Exhibit 99.B(d)(16)
AMENDMENT TO INVESTMENT SUB-ADVISORY AGREEMENT
Amendment dated as of July 1, 2003 to the Investment Sub-Advisory Agreement
between SEI Investments Management Corporation (the "Adviser") and Xxxxxxx
Investment Management Limited (the "Sub-Adviser") with respect to the SEI
Institutional International Trust's Emerging Markets Debt Fund (the "Fund").
WITNESSETH:
WHEREAS, Adviser and Sub-Adviser have entered into an Investment
Sub-Advisory Agreement (the "Agreement") dated March 17, 2003, pursuant to which
the Sub-Adviser renders investment sub-advisory services to the Fund;
WHEREAS, Section 1(h) of the Agreement provides that (i) the Sub-Adviser
shall review all proxy solicitation materials and be responsible for voting and
handling all proxies in relation to the securities held as Assets in the Fund;
and (ii) the Adviser shall instruct the custodian and other parties providing
services to the Fund to promptly forward misdirected proxies to the Sub-Adviser;
WHEREAS, the Adviser and the Sub-Adviser desire to amend Section 1(h) of
the Agreement for the purpose of revising the duties and responsibilities of the
Adviser and Sub-Adviser with regard to reviewing proxy solicitation materials
and responsibility for voting and handling proxies in relation to the securities
held as Assets in the Fund; and
WHEREAS, the Adviser and Sub-Adviser also desire to amend certain
provisions of the Agreement to reflect amendments by the U.S. Securities and
Exchange Commission to Rules 10f-3, 12d3-1 and 17e-1 and adoption of new Rule
17a-10 under the Investment Company Act of 1940, as amended.
NOW THEREFORE, in consideration of the foregoing and the mutual covenants
herein contained, the parties hereby agree as follows:
Section 1(h) of the Agreement is amended and restated as follows:
(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.
(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
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custodian and other parties providing services to the Fund to
promptly forward misdirected proxies to the Sub-Adviser.
The following paragraph is added to the Agreement as Section 1(l):
(l) 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.
Except as expressly superseded or modified by this Amendment, the terms and
provisions of the Agreement shall continue to apply with full force and effect.
IN WITNESS WHEREOF, the parties have caused this Amendment to be executed
by their officers designated below as of the day and year first written above.
SEI INVESTMENTS MANAGEMENT CORPORATION XXXXXXX INVESTMENT MANAGEMENT LIMITED
By: /s/ Xxxx Xxxxxxxxx By: /s/ Xxx Xxxxx
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Name: Xxxx Xxxxxxxxx Name: Mr. Xxx Xxxxx
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Title: Senior Vice President Title: Authorised Signatory
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