INVESTMENT SUB-ADVISORY AGREEMENT
SEI INSTITUTIONAL INTERNATIONAL TRUST
AGREEMENT made this 29th day of June, 1998, between SEI Investments
Management Corporation, (the "Adviser") and Capital Guardian Trust Company
(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 (the "Advisory Agreement") with the Trust, pursuant to
which the Adviser will act as investment adviser to the International Equity
Portfolio (the "Portfolio"), which 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 Portfolio, 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 Portfolio entrusted to it hereunder
(the "Assets"), including the purchase, retention and disposition of the
Assets, in accordance with the Portfolio's investment objectives, policies
and restrictions as stated in the Portfolio's 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, subject to the direction of the Adviser, determine
from time to time what Assets will be purchased, retained or sold by the
Portfolio, 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 Trust's Declaration of Trust
(as defined herein) and the Prospectus 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 specific provisions of the 1940 Act,
the Internal Revenue Code of 1986, and all other applicable federal and
state laws and regulations, as each is amended from time to time as are
identified as the Sub-Adviser's responsibility in the Portfolio's
Compliance Manual to be mutually agreed upon by the Adviser and the
Sub-Adviser.
(c) The Sub-Adviser shall determine the Assets to be purchased or sold by the
Portfolio 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 the Portfolio's
Registration Statement (as defined herein) and Prospectus or as the Board
of Trustees or the Adviser may direct from time to time, in conformity with
federal securities laws. In executing Portfolio transactions and selecting
brokers or dealers, the Sub-Adviser will use its best efforts to seek on
behalf of the Portfolio 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 any guidelines established by the Board of
Trustees of the Trust, 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 the Portfolio 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 the Portfolio. 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) 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 the Portfolio'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") and
the 1940 Act. Adviser will periodically provide Sub-Adviser with a current
list of all such affiliated persons, which list will be relied upon by
Sub-Adviser.
(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 the Portfolio required by Rule 31a-1 under the 1940
Act. 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
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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 the Portfolio are property of the Portfolio and the Sub-Adviser will
surrender promptly to the Portfolio any of such records upon the
Portfolio'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 Portfolio's custodian on each business
day with information relating to all transactions concerning the
Portfolio'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.
(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) Provided that the Custodian timely provides all proxy materials to the
Sub-Adviser, the Sub-Adviser shall review all proxy solicitation materials
and be responsible for voting and handling all proxies in relation to the
securities held in the Portfolio. The Adviser shall instruct the custodian
and other parties providing services to the Portfolio to promptly forward
misdirected 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 partners, officers
or employees.
2. DUTIES OF THE ADVISER. The Adviser shall continue to have responsibility
for all services to be provided to the Portfolio 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
Prospectus, the instructions and directions of the Board of Trustees of the
Trust, and the specific provisions of the 1940 Act, the Internal Revenue
Code of 1986, and all other applicable federal and state laws and
regulations, as each is amended from time to time as are identified as the
Sub-Adviser's responsibility in the Portfolio's Compliance Manual to be
mutually agreed upon by the Adviser and the Sub-Adviser.
3. DELIVERY OF DOCUMENTS. The Adviser has furnished the Sub-Adviser with
copies properly certified or authenticated of each of the following
documents:
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(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, are herein called the
"By-Laws");
(c) Prospectus(es) of the Portfolio.
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 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.
5. INDEMNIFICATION. Notwithstanding anything to the contrary herein, in the
absence of willful misconduct, bad faith, negligence or reckless disregard
of obligations and duties under this Agreement, the Sub-Adviser shall not
be subject to liability to the Adviser for any act or omission in the
course of rendering services under this Agreement.
The Sub-Adviser agrees to indemnify and hold harmless the Adviser, any
affiliated person within the meaning of Section 2(a)(3) of the 1940 Act
("affiliated person") of the Adviser (other than the Sub-Adviser) and each
person, if any, who, within the meaning of Section 15 of the Securities
Act of 1933 (the "1933 Act"), controls ("controlling person") the Adviser
(collectively, the "Indemnified Adviser Parties") against any and all
losses, claims, damages, liabilities or litigation (including reasonable
legal and other expenses) to which the Adviser, or such affiliated person
or controlling person may become subject under the 1933 Act, 1940 Act, the
Investment Advisers Act of 1940 (the "Advisers Act"), or under any other
statute, at common law or otherwise, which (1) may be based upon the
willful misconduct, bad faith or negligence by the Sub-Adviser, any of its
employees or representatives or any affiliate of or any person acting on
behalf of the Sub-Adviser (it being understood that broker/dealers are not
deemed to be acting on behalf of the Sub-Adviser) or (2) may be based upon
any untrue statement or alleged untrue statement of a material fact
contained in a registration statement or prospectus covering the shares of
the Portfolio or any amendment thereof or any supplement thereto or the
omission or alleged omission to state therein a material fact required to
be stated therein or necessary to make the statements therein not
misleading, if such a statement or omission was made with reasonable
reliance upon written information furnished to the Adviser or the
Portfolio, or any affiliated person of the Adviser or the Portfolio, by the
Sub-Adviser or any affiliated person of the Sub-Adviser supplied for the
express purpose of inclusion in such registration statement or prospectus;
provided, however, that in no case is the Sub-Adviser's indemnity in favor
of the Adviser or any affiliated person
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or controlling person of the Adviser deemed to protect such person against
any liability to which any such person would otherwise be subject by reason
of willful misconduct, bad faith or negligence in the performance of its
duties or by reason of its reckless disregard of obligations and duties
under this Agreement or under any law applicable to the Adviser.
The Adviser agrees to indemnify and hold harmless the Sub-Adviser, its
affiliates, and their respective directors, officers, employees and
affiliated persons and controlling persons (collectively, the "Indemnified
Sub-Adviser Parties") against any and all losses, claims, damages,
liabilities or litigation (including reasonable legal and other expenses)
to which any of the Indemnified Sub-Adviser Parties may become subject
under the 1933 Act, 1940 Act, the Advisers Act, or under any other statute,
at common law or otherwise which does not require the Sub-Adviser to
provide an indemnity under the previous paragraph, provided that none of
the Indemnified Sub-Adviser Party has acted in a manner that involves
willful misconduct, bad faith or negligence in the performance of its
duties or by reason of its reckless disregard of obligations and duties
under this Agreement or under any law applicable to the Sub-Adviser.
In order to provide for just and equitable contribution in circumstances in
which the indemnities provided above are for any reason unenforceable or
unavailable to or otherwise insufficient to hold harmless an indemnified
party, the Indemnified Adviser Parties and the Indemnified Sub-Adviser
Parties shall contribute to the aggregate losses, claims, damages,
liabilities and legal and other expenses based upon the relative fault of
the Indemnified Adviser Parties and the Indemnified Sub-Adviser Parties
shall be determined by reference to amongst other things, whether the
untrue or alleged untrue statement of a material fact or the omission or
alleged omission to state a material fact or the inaccurate or alleged
inaccurate representation and or warranty relates to information supplied
by the Indemnified Adviser Parties or the Indemnified Sub-Adviser Parties.
6. DURATION AND TERMINATION. This Agreement shall become effective upon its
approval by the Trust's Board of Trustees and by the vote of a majority of
the outstanding voting securities of the Portfolio; provided, however, that
at any time the Adviser shall have obtained exemptive relief from the
Securities and Exchange Commission permitting it to engage a Sub-Adviser
without first obtaining approval of the Agreement from a majority of the
outstanding voting securities of the Portfolio(s) involved, the Agreement
shall become effective upon its approval by the Trust's Board of Trustees.
Any Sub-Adviser so selected and approved shall be without the protection
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 Portfolio (a) by
the Portfolio 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 Portfolio, (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,
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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: Capital Guardian Trust Company
000 Xxxxx Xxxx Xxxxxx
Xxx Xxxxxxx, XX 00000
Attention: Treasurer
10. 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.
11. ADVISER'S REPRESENTATIONS. The Adviser hereby warrants and represents to
the Sub-Adviser that (a) it has obtained all applicable licenses, permits,
registrations and approvals that may be required in order to serve in its
designated capacities with respect to the Trust, and shall continue to keep
current such licenses, permits, registrations and approvals for so long as
this Agreement is in effect; (b) it is not prohibited by the 1940 Act or
other applicable laws and regulations from performing the services
contemplated by this Agreement; (c) it will immediately notify the
Sub-Adviser of the occurrence of any event that would disqualify it
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from serving in its designated capacities with respect to the Trust; and
(d) this Agreement has been duly and validly authorized, executed and
delivered on behalf of the Adviser and is valid and binding Agreement of
the Adviser enforceable in accordance with its terms.
12. USE OF NAME. The parties agree that the name "Capital Guardian Trust
Company", the names of the Sub-Adviser's affiliates within The Capital
Group Companies, Inc., and any derivative or logo or trade or service xxxx,
are the valuable property of the Sub-Adviser and its affiliates. The Trust
and the Adviser shall have the right to use such name(s), derivatives,
logos, trade or service marks only with the prior written approval of the
Sub-Adviser, which approval shall not be unreasonably withheld so long as
this Agreement is in effect. Upon termination of this Agreement, the Trust
and the Adviser shall forthwith cease to use such name(s), derivatives,
logos, trade or service marks. The Trust and the Adviser agree that they
will review with the Sub-Adviser any advertisement, sales literature or
notice prior to its use that makes reference to the Sub-Adviser so that the
Sub-Adviser may review the context in which it is referred to, it being
agreed that the Sub-Adviser shall have no responsibility to ensure the
adequacy of the form or content of such materials for purposes of the 1940
Act or other applicable laws and regulations. If the Trust, or the Adviser
makes any unauthorized use of the Sub-Adviser's name(s), derivatives,
logos, trade or service marks, the parties acknowledge that the Sub-Adviser
shall suffer irreparable harm for which monetary damages are inadequate and
thus, the Sub-Adviser shall be entitled to injunctive relief.
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 the Portfolio or the Trust.
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 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 CAPITAL GUARDIAN TRUST COMPANY
By: /s/ Xxxxx X. Xxxxxx By: /s/ Xxxxxx X. Xxxxxx 6/26/98
--------------------------------- -------------------------------
Name: Xxxxx X. Xxxxxx Name: Xxxxxx X. Xxxxxx
--------------------------------- -------------------------------
Title: Vice President Title: Senior Vice President & Counsel
--------------------------------- -------------------------------
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SCHEDULE A
TO THE
SUB-ADVISORY AGREEMENT
BETWEEN
SEI INVESTMENTS MANAGEMENT CORPORATION
AND
CAPITAL GUARDIAN TRUST COMPANY
Pursuant to Article 4, the Adviser shall pay the Sub-Adviser compensation at an
annual rate as follows:
SEI Institutional International Trust
International Equity Portfolio .75% of the first $25 million
.60% of the next $25 million
.425% of the next $200 million
.375% on assets over $250 million
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