment Management, Inc.
("Assignor"), Quantitative Management Associates LLC ("Assignee") and SEI
Investments Management Corporation ("Adviser") with reference to the following
Recitals.
a. Assignor serves as a sub-adviser to the Large Cap Disciplined Equity
Fund of SEI Institutional Investments Trust (the "Trust") pursuant
to an investment sub-advisory agreement between the Assignor and the
Adviser dated July 1, 2003 (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 does not constitute an assignment as that term is
defined in Section 2(a)(4) of the Investment Company Act of 1940, as
amended (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 effective date of this
Agreement.
c. Adviser hereby releases Assignor from its liabilities and
obligations under the Sub-Advisory Agreement on or after the
effective date of this Agreement 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 effective date of this
Agreement, except to the extent such demands, claims, losses,
damages or expenses arise out of or result 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 giving effect 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 July 1, 2004.
PRUDENTIAL INVESTMENT QUANTITATIVE MANAGEMENT
MANAGEMENT, INC. ASSOCIATES LLC
By: /s/ Xxxxxx Xxxxxx By: /s/ Xxxxx Xxxxx
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Title: Vice President Title: President
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SEI INVESTMENTS MANAGEMENT CORPORATION
By: /s/ Xxxxxxx X. Xxxxx
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Title: Vice President
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