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INVESTMENT SUB-ADVISORY AGREEMENT
SEI INSTITUTIONAL INVESTMENTS TRUST
AGREEMENT made as of this 22nd day of September, 1999, between SEI
Investments Management Corporation (the "Adviser") and Nomura Corporate Research
and Asset Management, Inc. (the "Sub-Adviser").
WHEREAS, SEI Institutional Investments 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 High Yield Bond 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 carry out the
advisory services hereunder with respect to 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 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 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 all 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
Statement (as defined herein) and
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Prospectus or as the Board of Trustees or the Adviser may 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 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
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.
(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 relating to the Assets that is required to be
filed by the Adviser or the Trust with the SEC or
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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-adviser, to the Adviser).
(e) The Sub-Adviser shall provide the 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) SEI acknowledges that the Sub-Adviser performs investment
advisory services for various other clients and may give advice, and
take action, with respect to any of those other clients which may
differ from the advice given, or the timing or nature of action taken,
with respect to the Fund, provided that over a period of time the
Sub-Adviser, to the extent practical, will allocate investment
opportunities to the Fund on a fair and equitable basis relative to
other similarly-situated accounts and will attempt to minimize any
dispersion of returns between the Fund and such accounts.
SEI also acknowledges that the Sub-Adviser, its principals, employees
and affiliates, and other clients of the Sub-Adviser may have, acquire,
increase, decrease, or dispose of securities or interests therein at or
about the same time that the Sub-Adviser is purchasing or selling
securities or interests therein for the Fund which are or may be deemed
to be inconsistent with the actions taken by such persons. The
Sub-Adviser shall not have any obligations to purchase or sell, or
recommend the purchase or sale, for the Fund any securities
transactions that the Sub-Adviser, its principals, employees or
affiliates, or other clients undertake.
(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 shall provide the Fund's custodian with instructions for voting 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 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.
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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 instructions and directions of the Board of
Trustees of the Trust, the requirements of all 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) Prospectus(es) of the 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 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. 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
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
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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 attorney's fees and other related reasonable out-of-pocket
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.
6. REPRESENTATIONS AND WARRANTIES. The Adviser and Sub-Adviser each hereby
represents and warrants to the other party (a) that it has full power
and authority to enter into and
perform under this Agreement, (b) no consent or authorization is
required in connection with the execution and delivery of, and
performance under, this Agreement (except for those which have been
obtained), and (c) the execution and delivery of, and performance
under, this Agreement does not and will not conflict with or violate
the Advisory Agreement, the Fund's Declaration of Trust or its
investment objectives, policies or restrictions, By-Laws or other
operating documents.
7. 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 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 until September 2001, and shall
continue in force and effect from year to year thereafter, provided
such 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
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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.
8. 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.
9. 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.
10. 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: Nomura Corporate Research and Asset
Management, Inc.
Two World Financial Center, Building B
New York, New York 10281-1198
Attention: Robert Levine
cc: General Counsel
11. 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. This Agreement may not
be modified or amended in any respect except by a writing signed by the
parties hereto.
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
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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 NOMURA CORPORATE RESEARCH AND ASSET
MANAGEMENT, INC.
By: /s/ Todd B. Cipperman By: /s/ Robert Levine
Name: Todd B. Cipperman Name: Robert Levine
Title: Vice President Title: President
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SCHEDULE A
TO THE
SUB-ADVISORY AGREEMENT
BETWEEN
SEI INVESTMENTS MANAGEMENT CORPORATION
AND
NOMURA CORPORATE RESEARCH AND ASSET MANAGEMENT, INC.
Pursuant to Article 4, the Adviser shall pay the Sub-Adviser compensation at an
annual rate as follows:
SEI Institutional Investments Trust
High Yield Bond Fund 0.25%
