EX-99.B(d)(13)
FORM OF INVESTMENT SUB-ADVISORY AGREEMENT
SEI INSTITUTIONAL INTERNATIONAL TRUST
AGREEMENT made this __th day of ______, 2002 between SEI Investments
Management Corporation (the "Adviser") and Xxxxxxx on Xxxxxxx Trees & Xxxxx,
Inc., a New York corporation and three of its affiliates, Xxxxxxx Xxxxxxx Trees
& Xxxxx, a corporate on 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 on 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 on 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 on 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 on 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 on 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 on Fund's Registration Statement (as defined
herein) and Prospectus or as the Board of Trustees or the Adviser may direct
from time to on 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 on 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 on directions
of the Board of Trustees of the Trust, the requirements of the 1940 Act, the
Code, and all other applicable federal and on 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 on 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 on 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 on 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 on 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 on 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 _____
__, ____, 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 on 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 on 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:
----------------------------
Name:
Title:
XXXXXXX XXXXXXX TREES & XXXXX INC. XXXXXXX XXXXXXX TREES & XXXXX
By: By:
---------------------------- ---------------------------------
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: By:
---------------------------- ------------------------------------
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 ____ __, 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:
----------------------------
Title:
-------------------------
XXXXXXX XXXXXXX TREES & XXXXX INC. XXXXXXX XXXXXXX TREES & XXXXX
By: By:
---------------------------- ---------------------------------
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: By:
---------------------------- ---------------------------------
Name: Xxxxxxx X. Xxxxxx Name: O. Xxxx Xxxxx
Title: Managing Director Title: Director
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