EXHIBIT 99.B(d)(49)
INVESTMENT SUB-ADVISORY AGREEMENT
SEI INSTITUTIONAL INVESTMENTS TRUST
AGREEMENT made this 1st day of July 2003, between SEI Investments
Management Corporation, (the "Adviser") and XxXxxxxx Capital Management, Inc.
(the "Sub-Adviser").
WHEREAS, SEI Institutional Investments 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 June 14, 1996, (the "Advisory Agreement") with the Trust, pursuant to
which the Adviser acts as investment adviser to the series of the Trust set
forth on Schedule A attached hereto (the "Fund"), as such Schedule may be
amended by mutual agreement of the parties hereto; 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 Fund, 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 Fund 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 a 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, the 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 in 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) and 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
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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 the 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-adviser, 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) (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.
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(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 custodian and other parties providing services to the
Fund to promptly forward misdirected proxies to the Sub-Adviser.
(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.
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 of the Fund;
(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.
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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 accept as full
compensation therefor, a sub-advisory fee at the rate specified in
Schedule B which is attached hereto and made part of this Agreement. The
fee will be calculated based on the average daily 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 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 attorney's 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 Paragraph 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 attorney's fees and other related expenses) howsoever arising
from or in connection with the performance of the Adviser's obligations
under this Agreement; provided, however, that the Adviser's obligation
under this Paragraph 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
approval by the Trust's Board of Trustees and its execution by the
parties hereto. Pursuant to the exemptive relief obtained in the SEC
Order dated April 29, 1996, Investment Company Act Release No. 21921,
approval of the Agreement by a majority of the outstanding voting
securities of the Fund is not required, and the Sub-Adviser acknowledges
that it and any other sub-adviser so selected and approved shall be
without the protection (if
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any) 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 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 Advisory Agreement
with the Trust. As used in this Paragraph 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:
To the Adviser at: SEI Investments Management Corporation
Xxx Xxxxxxx Xxxxxx Xxxx
Xxxx, XX 00000
Attention: Legal Department
To the Sub-Adviser at: XxXxxxxx Capital Management, Inc.
0000 X Xxxxxx, 0xx Xxxxx
Xxxxxxxxx, Xxxxxx 00000
Attention: President
10. NON-HIRE/NON-SOLICITATION. The Sub-Adviser hereby agrees that so long as
the Sub-Adviser provides services to the Adviser or the Trust and for a
period of one year following the date on which the Sub-Adviser ceases to
provide services to the Adviser
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and the Trust, the Sub-Adviser shall not for any reason, directly or
indirectly, on the Sub-Adviser's own behalf or on behalf of others, hire
any person employed by the Adviser, whether or not such person is a
full-time employee or whether or not any person's employment is pursuant
to a written agreement or is at-will, without the prior written agreement
of the Adviser. The Sub-Adviser further agrees that, to the extent that
the Sub-Adviser breaches the covenant described in this paragraph, the
Adviser shall be entitled to pursue all appropriate remedies in law or
equity.
11. NONCOMPETE PROVISIONS.
(a) The Sub-Adviser hereby agrees that, the Sub-Adviser will:
(i) waive enforcement of any noncompete agreement or other
agreement or arrangement to which it is currently a party
that restricts, limits, or otherwise interferes with the
ability of the Adviser to employ or engage any person or
entity to provide investment advisory or other services and
will transmit to any person or entity notice of such waiver
as may be required to give effect to this provision; and
(ii) will not become a party to any noncompete agreement or other
agreement or arrangement that restricts, limits or otherwise
interferes with the ability of the Adviser to employ or
engage any person or entity to provide investment advisory
or other services.
(b) Notwithstanding any termination of this Agreement, the
Sub-Adviser's obligations under this Paragraph 11 shall survive.
12. 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.
In the event the terms of this Agreement are applicable to more than one
portfolio of the Trust (for purposes of this Section 12, each a "Fund"),
the Adviser is entering into this Agreement with the Sub-Adviser on
behalf of the respective Funds severally and not jointly, with the
express intention that the provisions contained in each numbered
paragraph hereof shall be understood as applying separately with respect
to each Fund as if contained in separate agreements between the Adviser
and Sub-Adviser for each such Fund. In the event that this Agreement is
made applicable to any additional Funds by way of a Schedule executed
subsequent to the date first indicated above, provisions of such Schedule
shall be deemed to be incorporated into this Agreement as it relates to
such Fund so that, for example, the execution date for purposes of
Paragraph 6 of this Agreement with respect to such Fund shall be the
execution date of the relevant Schedule.
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13. 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 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 XXXXXXXX CAPITAL MANAGEMENT, INC.
By: By:
/s/ Xxxx Xxxxxxxxx /s/ Xxxxx Xxxxx
-------------------------------------- -----------------------------------
Name: Name:
Xxxx Xxxxxxxxx Xxxxx Xxxxx
-------------------------------------- -----------------------------------
Title: Title:
Senior Vice President Vice President
-------------------------------------- -----------------------------------
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SCHEDULE A
TO THE
SUB-ADVISORY AGREEMENT
BETWEEN
SEI INVESTMENTS MANAGEMENT CORPORATION
AND
XXXXXXXX CAPITAL MANAGEMENT, INC.
AS OF JULY 1, 2003
SEI INSTITUTIONAL INVESTMENTS TRUST
International Equity Fund
9
SCHEDULE B
TO THE
SUB-ADVISORY AGREEMENT
BETWEEN
SEI INVESTMENTS MANAGEMENT CORPORATION
AND
XXXXXXXX CAPITAL MANAGEMENT, INC.
AS OF JULY 1, 2003
Pursuant to Paragraph 4, the Adviser shall pay the Sub-Adviser compensation at
an annual rate as follows:
SEI INSTITUTIONAL INVESTMENTS TRUST
International Equity Fund
Agreed and Accepted:
SEI INVESTMENTS MANAGEMENT CORPORATION XXXXXXXX CAPITAL MANAGEMENT, INC.
By: By:
/s/ Xxxx Xxxxxxxxx /s/ Xxxxx Xxxxx
-------------------------------------- -----------------------------------
Name: Name:
Xxxx Xxxxxxxxx Xxxxx Xxxxx
-------------------------------------- -----------------------------------
Title: Title:
Senior Vice President Vice President
-------------------------------------- -----------------------------------
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