INVESTMENT SUB-ADVISORY AGREEMENT
SEI INSTITUTIONAL INVESTMENTS TRUST
AGREEMENT made this 26 day of June 2002, between SEI Investments
Management Corporation, (the "Adviser") and XxXxxxxx Capital Management, Inc.
(the "Sub-Adviser").
WHEREAS, SEI Institutional Managed 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 June 14, 1996, (the "Advisory Agreement") with the Trust, pursuant to
which the Adviser acts as investment adviser to the Large Cap Growth and Large
Cap Funds (each a "Fund" and together the "Funds"), in which each is a series of
the Trust; 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 the Funds, 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 Funds entrusted to it hereunder (the
"Assets"), including the purchase, retention and disposition of the
Assets, in accordance with each Fund's investment objectives, policies
and restrictions as stated in a 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 a
"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, a Sub-Adviser shall act in conformity with the
Trust's Declaration of Trust (as defined herein) and each
Prospectus and with the written instructions and directions of
the Adviser and of the Board of Trustees of the Trust
delivered to the Sub-Adviser and will conform to and comply
with the applicable requirements of the 1940 Act, Subchapter M
of the Internal Revenue Code of 1986, 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
each Fund's Prospectus delivered to the Sub-Adviser or as the
Board of Trustees
or the Adviser may in writing direct from time to time, in
conformity with 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 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). Consistent with the policies of the Trust, as disclosed
in each Prospectus, the Sub-Adviser is authorized to pay to a
broker or dealer who provides such brokerage and research
services a commission for executing a Fund 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 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 a 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"), the Investment Advisers Act of 1940, as amended, and
the 1940 Act, and the rules and regulations thereunder.
On occasions when the Sub-Adviser deems the purchase or sale
of a security to be in the best interest of the Fund as well
as other clients, the Sub-Adviser, to the extent permitted by
applicable laws and regulations, may aggregate the securities
to be sold or purchased in order to obtain the best execution
and/or a lower brokerage commission, if any. In such event,
allocation of the securities so purchased or sold, as well as
the expenses incurred in the transaction, will be made by the
Sub-Adviser in the manner it considers to be the most
equitable and consistent with its fiduciary obligations to the
Fund and to such clients.
(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 a Fund required by Rule 31a-1 under the 1940 Act.
The Sub-Adviser shall also furnish to the Adviser any other
information within the possession or control of the
Sub-Adviser 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). 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 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. In addition, nothing in
this agreement will in any way restrict the Sub-Adviser, its
officers, directors or employees from trading in securities
for its or their own accounts as permitted by the 1940 Act and
the Sub-Adviser's Code of Ethics, provided that the
Sub-Adviser's Code of Ethics materially complies with the then
current Code of Ethics recommendations of the Investment
Company Institute.
(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 Assets. The Adviser shall instruct the
custodian and other parties providing services to the Funds to
forward promptly all such proxies to the Sub-Adviser.
Services to be furnished by the Sub-Adviser under this
Agreement may be furnished through the medium of any of the
Sub-Adviser's directors, officers or employees.
2. DUTIES OF THE ADVISER. The Adviser shall continue to have
responsibility for all services to be provided to the Funds 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 written instructions and directions of the Board of
Trustees of the Trust, the requirements of the 1940 Act, Subchapter M
of the Internal Revenue Code of 1986, 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");
(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, herein
called the "By-Laws");
(c) the Prospectus;
(d) any order issued by the SEC or other regulatory authority
applicable to the Trust, the Fund or the Adviser; and
(e) any other written instructions, directions or policies of the
Adviser or the Trust's Board of Trustees applicable to the
Sub-Adviser's duties hereunder.
The Adviser will promptly furnish to the Sub-Adviser any and
all amendments or other changes to the documents specified in
this Section 3, and the Sub-Adviser shall not be charged with
complying with any such document or amendment not so delivered
to the Sub-Adviser, unless the Sub-Adviser reasonably should
have known the terms of such document or amendment.
4. COMPENSATION TO THE SUB-ADVISER; EXPENSES. 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 and accepts as
full compensation therefor, a sub-advisory fee at the rate specified in
the Schedule(s) which is attached hereto and made part of this
Agreement. The fee will be calculated based on the average monthly
market 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.
The Sub-Adviser shall be responsible for its own expenses in performing
its duties hereunder but shall not be responsible for the expenses of
the Trust or the Funds. Without limiting the generality of the
foregoing, the Sub-Adviser shall not be responsible for brokerage
commissions, transfer taxes or fees or custody fees of the Funds.
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 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.
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, 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 adviser's 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 the
Funds: (a) by each Fund 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, 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 no 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 Adviser's 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: XxXxxxxx Capital Management, Inc.
0000 X Xxxxxx, 0xx Xxxxx
Xxxxxxxxx, Xxxxxx 00000
Attention: President
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, without the prior written agreement of
the Adviser. 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.
11. 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.
12. 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 personally upon any of the Trustees, officers
or shareholders of the Funds 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
effects 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 above written.
SEI INVESTMENTS MANAGEMENT CORPORATION
By: /s/Xxxx Xxxxxxxxx
Name: Xxxx Xxxxxxxxx
Title: Vice President
Attest: /s/Xxxxxx Xxxxxx
XXXXXXXX CAPITAL MANAGEMENT, INC.
By: /s/Xxxxx Xxxxx
Name: Xxxxx Xxxxx
Title: Executive Vice President
Attest: /s/Xxxxxx X. Xxxxxx
SCHEDULE A
TO THE
SUB-ADVISORY AGREEMENT
BETWEEN
SEI INVESTMENTS MANAGEMENT CORPORATION
AND
XXXXXXXX CAPITAL MANAGEMENT, INC.
AS OF JUNE 26, 2002
Pursuant to Paragraph 4, the Adviser shall pay the Sub-Adviser compensation at
an annual rate as follows:
SEI INSTITUTIONAL INVESTMENTS TRUST
Large Cap Growth Fund X.XX%
Large Cap Fund X.XX%
Agreed and Accepted:
SEI INVESTMENTS MANAGEMENT CORPORATION XXXXXXXX CAPITAL MANAGEMENT, INC.
By: /s/Xxxx Xxxxxxxxx By: /s/Xxxxx Xxxxx
Name: Xxxx Xxxxxxxxx Name: Xxxxx Xxxxx
Title: Vice President Title: Executive Vice President
