INVESTMENT SUB-ADVISORY AGREEMENT
SEI INSTITUTIONAL INTERNATIONAL TRUST
AGREEMENT made this 17th day of December, 2002 between SEI Investments
Management Corporation (the "Adviser") and Xxxxxxx Xxxxxxx Trees & Xxxxx, Inc.,
a New York corporation and three of its affiliates, Xxxxxxx Xxxxxxx Trees &
Xxxxx, a corporate partnership organized under the laws of the United Kingdom,
Xxxxxxx Xxxxxxx Trees & Xxxxx (Singapore) Pte Ltd, a Singapore corporation, and
Xxxxxxx Xxxxxxx Trees & Xxxxx Kabushiki Kaisha, a Japanese corporation, referred
to collectively (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 International Fixed Income
Fund (the "Fund"), which is a series of the Trust; and
WHEREAS, the Adviser, with the approval of the Trust, desires to retain
the Sub-Adviser, collectively and individually, 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, 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), the Prospectus
and such investment guidelines as the Adviser may provide to the
Sub-Adviser in writing from time to time, 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 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.
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(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
Registration Statement (as defined herein) and Prospectus or as
the Board of Trustees or the Adviser may direct from time to
time, in conformity with all federal securities laws.
Additionally, the Sub-Adviser is authorized to execute agreements
as agent for the Fund with brokers or dealers necessary to carry
out its duties under this Agreement. 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 (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.
(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
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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.
(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.
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. 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");
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(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.
4. 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 the
Schedule which is attached hereto and made part of this Agreement. The
fee will be calculated based on the avenge 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.
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
Section 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 Section 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.
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
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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 Section 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: Xxxxxxx Xxxxxxx Trees & Xxxxx, Inc.
000 Xxxx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, XX 00000
Attention: General Counsel
Cc: Xxxxxxx Xxxxxxx Trees & Xxxxx
0 Xxxxx Xxxxxxxx
Xxxxxx XX0X 0XX
Xxxxxxx
Attention: Xxxx Xxxxx
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 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. 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.
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11. ANTI MONEY LAUNDERING. The Adviser agrees to provide the
Sub-Adviser with any documentation that it may reasonably require in
order to comply with all applicable anti money laundering regulation,
including but not limited to that of the United States and the United
Kingdom. In addition, the Adviser agrees that the Sub-Adviser may
provide copies of such documentation to counterparties which they may
reasonably require in order to fulfill their anti-money laundering
procedures.
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 11, 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 Section 6 of this
Agreement with respect to such Fund shall be the execution date of the
relevant Schedule.
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 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.
(c) The Adviser and the Fund, hereby consents to being treated
by the Sub-Adviser as a "qualified eligible person" as defined in
the rules promulgated under the United States Commodity Exchange
Act (the "CEA") for the purposes of the CEA and the regulations
thereunder.
(d) The Sub-Adviser represents to the Adviser and the Fund that
it is a "registered commodity trading advisor", as such term is
defined in the CEA and the regulations promulgated thereunder and
shall during the term of this Agreement satisfy all applicable
requirements of the CEA relating to a registered commodity trading
advisor.
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PURSUANT TO AN EXEMPTION FROM THE COMMODITY FUTURES TRADING COMMISSION IN
CONNECTION WITH ACCOUNTS OF QUALIFIED ELIGIBLE CLIENTS, THIS BROCHURE OR ACCOUNT
DOCUMENT IS NOT REQUIRED TO BE, AND HAS NOT BEEN, FILED WITH THE COMMISSION. THE
COMMISSION DOES NOT PASS UPON THE MERITS OF PARTICIPATING IN A TRADING PROGRAM
OR UPON THE ACCURACY OF COMMODITY TRADING ADVISOR DISCLOSURE. CONSEQUENTLY, THE
COMMODITY FUTURES TRADING COMMISSION HAS NOT REVIEWED OR APPROVED THIS TRADING
PROGRAM OR ACCOUNT DOCUMENT.
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
By: /S/ XXXX XXXXXXXXX
Name: Xxxx Xxxxxxxxx
Title: Vice President
XXXXXXX XXXXXXX TREES & XXXXX INC. XXXXXXX XXXXXXX TREES & XXXXX
By: /s/ XXXXXXX X. XXXXXX By: /s/ XXXXXXX XXXXXX
----------------- --------------
Name: Xxxxxxx X. Xxxxxx Name: Xxxxxxx Xxxxxx
Title: Managing Director Title: Managing Director
XXXXXXX TREES & XXXXX (SINGAPORE) PTE LTD XXXXXXX XXXXXXX TREES & XXXXX KABUSHIKI KAISHA
By: /s/ XXXXXXX X. XXXXXX By: /s/ O. XXXX XXXXX
----------------- -------------
Name: Xxxxxxx X. Xxxxxx Name: O. Xxxx Xxxxx
Title: Managing Director Title: Director
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SCHEDULE A
TO THE
SUB-ADVISORY AGREEMENT
BETWEEN
SEI INVESTMENTS MANAGEMENT CORPORATION
AND
XXXXXXX XXXXXXX TREES & XXXXX, INC.
AS OF DECEMBER 17, 2002
Pursuant to Paragraph 4, the Adviser shall pay the Sub-Adviser compensation at
an annual rate as follows:
SEI INSTITUTIONAL INTERNATIONAL TRUST
INTERNATIONAL FIXED INCOME FUND X.XX%
Agreed and Accepted:
SEI INVESTMENTS MANAGEMENT CORPORATION
By: /s/ Xxxx Xxxxxxxxx
---------------------------------
Title: Vice President
---------------------------------
XXXXXXX XXXXXXX TREES & XXXXX INC. XXXXXXX XXXXXXX TREES & XXXXX
By: /s/ XXXXXXX X. XXXXXX By: /s/ XXXXXXX XXXXXX
--------------------- --------------
Name: Xxxxxxx X. Xxxxxx Name: Xxxxxxx Xxxxxx
Title: Managing Director Title: Managing Director
XXXXXXX TREES & XXXXX (SINGAPORE) PTE LTD XXXXXXX XXXXXXX TREES & XXXXX KABUSHIKI KAISHA
By: /s/ XXXXXXX X. XXXXXX By: /s/ O. XXXX XXXXX
----------------- -----------------
Name: Xxxxxxx X. Xxxxxx Name: O. Xxxx Xxxxx
Title: Managing Director Title: Director
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