Exhibit 99.B(d)(9)
INVESTMENT SUB-ADVISORY AGREEMENT
SEI INSTITUTIONAL INTERNATIONAL TRUST
AGREEMENT made this 17th day of March, 2003 between SEI Investments
Management Corporation (the "Adviser") and Xxxxxxx Investment Management Limited
(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;
WHEREAS, the Sub-Adviser, a company incorporated under the laws of England
and Wales, is authorized and regulated by the Financial Services Authority of
the United Kingdom (the "FSA") and is registered as an investment adviser under
the Investment Advisers Act of 1940, as amended (the "Advisers Act"). The
Adviser is a Market Counterparty within the meaning of the rules of the FSA (the
"Rules"); 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 the 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 subject to Paragraph 1(b), determine in its
discretion 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. Consistent with any policies established by the Trust
and/or the Adviser, the Sub-Adviser shall be authorized to enter into
agreements and execute any documents required to manage the Assets.
(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 instructions and
directions of the Adviser and of the Board of Trustees of the Trust and
will conform to and comply with the requirements of the 1940
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Act, the Internal Revenue Code of 1986 (the "Code"), 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 or as the Board of Trustees
or the Adviser may direct from time to time, in conformity with all federal
securities laws. Consistent with its obligations under the Investment
Advisers Act of 1940, as amended, the Sub-Adviser shall seek best execution
for Fund transactions. 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 (the "Exchange Act")).
Consistent with any guidelines established by the Board of Trustees of the
Trust and Section 28(e) of the Exchange Act, the Sub-Adviser is authorized
to pay to a broker or dealer who provides such brokerage and research
services a commission for executing a portfolio 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") and the 1940 Act.
The Sub-Adviser and any affiliate and any officer or employee thereof may,
in accordance with Section 206 of the Advisers Act, buy, hold and deal in
any securities or interests in any other fund or account to which the
Sub-Adviser or any affiliate provides investment management or advisory
services upon its individual account notwithstanding that similar
securities or interests may be held by the Fund. 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 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 a manner it considers to be
equitable and
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consistent with its fiduciary obligations to the Fund and to such clients.
In accordance with applicable laws, the Sub-Adviser may also, on behalf of
the Fund, purchase or sell Assets from or to another account or customer
for which it or an affiliate acts as investment manager or adviser.
(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 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
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 that in the case of records that cannot
be segregated from information that is not a record of the Fund, the
Sub-Adviser may provide such information in extracted hard copy format upon
such request; and provided further 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 other accounts and customers, as long as such
services do not impair the services rendered to the Adviser or the Trust.
The Sub-Adviser shall be permitted to give advice to, and to make
investments on behalf of, the Fund which may differ from advice with
respect to or from investments made on behalf of such other accounts and
customers even though the investment objectives of the Fund may be the same
or similar, provided, however, that the Sub-Adviser, in accordance with
Section 206 of the Advisers Act, acts in good faith and follows a policy of
allocating over a period of time opportunities to the Fund on a fair and
equitable basis relative to such other accounts and customers, taking into
consideration issues such as availability as well as the policies and
restrictions to
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which such other accounts and customers and the Sub-Adviser in respect of
the Fund are subject.
(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) 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. The Adviser shall instruct the
custodian and other parties providing services to the Fund to promptly
forward misdirected proxies to the Sub-Adviser.
(i) Upon notice to and the written approval of the Adviser, the Sub-Adviser
shall, subject to the conditions of the Adviser's written approval, be
entitled to appoint advisers, including legal counsel, in connection with
matters pertaining to an Asset if it reasonably determines such action to
be in the best interests of the Fund; provided that such notice and
approval shall not be required when such advisers are appointed at the
expense of the issuer of the relevant Asset. Subject to the conditions of
the Adviser's written approval, any costs and fees associated with such
an appointment shall be borne by the Fund.
(j) The Sub-Adviser has in operation a written procedure in accordance with the
Rules for the effective consideration and proper handling of complaints
from customers. Any formal complaints should be referred to the Compliance
Officer of the Sub-Adviser.
(k) The Sub-Adviser's internal compliance policy is to not accept goods or
services under any Soft Commission Agreement (as defined in the Rules) or
any other soft commission arrangements.
Services to be furnished by the Sub-Adviser under this Agreement may be
furnished through the medium of any of the Sub-Adviser's control
affiliates, partners, 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 instructions and
directions of the Board of Trustees of the Trust, the requirements of the
1940 Act, the Code, and all other applicable federal and state laws and
regulations, as each is amended from time to time.
3. REPRESENTATIONS, WARRANTIES AND UNDERTAKINGS. The Adviser represents and
warrants to the Sub-Adviser and the Sub-Adviser represents and warrants to
the Adviser that:-
(a) it is validly existing, duly empowered and authorised to execute, deliver
and perform its undertakings pursuant to this Agreement;
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(b) this Agreement is binding upon it and enforceable in accordance with its
terms except insofar as enforcement may be limited by bankruptcy,
insolvency or other laws relating to or affecting enforcement of creditors'
rights or general principles of equity;
(c) it has all governmental and regulatory licences, registrations and
approvals required by law as may be necessary to perform its obligations
under this Agreement and it has complied with and will continue to comply
with all laws, rules and regulations or court and governmental orders by
which it is bound or to which it is subject in connection with the
execution and performance of this Agreement;
(d) it has completed, obtained and performed all registrations, filings and
approvals required to carry out the activities contemplated in this
Agreement; and
(e) the statements contained in the preamble are true accurate and complete
statements pertaining to the matters described therein;
and the Adviser and the Sub-Adviser each undertakes to notify the other
party forthwith of any matter or event which would render those
representations and warranties in (a) to (e) above untrue, inaccurate or
misleading.
4. ADVISER REPRESENTATIONS, WARRANTIES AND UNDERTAKINGS. The Adviser
represents and warrants to the Sub-Adviser that:
(a) the investment objectives and policies, subject to the investment
restrictions, and as stated in the Prospectus or as otherwise stipulated by
the Adviser from time to time and agreed in writing with the Sub-Adviser
are consistent with the Trust's Declaration of Trust and its By-Laws (as
defined below);
(b) it shall provide the Sub-Adviser with any information throughout the term
of this Agreement that it determines to be relevant to or reasonably
requested by the Sub-Adviser to assist it in complying with the Trust's
Declaration of Trust and the By-Laws in its capacity as Sub-Adviser; and
(c) the Sub-Adviser is not responsible for the Fund's compliance with
Regulation S-P, as such regulations may be amended from time to time and
successor regulations thereto.
5. 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, are herein called the
"By-Laws"); and
(c) Prospectus of the Fund.
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6. COMPENSATION TO THE SUB-ADVISER. 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. On termination of this Agreement,
the Sub-Adviser shall be entitled to receive its sub-advisory fee due to it
up to the date of such termination.
7. 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 7 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. Save as aforesaid,
neither the Sub-Adviser, nor any of its directors, officers or employees,
shall be liable for any error of judgment or mistake of law or for any loss
arising out of any investment or for any act or omission in carrying out
its duties hereunder, except a loss resulting from willful misfeasance, bad
faith or negligence on the Sub-Adviser's part in the performance of its
duties or from reckless disregard of its obligations and 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 7 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.
8. 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
any) accorded by shareholder approval of an investment adviser's receipt of
compensation under Section 36(b) of the 1940 Act.
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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, 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 not 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 8, 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.
9. 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.
10. 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.
11. 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: Xxxxxxx Investment Management Limited
00 Xxxxxxxxxxx, Xxxxxx XX0X 0XX
Attention: Xxxx Xxxxx as to
administrative matters, Xxxx Xxxxxxxx,
as to Legal and Compliance matters.
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12. NON-HIRE/NON-SOLICITATION. The Adviser and the Sub-Adviser hereby each
agree 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 and the Trust,
neither the Sub-Adviser nor the Adviser shall not for any reason, directly
or indirectly, on their own behalf or on behalf of others, hire any person
employed by the other party, 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. The Adviser and Sub-Adviser further agree that, to
the extent they breach the covenant described in this paragraph, the other
party shall be entitled to pursue all appropriate remedies in law or
equity.
13. 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 Paragraph 13, 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 8 of this Agreement
with respect to such Fund shall be the execution date of the relevant
Schedule.
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14. 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 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 XXXXXXX INVESTMENT MANAGEMENT LIMITED
By: By:
/s/ Xxxx Xxxxxxxxx /s/ Xxx Xxxxx
-------------------------------------- -------------------------------------
Name: Name:
Xxxx Xxxxxxxxx Xxx Xxxxx
-------------------------------------- -------------------------------------
Title: Title:
Vice President Authorised Signatory
-------------------------------------- -------------------------------------
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SCHEDULE A
TO THE
SUB-ADVISORY AGREEMENT
BETWEEN
SEI INVESTMENTS MANAGEMENT CORPORATION
AND
XXXXXXX INVESTMENT MANAGEMENT LIMITED
AS OF MARCH 17, 2003
SEI INSTITUTIONAL INTERNATIONAL TRUST
EMERGING MARKETS DEBT FUND
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SCHEDULE B
TO THE
SUB-ADVISORY AGREEMENT
BETWEEN
SEI INVESTMENTS MANAGEMENT CORPORATION
AND
XXXXXXX INVESTMENT MANAGEMENT LIMITED
AS OF MARCH 17, 2003
Pursuant to Paragraph 6, the Adviser shall pay the Sub-Adviser compensation at
an annual rate as follows:
SEI INSTITUTIONAL INTERNATIONAL TRUST
EMERGING MARKETS DEBT FUND
Agreed and Accepted:
SEI INVESTMENTS MANAGEMENT CORPORATION XXXXXXX INVESTMENT MANAGEMENT LIMITED
By: By:
/s/ Xxxx Xxxxxxxxx /s/ Xxx Xxxxx
-------------------------------------- -------------------------------------
Name: Name:
Xxxx Xxxxxxxxx Xxx Xxxxx
-------------------------------------- -------------------------------------
Title: Title:
Vice President Authorised Signatory
-------------------------------------- -------------------------------------
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