<PAGE>
INVESTMENT SUB-ADVISORY AGREEMENT
SEI INSTITUTIONAL INTERNATIONAL TRUST
AGREEMENT made as of this 4th day of April, 2000, between SEI
Investments Management Corporation (the "Adviser") and Schroder Investment
Management North America Inc., (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 SEI VP Emerging Markets
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 to the Adviser
in connection with the management of the 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 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 Schedule A attached hereto and in the
Fund's prospectus and statement of additional information, as
currently in effect and as amended or supplemented from time to time
and provided to the Sub-Adviser (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.
(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 and will conform to and comply with the
requirements 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.
(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
Registration
1
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Statement (as defined herein) and Prospectus or as the Board of
Trustees or the Adviser may direct in writing from time to time, in
conformity with federal securities laws. In executing Fund
transactions and selecting brokers or dealers, the Sub-Adviser will
not be required to direct brokerage fees and 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 any guidelines established by the Board of
Trustees of the Trust and provided to the Sub-Adviser, 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 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 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") and the 1940 Act. Notwithstanding any
other provision in this Agreement and documents referenced therein, in
the execution of transactions for the Fund, the Sub-Adviser is
authorized to select any broker or dealer which in the Adviser's
opinion is capable of properly executing the transaction or
transactions then under consideration in a manner which is most
beneficial to the Fund.
(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
2
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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 exemptive or
other relief that the Adviser or the Trust obtains from the SEC, and
will make all filings required to be made by the Sub-Adviser under
Section 13 of the Securities Act of 1933 and the related rules and
forms. 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-adviser, to the Adviser).
(e) The Sub-Adviser shall provide the Fund's custodian on each business
day with information relating to all transactions of such day
concerning the 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. The Adviser understands that the Sub-Adviser's
affiliates offer a broad range of brokerage and investment banking
services, that the employees of the Sub-Adviser and its affiliates may
from time to time act as directors, officers, or employees of
companies whose securities are publicly traded, and that as a result,
such employees may acquire information of a confidential nature. The
Adviser agrees that the Sub-Adviser may, but shall not be required to,
render investment advice with respect to any such company, and that
the Sub-Adviser may in its discretion withhold any such knowledge or
information or refuse to advise with respect to such company, whether
or not the Assets shall include securities of such company, if in the
Sub-Adviser's judgment the disclosure of such knowledge or information
or the rendering of investment advice on the basis thereof would be
unfair, inequitable, a breach of any fiduciary obligation of the Sub-
Adviser to some other person, or unlawful. For the same reasons, the
Sub-Adviser may, in its discretion, exclude securities and other
property from the Assets, and the Sub-Adviser shall not be required to
give advice on securities and other property which it or its
affiliates have distributed, are distributing or propose to
distribute.
(g) The Sub-Adviser shall promptly notify the Adviser of any financial
condition it may incur 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
securities held in the Fund. The Adviser shall instruct the custodian
and other parties providing services to the Fund to promptly forward
proxies to the Sub-Adviser.
3
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(i) 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 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, 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, are herein called the
"By-Laws");
(c) Current Prospectus(es) of the Fund with Amendments.
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 monthly market value of the Assets
under the Sub-Adviser's management and will be paid to the Sub-Adviser
monthly.
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 directly arising from or in connection with any
breach of this Agreement or negligence, willful default, fraud or bad
faith of the Sub-Adviser in the performance of its duties hereunder or
as otherwise may be required by law.
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 Fund;
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
4
<PAGE>
outstanding voting securities of the Fund(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
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 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
One Freedom Valley Road
Oaks, PA 19456
Attention: Legal Department
To the Sub-Adviser at: Schroder Investment Management North
America Inc.
31 Graham Street
London EC2V7QA England
Attn: David Ridgway
Schroder Investment Management Limited
5
<PAGE>
C/O
787 Seventh Avenue, 34th Floor
New York, NY 10019-6091
Attention: Mark Bridgerow
Notice shall be effective upon receipt.
10. NON-HIRE/NON-SOLICITATION. The parties hereby agree 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, neither party
shall for any reason, directly or indirectly, on its own behalf or on
behalf of others, hire or solicit any person employed by the other
party, 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. The parties further agree that, to the extent that a party
breaches the covenant described in this paragraph, the other party
shall be entitled to pursue all appropriate remedies in law or equity.
11. REPRESENTATIONS OF THE SUB-ADVISER. The Sub-Adviser represents that it
is registered as an investment adviser under the Investment Advisers
Act of 1940 and is regulated in the conduct of its investment business
in the United Kingdom by the Investment Management Regulatory
Organisation Limited ("IMRO"). The Sub-Adviser confirms that the
Adviser is a Non-private Customer as defined by IMRO, and the Adviser
confirms that it has taken independent legal advice on this Agreement.
12. LIABILITY OF THE SUB-ADVISER. (i) 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. (ii)
As the Assets are held in the custody of State Street Bank and Trust
Company, the Sub-Adviser shall have no responsibility or liability
with respect to custody arrangements or the acts, omissions or other
conduct of any custodian or sub-custodian of the Assets. (iii) 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 or under U.S. federal
securities laws.
13. DISCLOSURE. The Adviser confirms that it has received, not less than
48 hours prior to signing this Agreement, Part II of Form ADV of the
Sub-Adviser.
14. APPLICABLE LAW. This Agreement shall be construed in accordance with
and governed by the laws of the State of New York without regard to
its conflicts of laws or principles thereof.
15. ENTIRE AGREEMENT. This Agreement embodies the entire agreement and
understanding between the parties hereto, and supersedes all prior
agreements and understandings relating
6
<PAGE>
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.
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 Fund 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 SCHRODER INVESTMENT MANAGEMENT NORTH
AMERICA INC.
By: By:
/s/ Todd Cipperman /s/ Frances Selby
-------------------------- --------------------------
Name: Name:
Todd Cipperman Frances Selby
-------------------------- --------------------------
Title: Title:
Senior Vice President Executive Vice President
-------------------------- --------------------------
7
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SCHEDULE A
TO THE
SUB-ADVISORY AGREEMENT
BETWEEN
SEI INVESTMENTS MANAGEMENT CORPORATION
AND
SCHRODER INVESTMENT MANAGEMENT NORTH AMERICA INC.
SEI INVESTMENTS
Emerging Markets Equity
Objectives, Guidelines & Reporting Requirements
Global Emerging Markets Mandate
SUB-ADVISOR: SCHRODER INVESTMENT MANAGEMENT NORTH AMERICA
Effective Date:
These objectives, guidelines and reporting requirements cover each Account
("Account") related to the SEI Emerging Markets Equity Strategies listed below.
The Sub-Advisor shall manage the assets within the terms of the Investment
Sub-Advisory Agreement, the Prospectus and the Statement of Additional
Information of the Fund or those policies and guidelines specific to a separate
account agreement each subject to the following. In the event that these
objectives are less restrictive or conflict with the three formal documents or
separate account agreement described above, those documents supersede the
objectives and guidelines outlined below. However, these objectives and
guidelines are intended to further specify the broad terms stated in the formal
documents listed above.
These objectives and guidelines apply to the following accounts and should be
followed by all additional accounts initiated after the effective date of this
document unless specifically stated. This list will be updated as needed.
SIT International Strategy (SIT)
SEI Global Master Funds (Offshore) *
Primus Emerging Markets Equity
SEI/Mediolanum Alpha Fund (Mediolanum)
SEI Insurance Product Trust (SIPT)
*See appendix for differences in Offshore mandate
PERFORMANCE OBJECTIVE
On a rolling three-year basis, the objective is to achieve an annualized return
of 4.0%, net of fees, in excess of the returns generated by the MSCI EMF Index
(the "Benchmark"). Performance attribution should demonstrate stock selection
consistently adding to excess returns.
8
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GUIDELINES AND RESTRICTIONS
PERMITTED INVESTMENTS
In seeking to achieve the Performance Objective, the Subadvisor should invest
primarily in equity securities of issuers domiciled in, or organized under the
laws of, the countries that comprise the MSCI EMF Index, subject to the
guidelines or restrictions expressed in Table 1.
For the purposes of these guidelines, equity securities are defined to include
common stocks, securities convertible into common stocks, preferred stocks,
warrants and rights to subscribe to common stocks. The Sub-Adviser may also
invest in appropriate issuers through depository receipts including American
Depository Receipts and Global Depository Receipts. Securities should be
readily marketable. No holding should exceed its benchmark weight + 5%. If the
security is not in the benchmark then the maximum weight of that security
should not exceed 5% of the portfolio. Buying on margin and short selling are
not permitted. Please refer to the SEI International Trust Prospectus for a
listing of Permitted Investments.
COUNTRY AND REGIONAL EXPOSURES
Table 1 shows the MSCI EMF Index Country weights. The guidelines are put in
place to insure that the majority of total active risk (tracking error) should
come from specific asset risk and not from country exposure risk.
Subject to prior approval of SEI Asset Management, the Sub-Adviser may invest
up to 10% of the Mandate's assets in non-benchmark countries. The Sub-Adviser
may invest up to 5% of the Mandate's assets in individual non-benchmark
countries included in the MSCI World Index, subject to the condition that those
investments should derive more than 50% of their revenues or have more than 50%
of their assets in the emerging market countries. Investment in American
Depositary Receipts and Global Depository Receipts of Global Emerging Markets
issuers is permitted.
TABLE 1
<TABLE>
<CAPTION>
---------------------------- -------------------------- -------------------------- --------------------------
COUNTRY MAXIMUM WEIGHT MINIMUM WEIGHT INVESTMENT VEHICLE
---------------------------- -------------------------- -------------------------- --------------------------
<S> <C> <C> <C>
Argentina Bnmk + 5% Bnmk - 5% Local / ADR
---------------------------- -------------------------- -------------------------- --------------------------
Brazil Bnmk + 10% Bnmk - 10% Local / ADR
---------------------------- -------------------------- -------------------------- --------------------------
Chile Bnmk + 5% Bnmk - 5% ADR
---------------------------- -------------------------- -------------------------- --------------------------
China Bnmk + 5% Bnmk - 5% Local / ADR
---------------------------- -------------------------- -------------------------- --------------------------
Colombia Bnmk + 5% Bnmk - 5% ADR
---------------------------- -------------------------- -------------------------- --------------------------
Czech Republic Bnmk + 5% Bnmk - 5% Local / ADR
---------------------------- -------------------------- -------------------------- --------------------------
Greece Bnmk + 10% Bnmk - 10% Local / ADR
---------------------------- -------------------------- -------------------------- --------------------------
Hungary Bnmk + 5% Bnmk - 5% Local / ADR
---------------------------- -------------------------- -------------------------- --------------------------
India Bnmk + 10% Bnmk - 10% ADR
---------------------------- -------------------------- -------------------------- --------------------------
Indonesia Bnmk + 5% Bnmk - 5% Local / ADR
---------------------------- -------------------------- -------------------------- --------------------------
Israel Bnmk + 5% Bnmk - 5% Local / ADR
---------------------------- -------------------------- -------------------------- --------------------------
Korea Bnmk + 15% Bnmk - 15% Local / ADR
---------------------------- -------------------------- -------------------------- --------------------------
9
<PAGE>
<S> <C> <C> <C>
Malaysia Bnmk + 10% Bnmk - 10% Local / ADR
---------------------------- -------------------------- -------------------------- --------------------------
Mexico Bnmk + 15% Bnmk - 15% Local / ADR
---------------------------- -------------------------- -------------------------- --------------------------
Pakistan Bnmk + 5% Bnmk - 5% Not Permitted
---------------------------- -------------------------- -------------------------- --------------------------
Peru Bnmk + 5% Bnmk - 5% Local / ADR
---------------------------- -------------------------- -------------------------- --------------------------
Philippines Bnmk + 5% Bnmk - 5% Local / ADR
---------------------------- -------------------------- -------------------------- --------------------------
Poland Bnmk + 5% Bnmk - 5% Local / ADR
---------------------------- -------------------------- -------------------------- --------------------------
South Africa Bnmk + 15% Bnmk - 15% Local / ADR
---------------------------- -------------------------- -------------------------- --------------------------
Sri Lanka Bnmk + 5% Bnmk - 5% Not Permitted
---------------------------- -------------------------- -------------------------- --------------------------
Taiwan Bnmk + 15% Bnmk - 15% Local / ADR
---------------------------- -------------------------- -------------------------- --------------------------
Thailand Bnmk + 5% Bnmk - 5% Local / ADR
---------------------------- -------------------------- -------------------------- --------------------------
Turkey Bnmk + 5% Bnmk - 5% Local / ADR
---------------------------- -------------------------- -------------------------- --------------------------
Russia* Bnmk + 5% Bnmk - 5% Local** / ADR
---------------------------- -------------------------- -------------------------- --------------------------
Venezuela Bnmk + 5% Bnmk - 5% Local / ADR
---------------------------- -------------------------- -------------------------- --------------------------
</TABLE>
*ADR investment only in Mediolanum account
** Only RTS (Russian Trading Syatem) allowed when investing in local shares.
Table 2 below contains the regional target allocations and ranges for the
manages sub accounts. Holdings outside of these ranges may be maintained only
after consultation with SEI.
Table 2
<TABLE>
<CAPTION>
------------------------------------- ----------------------------------- -----------------------------------
REGIONAL EXPOSURES MAXIMUM MINIMUM
------------------------------------- ----------------------------------- -----------------------------------
<S> <C> <C>
Latin America Bnmk + 20% Bnmk - 20%
------------------------------------- ----------------------------------- -----------------------------------
Asia Bnmk + 20% Bnmk - 20%
------------------------------------- ----------------------------------- -----------------------------------
Europe Bnmk + 20% Bnmk - 20%
------------------------------------- ----------------------------------- -----------------------------------
EMEA Bnmk + 20% Bnmk - 20%
------------------------------------- ----------------------------------- -----------------------------------
</TABLE>
CURRENCY MANAGEMENT
This mandate is unhedged. Hedging should NOT be undertaken for the purposes of
enhancing returns. Currency hedging may be used strictly and only to cover
anticipated purchases and sales of securities.
CASH MANAGEMENT
The Fund should be FULLY INVESTED AT ALL TIMES. SEI will be managing cash flows
within the fund and will maintain a cash balance for any withdrawals to the
Fund. The Global Emerging Markets manager will be notified of additional cash
flows into the portfolio by SEI on a timely basis.
When possible the fully invested fund should be targeted at a cash level less
than 1.5% of the account's assets. It is understood that due to transactional
issues or settlement delays, the account could reach a maximum of 3.0% cash or
be in an overdraft position. However, this would be considered an aberration
from normal practice and when breached, a conversation should be initiated
10
<PAGE>
with SEI. In order to facilitate a low cash percentage in the Subadvisors
portfolio, SEI Investments will manage cash flows within the SEI portfolio. The
Subadvisor will be notified by SEI Investments of any potential cash flows into
or out of the Subadvisors portfolio on a timely basis.
ACCOUNT DISPERSION
Because each account managed for SEI Investments is similar, dispersion among
the accounts should be minimized. However, due to uneven funding schedules,
performance between accounts may differ. The dispersion should be kept to
within 1.0% annually among all accounts managed for SEI Investments.
REPORTING REQUIREMENTS
MONTHLY REPORTING
- Please e-mail or fax a report of the monthly return for each of the
accounts managed on SEI's behalf
- Conference call between the SEI analyst and one of the fund's portfolio
manager
- Any material organizational changes
- Any material changes in assets under management
QUARTERLY REPORTING
- Quarterly performance questionnaire
- Quarterly compliance questionnaire
- Reported composite Information
ANNUAL REPORTING
- An annual review of the markets and organization
- Attend mutual fund board meeting once every two years
ORGANIZATION/OWNERSHIP CHANGES
The Sub-advisor will provide prompt notification of material changes in
ownership or key personnel. This includes, but is not limited to, the addition
or departure of any executive, portfolio manager, analyst, trader, marketing or
servicing personnel and/or any other individual significant to the investment
process or functioning of the overall business.
INVESTMENT PROCESS CHANGES
The Sub-advisor will provide prompt notification of material changes to the
investment process. This includes, but is not limited to, changes in
philosophy, universe screening models, valuation models, and portfolio
construction methodologies.
11
<PAGE>
APPENDIX
SEI INVESTMENTS
Global Master Funds Equity
Objectives, Guidelines & Reporting Requirements
Global Emerging Markets Mandate
SUB-ADVISOR: SCHRODER INVESTMENT MANAGEMENT NORTH AMERICA
Effective Date:
These objectives, guidelines and reporting requirements cover each Account
("Account") related to the SEI Emerging Markets Equity Strategies listed below.
The Subadvisor shall manage the assets within the terms of the Investment
Subadvisory Agreement, the Prospectus and the Statement of Additional
Information of the Fund or those policies and guidelines specific to a separate
account agreement each subject to the following. In the event that these
objectives are less restrictive or conflict with the three formal documents or
separate account agreement described above, those documents supersede the
objectives and guidelines outlined below. However, these objectives and
guidelines are intended to further specify the broad terms stated in the formal
documents listed above.
PERFORMANCE OBJECTIVE
On a rolling three-year basis, the objective is to achieve an annualized return
of 4.0%, gross of fees, in excess of the returns generated by the MSCI EMF
Index ex South Africa (the "Benchmark").
COUNTRY AND REGIONAL EXPOSURES
This sub account has the same guidelines, restrictions and reporting
requirements as the other sub accounts managed for SEI. The only exception is
the country exposures as outlined in Table 3
TABLE 3
12
<PAGE>
<TABLE>
<CAPTION>
---------------------------- -------------------------- -------------------------- --------------------------
COUNTRY MAXIMUM WEIGHT MINIMUM WEIGHT INVESTMENT VEHICLE
---------------------------- -------------------------- -------------------------- --------------------------
<S> <C> <C> <C>
Argentina Bnmk + 5% Bnmk - 5% Local / ADR
---------------------------- -------------------------- -------------------------- --------------------------
Brazil Bnmk + 10% Bnmk - 10% Local / ADR
---------------------------- -------------------------- -------------------------- --------------------------
Chile Bnmk + 5% Bnmk - 5% ADR
---------------------------- -------------------------- -------------------------- --------------------------
China Bnmk + 5% Bnmk - 5% Local / ADR
---------------------------- -------------------------- -------------------------- --------------------------
Colombia Bnmk + 5% Bnmk - 5% ADR
---------------------------- -------------------------- -------------------------- --------------------------
Czech Republic Bnmk + 5% Bnmk - 5% Local / ADR
---------------------------- -------------------------- -------------------------- --------------------------
Greece Bnmk + 10% Bnmk - 10% Local / ADR
---------------------------- -------------------------- -------------------------- --------------------------
Hungary Bnmk + 5% Bnmk - 5% Local / ADR
---------------------------- -------------------------- -------------------------- --------------------------
India Bnmk + 10% Bnmk - 10% ADR
---------------------------- -------------------------- -------------------------- --------------------------
Indonesia Bnmk + 5% Bnmk - 5% Local / ADR
---------------------------- -------------------------- -------------------------- --------------------------
Israel Bnmk + 5% Bnmk - 5% Local / ADR
---------------------------- -------------------------- -------------------------- --------------------------
Korea Bnmk + 15% Bnmk - 15% Local / ADR
---------------------------- -------------------------- -------------------------- --------------------------
Mexico Bnmk + 15% Bnmk - 15% Local / ADR
---------------------------- -------------------------- -------------------------- --------------------------
Pakistan Bnmk + 5% Bnmk - 5% Not Permitted
---------------------------- -------------------------- -------------------------- --------------------------
Peru Bnmk + 5% Bnmk - 5% Local / ADR
---------------------------- -------------------------- -------------------------- --------------------------
Philippines Bnmk + 5% Bnmk - 5% Local / ADR
---------------------------- -------------------------- -------------------------- --------------------------
Poland Bnmk + 5% Bnmk - 5% Local / ADR
---------------------------- -------------------------- -------------------------- --------------------------
South Africa 10% 0% Local / ADR
---------------------------- -------------------------- -------------------------- --------------------------
Sri Lanka Bnmk + 5% Bnmk - 5% Not Permitted
---------------------------- -------------------------- -------------------------- --------------------------
Taiwan Bnmk + 15% Bnmk - 15% Local / ADR
---------------------------- -------------------------- -------------------------- --------------------------
Thailand Bnmk + 5% Bnmk - 5% Local / ADR
---------------------------- -------------------------- -------------------------- --------------------------
Turkey Bnmk + 5% Bnmk - 5% Local / ADR
---------------------------- -------------------------- -------------------------- --------------------------
Russia Bnmk + 5% Bnmk - 5% ADR
---------------------------- -------------------------- -------------------------- --------------------------
Venezuela Bnmk + 5% Bnmk - 5% Local / ADR
---------------------------- -------------------------- -------------------------- --------------------------
</TABLE>
13
<PAGE>
SCHEDULE B
TO THE
SUB-ADVISORY AGREEMENT
BETWEEN
SEI INVESTMENT MANAGEMENT CORPORATION
AND
SCHRODER INVESTMENT MANAGEMENT NORTH AMERICA INC.
(SEI INSTITUTIONAL INTERNATIONAL TRUST)
REMUNERATION
Pursuant to Article 4, the Adviser shall pay the Sub-Adviser compensation at an
annual rate as follows:
FOR THE FIRST SIX MONTHS DURING WHICH THE SUB-ADVISER PROVIDES INVESTMENT
MANAGEMENT/ADVISORY SERVICES WITH RESPECT TO THE FUND, STARTING FROM THE
EFFECTIVE DATE OF THIS AGREEMENT (THE "INITIAL PERIOD"):
0.60% of the Total Assets (as defined below in this Schedule A).
AFTER THE INITIAL PERIOD:
If the Total Assets are in an amount less than $350 million, the fee is 0.70%
of the Total Assets.
If the Total Assets are in an amount of $350 million or more and less than $750
million, the fee is 0.60% of the Total Assets.
If the Total Assets are in an amount of $750 million or more, the fee is 0.55
of the Total Assets.
TOTAL ASSETS
For the purpose of determining the above fees, "Total Assets" means the assets
of all funds for which SEI Investments Management Corporation is the Investment
Manager or Investment Adviser, and Schroder Investment Management America Inc.
is the Portfolio Manager or Sub-Adviser.
14
