INVESTMENT SUB-ADVISORY AGREEMENT
SEI INSTITUTIONAL INTERNATIONAL TRUST
AGREEMENT made this 28th day of September, 2000, between SEI
Investments Management Corporation, a Delaware Corporation (the "Adviser") and
Xxxxxx Xxxxxx, Inc., a New York Corporation (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 June 14, 1996 (the "Advisory Agreement") with the Trust, pursuant to which
the Adviser will act as investment adviser to the International Equity Fund (the
"Fund"), 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 and certain related
administrative services to the Adviser in connection with the management of
the Fund, and the Sub-Adviser is willing to render such investment advisory
services and related administrative 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 Fund entrusted to it hereunder (the
"Assets"), including the purchase, retention and disposition of the
Assets, in accordance with the Fund's investment objectives, policies and
restrictions as stated in the 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 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 the Fund, and what portion of
the Assets will be invested or held uninvested in cash. The
foregoing is not intended to impose upon the Sub-Adviser an
obligation to consult with the Adviser in each instance when
effecting portfolio transactions involving the Assets.
(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 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, Not withstanding the foregoing, The
Sub-Adviser shall be entitled to comply and conform its conduct
to the Investment Management Regulatory Organization Limited
("IMRO") rules. The Sub-Adviser will notify the Adviser and IMRO as
appropriate, in writing, of any perceived or potential conflict
with the foregoing.
(c) The Sub-Adviser shall determine the Assets to be purchased or sold
by the 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 the 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 the 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) 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 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.
The Sub-Adviser shall have no responsibility for the failure,
default or actions or omissions of any broker, dealer or any
other party executing transactions on behalf of the Trust.
(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 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 the 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-advisor, to the Adviser).
(e) The Sub-Adviser shall provide each 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 materially 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. The Adviser aknowledges that it has
been furnished with a copy of the Sub-Adviser's current Code of
Ethics.
(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 Fund 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. Non-advisory functions to be
provided under this Agreement may be provided by affiliates of
the Sub-Advisor.
2. DUTIES OF THE ADVISER. The Adviser shall continue to have responsibility
for all services to be provided to the Fund 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 as in effect on the date of this Agreement;
(d) any order issued by the SEC or other regulatory authority applicable
to the Trust, the Fund or the Adviser as in effect on the date
of this Agreement; 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 as in effect on the date of this
Agreement.
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 Adviser, the Trust or the Fund. Without limiting the generality of
the foregoing, the Sub-Adviser shall not be responsible for brokerage
commissions and other costs in connection with the purchase and sale of
securities or other investment instruments on behalf of the Fund, issue
and, transfer taxes or fees, interest or custody fees and expenses of
the Fund.
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
reasonable out-of-pocket expenses) howsoever arising from or in
connection with the performance of the Sub-Adviser's obligations
under this Agreement to the extent that such losses result from the
Sub-Adviser's negligence, willful misfeasance, breach bad faith or
reckless disregard of its duties 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 attorneys' fees and other related expenses) howsoever arising
from or in connection with the performance of the Adviser's
obligations under this Agreement to the extent that such losses result
from the Adviser's negligence, willful misfeasance, breach, bad faith,
or reckless disregard of its duties under this Agreement; provided,
however, that the 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 Sub-Adviser, is caused by or is otherwise
directly related to the Sub-Adviser's own willful misfeasance, bad faith
or negligence, or to the reckless disregard of its duties under this
Agreement.
The Sub-Adviser shall not be liable for any loss or damage arising out
of the performance of its duties hereunder unless such loss or damage
arose out of or in connection with its breach of this Agreement or its
negligence, willful default, bad faith, or fraud in the performance of
its duties hereunder. The presence of any exculpatory language in this
Agreement shall not be deemed by the Adviser, the Fund, the
Sub-Adviser, any custodian or party appointed pursuant to this
Agreement as in any way limiting causes of action and remedies which
may, notwithstanding such language, be available either under common
law or statutory law principles applicable to fiduciary relationships
under U.S. federal securities laws.
6. CUSTODIAN. The Adviser shall provide the Sub-Adviser with reasonable
instructions concerning the custodian designated to hold the Assets
(the "Custodian") under the Fund's custody.
The Sub-Adviser shall have no responsibility or liability with respect
to custody arrangements for the acts or omissions or other conducts of
the Custodian or sub-custodian or any other person holding assets on
behalf of the Fund.
The Custodian will be responsible for ensuring that any interests that
the Trust has in a class action in respect of assets held or formerly
held on behalf of the Trust are pursued.
7. REPRESENTATIONS AND WARRANTIES OF THE ADVISER. The Adviser represents
and warrants to the Sub-Adviser that (a) the Adviser has the authority
to act on behalf of the Fund and the Trust; (b) this Agreement has
been duly authorized, executed and delivered by the Adviser and
constitutes its valid and binding obligation; (c) no governmental
authorizations, approvals, consents or filings are required in connection
with the execution, delivery or performance of this Agreement by the
Adviser; and (d) the execution, delivery and performance of this
Agreement by the Adviser does not violate or result in any default under
the Adviser's certificate of incorporation or by-laws (or equivalent
organizational documents), any contract or other agreement to which the
Adviser is a party or by which its assets may be bound or any statute or
any rule, regulation or order of any governmental agency or body
8. REPRESENTATIONS OF SUB-ADVISER. The Sub-Adviser represents that it is
registered as an investment adviser under the U.S. Federal Investment
Advisers Act of 1940, as amended, and is regulated in the conduct of its
investment business in the IMRO. On the basis of the information and
representations provided by the Adviser to the Sub-Adviser, the Sub
Adviser reasonably believes that the Adviser and the Trust are
Non-private Customers as defined in the rules of IMRO and therefore,
the services to be provided by the Sub-Adviser are provided on that basis
9. DURATION AND TERMINATION. This Agreement shall become effective upon its
approval by the Trust's Board of Trustees. 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 Fund: (a) by the 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 unless otherwise required by applicable law the rules of IMRO
or any competent regulatory authority. 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 9, 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.
10. 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.
11. 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.
12. 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 Sub-Adviser at: Xxxxxx Xxxxxx, Inc.
Saltire Court, 00 Xxxxxx Xxxxxxx
Xxxxxxxxx, Xxxxxxxx XX0 0XX
Attention: Xxx Xxxx
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 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.
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
personally upon any of the Trustees, officers or shareholders of
the Fund 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.
The following provisions are included at the Sub-Adviser's request
in order to facilitate the Sub-Adviser's compliance with
rules of IMRO. Such provisions are not intended to modify or
supercede any other provision of the Agreement:
(c) The initial value including cash, and composition of the
Assets is as contained in Schedule B.
(d) The investment of the Portfolio assets involves a number of
risks and the Adviser's attention is drawn to the risk
warnings set out in Schedule C.
(e) (i) The Sub-Adviser may, from time to time enter into soft
commission agreements. Such arrangements will not affect best
execution.
(ii) The Sub-Adviser will notify the Adviser of the soft
commission agreements which it has entered into and which are
effective as at the date of this Agreement.
(iii) The Sub-Adviser will, on an annual basis, disclose to
the Adviser such information relating to the services it
receives under soft commission agreements as required by the
IMRO rules.
(f) Any complaint about the Sub-Adviser should be notified in
writing to the Compliance Officer of the Sub-Adviser who will
investigate it and give a response. Once a complaint has been
responded to in writing, if no indication has been received
from the Adviser that it is not satisfied with the response
then after two months from the date of the response the
Sub-Adviser may treat the complaint as settled and resolved.
If the Adviser is not satisfied with the response they may
complain to the Investment Ombudsman and may, in the event of
the Sub-Adviser's inability to meet any liabilities to the
Sub-Adviser, be able to claim on the Investor's Compensation
Scheme, run by the Financial Services Authority. A leaflet
explaining how the Scheme works and when the Adviser can claim
is available, upon request, from the Sub-Adviser.
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/ Xxxxx X. Xxxxxxx
----------------------------
Name: Xxxxx X. Xxxxxxx
----------------------------
Title: Vice President
----------------------------
Attest: /s/ Xxxxxx Xxxxxxxxx
----------------------------
XXXXXX XXXXXX, INC.
By: /s/ X. X. Xxxxxx
----------------------------
Name: X. X. Xxxxxx
----------------------------
Title: Director
----------------------------
Attest: [SIGNATURE APPEARS HERE]
----------------------------
SCHEDULE A
TO THE
SUB-ADVISORY AGREEMENT
BETWEEN
SEI INVESTMENTS MANAGEMENT CORPORATION
AND
XXXXXX XXXXXX, INC.
Pursuant to Section 4, the Adviser shall pay the Sub-Adviser compensation at an
annual rate as follows:
SEI INSTITUTIONAL INTERNATIONAL TRUST
International Equity Fund X.XX%
If the Total Assets as defined below are less than US$400m on 28th March 2001,
the fees will be as follows:
X.XX% per annum on the first US$25 of the Assets
X.XX% per annum on the next US$25 of the Assets
X.XX% per annum on the Assets in excess of US$50m
For the purposes of determining the above fees Total Assets means the assets
of the SEI Institutional International Trust, SEI Institutional Investments
Trusts, SEI Global Master Fund PLC - SEI Japan Equity Fund and the Mediolanum
Fund to which Xxxxxx Xxxxxx Inc or Xxxxxx Xxxxxx Investment Management
Limited are appointed by SEI Investments Management Corporation as
sub-advisor.
