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FORM OF INVESTMENT SUB-ADVISORY AGREEMENT
SEI INSTITUTIONAL INVESTMENTS TRUST
AGREEMENT made this _____ day of September, 2000, between SEI
Investments Management Corporation, (the "Adviser") and Jardine Fleming
International 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 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 to the Adviser in
connection with the management of the Funds, 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 Funds 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, 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, and all
other applicable federal and state laws and regulations, as
each is amended from time to time. The Sub-Adviser agrees to
use reasonable efforts to manage the Assets forming part of
the Fund so that the Fund will qualify, and continue to
quality, as a regulated investment company under Subchapter M
of the Internal
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Revenue Code of 1986, as amended, and regulations issued
thereunder, except as may be authorized to the contrary by the
Trust's Board of Trustees. Schedule B, attached hereto, are
included at the Sub-Advisers request in order to facilitate
the Sub-Adviser's compliance with rules of the Hong Kong
Securities and Future Commission. Such provisions are not
intended to modify or supersedes any other provisions of this
Agreement.
(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 in 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
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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.
(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 a 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 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 and
the Sub-Adviser's Code of Ethics, provided that the
Sub-Adviser's Code of Ethics materially complies with the then
current Code of Ethics recommendations of the Investment
Company Institute.
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(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 commitments 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.
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, 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 currently effective Prospectus and Statement of Additional
Information of the Fund;
(d) resolutions of the Board of Trustees of the Trust authorizing
the execution and deliver of the Advisory Agreement and this
Agreement;
(e) the most recent amendments to the Trust's registration
statement as filed with the SEC under the Securities Act of
1933, as amended and the most recent forms filed with the SEC
for the Trust under the 1940 Act;
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(f) any order issued by the SEC or other regulatory authority
applicable to the Trust, the Fund or the Adviser; and
(g) 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.
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 Trust or the Fund. Without limiting the generality of the
foregoing, the Sub-Adviser shall not be responsible for brokerage
commissions, transfer taxes or fees or custody fees 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
expenses) ("Claims") howsoever arising from or in connection with the
performance of the Sub-Adviser's obligations under this Agreement to
the extent that such Claim is the direct result of the Sub-Adviser's
wilful misfeasance, bad faith or negligence or of the Sub-Adviser's
reckless disregard of its duties under this Agreement; provided
further, 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 Sub-Adviser's
obligations 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
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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. 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 or immediately on
notice to the Adviser prior to its approval by the Trust's Board of
Trustees. 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 Drive
Oaks, PA 19456
Attention: Legal Department
To the Sub-Adviser at: Jardine Fleming International Management, Inc.
47/F, Jardine House, 1 Connaught Place
Hong Kong
Attention: Client Liaison
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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. 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.
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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:
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Name:
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Title:
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Attest:
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JARDINE FLEMING INTERNATIONAL MANAGEMENT, INC.
By:
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Name:
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Title:
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Attest:
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SCHEDULE A
TO THE
SUB-ADVISORY AGREEMENT
BETWEEN
SEI INVESTMENTS MANAGEMENT CORPORATION
AND
JARDINE FLEMING INTERNATIONAL MANAGEMENT, INC.
Pursuant to Section 4, the Adviser shall pay the Sub-Adviser compensation at an
annual rate as follows:
SEI INSTITUTIONAL INVESTMENTS TRUST
International Equity Fund .37%
