INVESTMENT SUB-ADVISORY AGREEMENT
SEI INSTITUTIONAL INTERNATIONAL TRUST
AGREEMENT made as of this 26th day of October,
2011 between SEI Investments Management Corporation
(the Adviser) and X X Xxxxxx Capital 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, as amended, (the Advisory Agreement) with the
Trust, pursuant to which the Adviser acts as
investment adviser to each series of the Trust set
forth on Schedule A attached hereto (each a Fund,
and collectively, the Funds), as such Schedule may
be amended by mutual agreement of the parties
hereto; 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 a 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 Trusts Board of Trustees,
the Sub-Adviser shall manage all of the
securities and other assets of each Fund
entrusted to it hereunder (the Assets),
including the purchase, retention and
disposition of the Assets, in accordance with
the Funds investment objectives, policies and
restrictions as stated in each Funds
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 a 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 Trusts Declaration of Trust (as
defined herein), Prospectus, Compliance
Policies and Procedures 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.
(c) The Sub-Adviser shall determine
the Assets to be purchased or sold by a
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 a Funds Prospectus or as the
Board of Trustees or the Adviser may
direct from time to time, in conformity
with all federal securities laws. In
executing Fund transactions and
selecting brokers or dealers, the Sub-
Adviser will use its best efforts to
seek on behalf of each 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 a 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 a 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 Trusts
principal underwriter) 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 a Funds Assets be
purchased from or sold to the Adviser,
Sub-Adviser, the Trusts 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 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-Advisers services
under this Agreement needed by the
Adviser to keep the other books and
records of a Fund required by Rule 31a-1
under the 1940 Act. The Sub-Adviser
agrees that all records that it
maintains on behalf of a Fund are
property of the Fund and the Sub-Adviser
will surrender promptly to a Fund any of
such records upon the Funds 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 a
Funds custodian on each business day
with information relating to all
transactions concerning a Funds Assets
and shall provide the Adviser with such
information upon request of the Adviser.
(f) To the extent called for by the
Trusts Compliance Policies and
Procedures, or as reasonably requested
by a Fund, the Sub-Adviser shall provide
the Fund with information and advice
regarding Assets to assist the Fund in
determining the appropriate valuation of
such Assets.
(g) 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.
(h) The Sub-Adviser shall promptly
notify the Adviser of any financial
condition that is reasonably likely to
impair the Sub-Advisers ability to
fulfill its commitment under this
Agreement.
(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 a
Fund. If the Sub-Adviser receives
a misdirected proxy, it shall
promptly forward such misdirected
proxy 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 a
Fund. As of the time the Sub-
Adviser shall assume such
responsibilities with respect to
proxies under this sub-section
(ii), the Adviser shall instruct
the custodian and other parties
providing services to a Fund to
promptly forward misdirected
proxies to the Sub-Adviser.
(j) In performance of its duties and
obligations under this Agreement, the
Sub-Adviser shall not consult with any
other sub-adviser to a Fund or a sub-
adviser to a portfolio that is under
common control with a Fund concerning
the Assets, except as permitted by the
policies and procedures of a Fund. The
Sub-Adviser shall not provide investment
advice to any assets of a Fund other
than the Assets.
(k) On occasions when the Sub-Adviser
deems the purchase or sale of a security
to be in the best interest of a Fund as
well as other clients of the Sub-
Adviser, the Sub-Adviser may, to the
extent permitted by applicable law and
regulations, aggregate the order for
securities to be sold or purchased. In
such event, the Sub-Adviser will
allocate securities so purchased or
sold, as well as the expenses incurred
in the transaction, in a manner the Sub-
Adviser reasonably considers to be
equitable and consistent with its
fiduciary obligations to a Fund and to
such other clients under the
circumstances.
(l) 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 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.
To the extent permitted by law, the services
to be furnished by the Sub-Adviser under this
Agreement may be furnished through the medium
of any of the Sub-Advisers partners, officers,
employees or control affiliates; provided,
however, that the use of such mediums does not
relieve the Sub-Adviser from any obligation or
duty under this Agreement.
2. Duties of the Adviser. The Adviser
shall continue to have responsibility for all
services to be provided to each Fund pursuant
to the Advisory Agreement and shall oversee
and review the Sub-Advisers 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 Trusts
Declaration of Trust (as defined herein),
Prospectus, Compliance Policies and
Procedures, 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 of each
of the following documents:
(a) The Trusts 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 each 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 Schedule B which is attached
hereto and made part of this Agreement.
[SENTENCE REDACTED]. For the avoidance of
doubt, notwithstanding the fact that the
Agreement has not been terminated, no fee will
be accrued under this Agreement with respect
to any day that the value of the Assets under
the Sub-Advisers management equals zero.
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
attorneys fees and other related expenses)
howsoever arising from or in connection with
the performance of the Sub-Advisers
obligations under this Agreement; provided,
however, that the Sub-Advisers obligation
under this Paragraph 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 Advisers 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 attorneys fees and other
related expenses) howsoever arising from or in
connection with the performance of the
Advisers obligations under this Agreement;
provided, however, that the Advisers
obligation under this Paragraph 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-Advisers
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 Trusts 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 a 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 advisers
receipt of compensation under Section 36(b) of
the 1940 Act.
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 a 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 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. Compliance Program of the Sub-Adviser.
The Sub-Adviser hereby represents and warrants
that:
(a) in accordance with Rule 206(4)-7
under the Investment Advisers Act of
1940, as amended (the Advisers Act), the
Sub-Adviser has adopted and implemented
and will maintain written policies and
procedures reasonably designed to
prevent violation by the Sub-Adviser and
its supervised persons (as such term is
defined in the Advisers Act) of the
Advisers Act and the rules the SEC has
adopted under the Advisers Act; and
(b) to the extent that the Sub-
Advisers activities or services could
affect a Fund, the Sub-Adviser has
adopted and implemented and will
maintain written policies and procedures
that are reasonably designed to prevent
violation of the federal securities laws
(as such term is defined in Rule 38a-1
under the 0000 Xxx) by the Funds and the
Sub-Adviser (the policies and procedures
referred to in this Paragraph 7(b),
along with the policies and procedures
referred to in Paragraph 7(a), are
referred to herein as the Sub-Advisers
Compliance Program).
8. Reporting of Compliance Matters.
(a) The Sub-Adviser shall promptly
provide to the Trusts Chief Compliance
Officer (CCO) the following documents:
(i) copies of all SEC
examination correspondences,
including correspondences
regarding books and records
examinations and sweep
examinations, issued during the
term of this Agreement, in which
the SEC identified any concerns,
issues or matters (such
correspondences are commonly
referred to as deficiency letters)
relating to any aspect of the Sub-
Advisers investment advisory
business and the Sub-Advisers
responses thereto;
(ii) a report of any material
violations of the Sub-Advisers
Compliance Program or any material
compliance matters (as such term
is defined in Rule 38a-1 under the
0000 Xxx) that have occurred with
respect to the Sub-Advisers
Compliance Program;
(iii) a report of any material
changes to the policies and
procedures that compose the Sub-
Advisers Compliance Program;
(iv) a copy of the Sub-Advisers
chief compliance officers report
(or similar document(s) which
serve the same purpose) regarding
his or her annual review of the
Sub-Advisers Compliance Program,
as required by Rule 206(4)-7 under
the Advisers Act; and
(v) an annual (or more
frequently as the Trusts CCO may
reasonably request) representation
regarding the Sub-Advisers
compliance with Paragraphs 7 and 8
of this Agreement.
(b) The Sub-Adviser shall also provide
the Trusts CCO with:
(i) reasonable access to the
testing, analyses, reports and
other documentation, or summaries
thereof, that the Sub-Advisers
chief compliance officer relies
upon to monitor the effectiveness
of the implementation of the Sub-
Advisers Compliance Program; and
(ii) reasonable access, during
normal business hours, to the Sub-
Advisers facilities for the
purpose of conducting pre-arranged
on-site compliance related due
diligence meetings with personnel
of the Sub-Adviser.
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 Xxxxx
Xxxx, XX 00000
Attention: Legal
Department
To the Trusts CCO at:
SEI Investments Management
Corporation
Xxx Xxxxxxx Xxxxxx Xxxxx
Xxxx, XX 00000
Attention: Xxxx Xxxxx
To the Sub-Adviser
at:
X X Xxxxxx Capital
Management Limited
Ground Floor
Ryder Court
00 Xxxxx Xxxxxx
Xxxxxx
XX0X 0XX
XX
Attention: Xxxxx Xxxxxxx
12. Noncompete Provisions.
(a) The Sub-Adviser hereby agrees that,
the Sub-Adviser will:
(i) waive enforcement of any
noncompete agreement or other
agreement or arrangement to which
it is currently a party that
restricts, limits, or otherwise
interferes with the ability of the
Adviser to employ or engage any
person or entity to provide
investment advisory or other
services and will transmit to any
person or entity notice of such
waiver as may be required to give
effect to this provision; and
(ii) not become a party to any
noncompete agreement or other
agreement or arrangement that
restricts, limits or otherwise
interferes with the ability of the
Adviser to employ or engage any
person or entity to provide
investment advisory or other
services.
(b) Notwithstanding any termination of
this Agreement, the Sub-Advisers
obligations under this Paragraph 12
shall survive.
13. Amendment of Agreement. This Agreement
may be amended only by written agreement of
the Adviser and the Sub-Adviser and only in
accordance with the provisions of the 1940 Act
and the rules and regulations promulgated
thereunder.
14. Entire Agreement. This Agreement
embodies the entire agreement and
understanding between the parties hereto, and
supersedes all prior agreements and
understandings relating to this Agreements
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 14, 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 6 of thisAgreement with
respect to such Fund shall be the execution
date of the relevant Schedule.
15. 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 a Fund or
the Trust.
(b) Where the effect of a requirement
of the 1940 Act or Advisers 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
X X Xxxxxx Capital
Management Limited
By:
By:
/s/ Xxxxxx X. Xxxxxxxxx
/s/ Xxxx Xxxxxxx
Name:
Name:
Xxxxxx X. Xxxxxxxxx
Xxxx Xxxxxxx
Title:
Title:
Vice President
Director
Schedule A
to the
Sub-Advisory Agreement
between
SEI Investments Management Corporation
and
X X Xxxxxx Capital Management Limited
As of October 26, 2011
SEI INSTITUTIONAL INTERNATIONAL TRUST
Emerging Markets Equity Fund
Schedule B
to the
Sub-Advisory Agreement
between
SEI Investments Management Corporation
and
X X Xxxxxx Capital Management Limited
As of October 26, 2011
Pursuant to Paragraph 4, the Adviser shall pay the
Sub-Adviser compensation at an annual rate as
follows:
SEI Institutional International Trust
[REDACTED]
Agreed and Accepted:
SEI Investments
Management Corporation
X X Xxxxxx Capital
Management Limited
By:
By:
/s/ Xxxxxx X. Xxxxxxxxx
/s/ Xxxx Xxxxxxx
Name:
Name:
Xxxxxx X. Xxxxxxxxx
Xxxx Xxxxxxx
Title:
Title:
Vice President
Director
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