AMENDMENT TO INVESTMENT SUB-ADVISORY AGREEMENT FOR
THE
SEI INSTITUTIONAL INTERNATIONAL TRUST
THIS AMENDMENT to the Investment Sub-Advisory
Agreement for the SEI Institutional International
Trust between Delaware Management Company (the Sub-
Adviser), a series of Delaware Management Business
Trust, and SEI Investments Management Corporation, a
Delaware corporation (the Adviser), is made
effective as of the 15th day of September 2011.
WHEREAS, the Sub-Adviser and the Adviser
previously entered into an Investment Sub-Advisory
Agreement dated as of March 25, 2011 (the
Agreement); and
WHEREAS, the parties desire to amend the
Agreement with respect to the manner in which the
Sub-Advisers compensation is calculated by the
Adviser.
NOW, THEREFORE, the parties to this Amendment,
intending to be legally bound, agree as follows:
1. Unless otherwise defined herein,
capitalized terms shall have the meaning set forth
in the Agreement.
2. Unless otherwise set forth herein, all
provisions of the Agreement shall remain in effect.
3. Paragraph 4 of the Agreement is hereby
deleted in its entirety and replaced with the
following:
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]. 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.
IN WITNESS WHEREOF, the parties hereto have
caused this Amendment to the Agreement to be
executed by their officers designated below as of
the day and year first written above.
SEI Investments Management Corporation
Delaware Management Company, a series
of Delaware Management Business Trust
By:
/s/ Xxxx XxXxxxxx
By:
/s/ Xxxxxxx X. Xxxxx
Name:
Xxxx XxXxxxxx
Name:
Xxxxxxx X. Xxxxx
Title:
Vice President
Title:
President
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