Exhibit 99.B(d)(14)
INVESTMENT SUB-ADVISORY AGREEMENT
SEI INSTITUTIONAL INTERNATIONAL 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 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 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 INTERNATIONAL 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 INTERNATIONAL 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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