INVESTMENT SUB-ADVISORY AGREEMENT
SEI INSTITUTIONAL INTERNATIONAL TRUST
AGREEMENT made as of this _____ day of 2014
between SEI Investments Management Corporation (the
Adviser) and Tradewinds Global Investors, LLC (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) (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. The
fee will be calculated based on the average
daily value of the Assets, excluding cash with
respect to a Fund that is an equity fund,
under the Sub-Advisers management and will be
paid to the Sub-Adviser monthly. 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) summaries 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; provided that
the Trusts CCO and/or members of
SEI Funds Compliance Department
may inspect (without taking
copies) copies of all such
documents at the Sub-Advisers
principal office during normal
business hours and upon reasonable
notice;
(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 summary 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 with
respect to the Fund; 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:
Tradewinds Global Investors, LLC
0000 Xxxxxxx Xxxx Xxxx,
00xx Xxxxx
Xxx Xxxxxxx, XX 00000
Attention: Xxxxxxx X. Xxxxxxx
00. 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.
13. 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 this Agreement with
respect to such Fund shall be the execution
date of the relevant Schedule.
14. 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
Tradewinds Global Investors, LLC
By:
____________________________________
By:
____________________________________
Name:
____________________________________
Name:
____________________________________
Title:
____________________________________
Title:
____________________________________
Schedule A
to the
Sub-Advisory Agreement
between
SEI Investments Management Corporation
and
Tradewinds Global Investors, LLC
As of , 2014
SEI INSTITUTIONAL INTERNATIONAL TRUST
International Equity Fund
Schedule B
to the
Sub-Advisory Agreement between
SEI Investments Management Corporation
and
Tradewinds Global Investors, LLC
As of September 28,
2010, as amended
December , 2012 and _____, 2014
Pursuant to Paragraph 4, the Adviser shall pay the
Sub-Adviser compensation at an annual rate as
follows:
SEI Institutional International Fund
International Equity Fund
The fee schedule below will be applied to the sum of
the average daily value of the Assets of the SEI
Institutional International Trust International
Equity Fund and:
(1) the average daily value of the Assets of
any other international equity SEI mutual fund
or account (each an International Equity
Fund/Account, collectively the International
Equity Funds/Accounts) to which the Sub-
Adviser may now or in the future provide
investment advisory/sub-advisory services; and
(2) the average daily value of the Assets of
any other Global Developed Markets Equity
Fund/ SEI mutual fund or account (each an GDME
Fund/Account, collectively the GDME
Funds/Accounts) to which the Sub-Adviser may
now or in the future provide investment
advisory/sub-advisory services.
Each International Equity Fund/Account and GDME
Fund/Account will be responsible for its pro rata
portion of the total fee determined pursuant to this
paragraph based on the relative values of the
average daily Assets of the International Equity
Funds/Account and GDME Funds/Accounts managed by
Sub-Adviser (as set forth below).
[Redacted] per annum of the average daily value of
the Assets on the first $250 million
[Redacted] per annum of the average daily value of
the Assets over $250 million
As of the effective date of this Schedule B the
International Equity and GDME Funds are as
follows:
SEI Institutional International Trust
International Equity Fund;
(Canada) EAFE Equity Fund; and
SEI Global Master Fund plc the SEI Global
Developed Markets Equity Fund (UCITS).
Agreed and Accepted:
SEI Investments Management Corporation
Tradewinds Global Investors, LLC
By:
____________________________________
By:
____________________________________
Name:
____________________________________
Name:
____________________________________
Title:
____________________________________
Title:
____________________________________
9
1
1-PH/2929091.1
