AMENDMENT TO INVESTMENT SUB-ADVISORY AGREEMENT
Amendment dated as of September 17, 2002 to the Investment Sub-Advisory
Agreement dated March 12, 2002, between SEI Investments Management Corporation
(the "Adviser") and Montag & Xxxxxxxx, Inc. (the "Sub-Adviser") with respect to
the SEI Institutional Investments Trust's Large Cap and Large Cap Growth Funds
(each a "Fund," and collectively the "Funds").
WITNESSETH:
WHEREAS, Adviser and Sub-Adviser entered into an Investment
Sub-Advisory Agreement (the "Agreement") dated March 12, 2002, pursuant to which
the Sub-Adviser renders investment sub-advisory services to each Fund;
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
a Fund; and (ii) the Adviser shall instruct the custodian and other parties
providing services to the Funds to promptly forward misdirected proxies to the
Sub-Adviser; and
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 being responsible for voting and handling proxies in relation to
the securities held as Assets in a Fund.
NOW, THEREFORE, the Adviser and Sub-Adviser hereby amend and restate
Section 1(h) of the Agreement as follows:
(h) Except as may be agreed upon in writing, 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. The Sub-Adviser shall instruct the
custodian and other parties providing services to the Funds to
promptly forward misdirected proxies to the Adviser.
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 MONTAG & XXXXXXXX, INC.
By: /s/ Xxxxxxx X. Xxxxx By: /s/ Xxxxxxx X. Xxxxx
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Name: Xxxxxxx X. Xxxxx Name: Xxxxxxx X. Xxxxx
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Title: Vice President Title: EVP
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