Exhibit 99.B(d)(22)
AMENDMENT TO INVESTMENT SUB-ADVISORY AGREEMENT
Amendment dated as of July 28, 2003 to the Investment Sub-Advisory
Agreement between SEI Investments Management Corporation (the "Adviser") and
Salomon Brothers Asset Management Inc (the "Sub-Adviser") with respect to the
SEI Institutional International Trust's Emerging Markets Debt Portfolio (the
"Portfolio").
WITNESSETH:
WHEREAS, Adviser and Sub-Adviser have entered into an Investment
Sub-Advisory Agreement (the "Agreement") dated March 31, 1997, pursuant to which
the Sub-Adviser renders investment sub-advisory services to the Portfolio;
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
Portfolio; and (ii) the Adviser shall instruct the custodian and other parties
providing services to the Portfolio 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 Portfolio; 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 Portfolio.
The Sub-Adviser shall instruct the custodian and other
parties providing services to the Portfolio 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 Portfolio. As of the time as the Sub-Adviser shall
assume such responsibilities with
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respect to proxies under this sub-section (ii), the Adviser
shall instruct the custodian and other parties providing
services to the Portfolio to promptly forward misdirected
proxies to the Sub-Adviser.
The following paragraph is added to the Agreement as Section 1(i):
(i) In performance of its duties and obligations under this Agreement,
the Sub-Adviser shall not consult with any other sub-adviser to the
Portfolio or a sub-adviser to a portfolio that is under common
control with the Portfolio concerning the Assets, except as
permitted by the policies and procedures of the Portfolio. The
Sub-Adviser shall not provide investment advice to any assets of the
Portfolio 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 SALOMON BROTHERS ASSET MANAGEMENT INC
By: /s/ Xxxx Xxxxxxxxx By: /s/ Xxxxx Xxxxx
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Name: Xxxx Xxxxxxxxx Name: Xxxxx Xxxxx
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Title: Senior Vice President Title: Managing Director
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