Exhibit 99.B(d)(1)
INVESTMENT ADVISORY AGREEMENT
SEI INSTITUTIONAL INTERNATIONAL TRUST
(RESTATED AS OF DECEMBER 17, 2002)
AGREEMENT made as of 16th day of December, 1994, by and between SEI
Institutional International Trust (formerly, SEI International Trust), a
Massachusetts business trust (the "Trust"), and SEI Investments Management
Corporation (formerly, SEI Financial Management Corporation), (the "Adviser").
WHEREAS, the Trust is an open-end management investment company
registered under the Investment Company Act of 1940, as amended (the "1940
Act"), consisting of several portfolios of shares, each having its own
investment policies; and
WHEREAS, the Trust desires to retain the Adviser to render investment
management services with respect to its International Equity Fund (formerly,
Core International Equity Portfolio) and the Emerging Markets Equity Fund
(formerly, Emerging Markets Equity Portfolio) and such other portfolios as the
Trust and the Adviser may agree upon (the "Portfolios"), and the Adviser is
willing to render such services:
NOW, THEREFORE, in consideration of mutual covenants herein contained,
the parties hereto agree as follows:
1. DUTIES OF THE ADVISER. The Trust employs the Adviser to manage the
investment and reinvestment of the assets, to hire (subject to the
approval of the Trust's Board of Trustees and, except as otherwise
permitted under the terms of any exemptive relief obtained by the
Adviser from the Securities and Exchange Commission, or by rule or
regulation, a majority of the outstanding voting securities of any
affected Portfolio(s)) and thereafter supervise the investment
activities of one or more sub-advisers deemed necessary to carry out
the investment program of any Portfolios of the Trust, and to
continuously review, supervise and (where appropriate) administer the
investment program of the Portfolios, to determine in its discretion
(where appropriate) the securities to be purchased or sold, to provide
the Administrator and the Trust with records concerning the Adviser's
activities which the Trust is required to maintain, and to render
regular reports to the Administrator and to the Trust's officers and
Trustees concerning the Adviser's discharge of the foregoing
responsibilities. The retention of a sub-adviser by the Adviser shall
not relieve the Adviser of its responsibilities under this Agreement.
The Adviser shall discharge the foregoing responsibilities subject to
the control of the Board of Trustees of the Trust and in compliance
with such policies as the Trustees may from time to time establish, and
in compliance with the objectives, policies, and limitations for each
such Portfolio set forth in the Trust's prospectus and statement of
additional information, as amended from time to time (referred to
collectively as the "Prospectus"), and applicable laws and regulations.
The Trust will furnish the Adviser from time to time with copies of all
amendments or supplements to the Prospectus, if any.
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The Adviser accepts such employment and agrees, at its own expense, to
render the services and to provide the office space, furnishings and
equipment and the personnel (including any sub-advisers) required by it
to perform the services on the terms and for the compensation provided
herein. The Adviser will not, however, pay for the cost of securities,
commodities, and other investments (including brokerage commissions and
other transaction charges, if any) purchased or sold for the Trust.
2. DELIVERY OF DOCUMENTS. The Trust has furnished Adviser with copies
properly certified or authenticated of each of the following:
(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 presently in
effect and as it shall from time to time be amended, is herein
called the "Declaration of Trust");
(b) By-Laws of the Trust (such By-Laws, as in effect on the date
of this Agreement and as amended from time to time, are
herein called the "By-Laws");
(c) Prospectus(es) of the Portfolio(s).
3. OTHER COVENANTS. The Adviser agrees that it:
(a) will comply with all applicable Rules and Regulations of the
Securities and Exchange Commission and will in addition
conduct its activities under this Agreement in accordance with
other applicable law;
(b) will place orders pursuant to its investment determinations
for the Portfolios either directly with the issuer or with
any broker or dealer. In executing Portfolio transactions
and selecting brokers or dealers, the Adviser will use its
best efforts to seek on behalf of the Portfolio the best
overall terms available. In assessing the best overall terms
available for any transaction, the 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 Adviser may also consider the brokerage and
research services (as those terms are defined in Section
28(e) of the Securities Exchange Act of 1934) provided to
the Portfolio and/or other accounts over which the Adviser
or an affiliate of the Adviser may exercise investment
discretion. The Adviser is authorized, subject to the prior
approval of the Trust's Board of Trustees, to pay to a
broker or dealer who provides such brokerage and research
services a commission for executing a portfolio transaction
for any of the Portfolios 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 Adviser
determines in good faith that such commission was reasonable
in relation to the value of the brokerage and research
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services provided by such broker or dealer -- viewed in
terms of that particular transaction or terms of the overall
responsibilities of the Adviser to the Portfolio. In
addition, the Adviser is authorized to allocate purchase and
sale orders for portfolio securities to brokers or dealers
(including brokers and dealers that are affiliated with the
Adviser or the Trust's principal underwriter) to take into
account the sale of shares of the Trust if the 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 any
Portfolio's securities be purchased from or sold to the
Adviser, any sub-adviser engaged with respect to that
Portfolio, the Trust's principal underwriter, or any
affiliated person of either the Trust, the Adviser, and
sub-adviser or the principal underwriter, acting as
principal in the transaction, except to the extent permitted
by the Securities and Exchange Commission and the 1940 Act.
4. COMPENSATION OF THE ADVISER. For the services to be rendered by the
Adviser as provided in Sections 1 and 2 of this Agreement, the Trust
shall pay to the Adviser compensation at the rate(s) specified in the
Schedule(s) which are attached hereto and made a part of this
Agreement. Such compensation shall be paid to the Adviser at the end of
each month, and calculated by applying a daily rate, based on the
annual percentage rates as specified in the attached Schedule(s), to
the assets of the Portfolio. The fee shall be based on the average
daily net assets for the month involved. The Adviser may, in its
discretion and from time to time, waive a portion of its fee.
All rights of compensation under this Agreement for services performed
as of the termination date shall survive the termination of this
Agreement.
5. EXCESS EXPENSES. If the expenses for any Portfolio for any fiscal year
(including fees and other amounts payable to the Adviser, but excluding
interest, taxes, brokerage costs, litigation, and other extraordinary
costs) as calculated every business day would exceed the expense
limitations imposed on investment companies by any applicable statute
or regulatory authority of any jurisdiction in which Shares are
qualified for offer and sale, the Adviser shall bear such excess cost.
However, the Adviser will not bear expenses of the Trust or any
Portfolio which would result in the Trust's inability to qualify as a
regulated investment company under provisions of the Internal Revenue
Code. Payment of expenses by the Adviser pursuant to this Section 5
shall be settled on a monthly basis (subject to fiscal year end
reconciliation) by a waiver of the Adviser's fees provided for
hereunder, and such waiver shall be treated as a reduction in the
purchase price of the Adviser's services.
6. REPORTS. The Trust and the Adviser agree to furnish to each other, if
applicable, current prospectuses, proxy statements, reports to
shareholders, certified copies of their financial statements, and such
other information with regard to their affairs as each may reasonably
request. The Adviser further agrees to furnish to the Trust, if
applicable, the same such documents and information pertaining to any
sub-adviser as the Trust may reasonably request.
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7. STATUS OF THE ADVISER. The services of the Adviser to the Trust are
not to be deemed exclusive, and the Adviser shall be free to render
similar services to others so long as its services to the Trust are
not impaired thereby. The Adviser shall be deemed to be an independent
contractor and shall, unless otherwise expressly provided or
authorized, have no authority to act for or represent the Trust in any
way or otherwise be deemed an agent of the Trust. To the extent that
the purchase or sale of securities or other investments of any issuer
may be deemed by the Adviser to be suitable for two or more accounts
managed by the Adviser, the available securities or investments may be
allocated in a manner believed by the Adviser to be equitable to each
account. It is recognized that in some cases this may adversely affect
the price paid or received by the Trust or the size or position
obtainable for or disposed by the Trust or any Portfolio.
8. CERTAIN RECORDS. Any records required to be maintained and preserved
pursuant to the provisions of Rule 31a-1 and Rule 31a-2 promulgated
under the 1940 Act which are prepared or maintained by the Adviser (or
any sub-adviser) on behalf of the Trust are the property of the Trust
and will be surrendered promptly to the Trust on request. The Adviser
further agrees to preserve for the periods prescribed in Rule 31a-2
under the 1940 Act the records required to be maintained under Rule
31a-1 under the 1940 Act.
9. LIMITATION OF LIABILITY OF THE ADVISER. The duties of the Adviser
shall be confined to those expressly set forth herein, and no implied
duties are assumed by or may be asserted against the Adviser
hereunder. The Adviser shall not be liable for any error of judgment
or mistake of law or for any loss arising out of any investment or for
any act or omission in carrying out its duties hereunder, except a
loss resulting from willful misfeasance, bad faith or gross negligence
in the performance of its duties, or by reason of reckless disregard
of its obligations and duties hereunder, except as may otherwise be
provided under provisions of applicable state law which cannot be
waived or modified hereby. (As used in this Section 9, the term
"Adviser" shall include directors, officers, employees and other
corporate agents of the Adviser as well as that corporation itself).
10. PERMISSIBLE INTERESTS. Trustees, agents, and shareholders of the
Trust are or may be interested in the Adviser (or any successor
thereof) as directors, partners, officers, or shareholders, or
otherwise; directors, partners, officers, agents, and shareholders of
the Adviser are or may be interested in the Trust as Trustees,
officers, shareholders or otherwise; and the Adviser (or any
successor) is or may be interested in the Trust as a shareholder or
otherwise subject to the provisions of applicable law. All such
interests shall be fully disclosed between the parties on an ongoing
basis and in the Trust's Prospectus as required by law. In addition,
brokerage transactions for the Trust may be effected through
affiliates of the Adviser or any sub-adviser if approved by the Board
of Trustees, subject to the rules and regulations of the Securities
and Exchange Commission.
11. DURATION AND TERMINATION. This Agreement, unless sooner terminated as
provided herein, shall remain in effect until two years from date of
execution, and thereafter, for periods of one year so long as such
continuance thereafter is specifically approved at least annually (a)
by the vote of a majority of those Trustees of the Trust who are not
parties to
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this Agreement or interested persons of any such party, cast in person
at a meeting called for the purpose of voting on such approval, and
(b) by the Trustees of the Trust or by vote of a majority of the
outstanding voting securities of each Portfolio; provided, however,
that if the shareholders of any Portfolio fail to approve the
Agreement as provided herein, the Adviser may continue to serve
hereunder in the manner and to the extent permitted by the 1940 Act
and rules and regulations thereunder. The foregoing requirement that
continuance of this Agreement be "specifically approved at least
annually" shall be construed in a manner consistent with the 1940 Act
and the rules and regulations thereunder.
This Agreement may be terminated as to any Portfolio at any time,
without the payment of any penalty by vote of a majority of the
Trustees of the Trust or by vote of a majority of the outstanding
voting securities of the Portfolio on not less than 30 days nor more
than 60 days written notice to the Adviser, or by the Adviser at any
time without the payment of any penalty, on 90 days written notice to
the Trust. This Agreement will automatically and immediately terminate
in the event of its assignment.
As used in this Section 11, the terms "assignment", "interested
persons", and a "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
exemptions as may be granted by the Securities and Exchange Commission.
12. 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.
13. 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
(formerly, SEI Financial Management Corporation)
000 Xxxx Xxxxxxxxxx Xxxx
Xxxxx, XX 00000
Attn: Legal Department
To the Trust at: SEI Investments Management Corporation
(formerly, SEI Financial Management Corporation)
000 Xxxx Xxxxxxxxxx Xxxx
Xxxxx, XX 00000
Attn: Legal Department
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14. SEVERABILITY. If any provision of this Agreement shall be held or
made invalid by a court decision, statute, rule or otherwise, the
remainder of this Agreement shall not be affected thereby.
15. 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.
A copy of the Declaration of Trust of the Trust is on file with the Secretary of
State of the Commonwealth of
Massachusetts, and notice is hereby given that this
instrument is executed on behalf of the Trustees of the Trust as Trustees, and
is not binding upon any of the Trustees, officers, or shareholders of the Trust
individually but binding only upon the assets and property of the Trust.
No Portfolio of the Trust shall be liable for the obligations of any other
Portfolio of the Trust. Without limiting the generality of the foregoing, the
Adviser shall look only to the assets of a particular Portfolio for payment of
fees for services rendered to that Portfolio.
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 Commission,
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 as of the day and year first written above.
SEI Institutional International Trust SEI Investments Management Corporation
(formerly, SEI International Trust) (formerly, SEI Financial Management Corporation)
By: /s/ Xxxxxxx X. Xxxxx By: /s/ Xxxx Xxxxxxxxx
------------------------------ ------------------------------
Attest: /s/ Xxxxxx Xxxxxx Attest: /s/ Xxxxxx Xxxxxx
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AMENDED SCHEDULE DATED MARCH 17, 1997
TO THE
INVESTMENT ADVISORY AGREEMENT
DATED DECEMBER 16, 1994 BETWEEN
SEI INSTITUTIONAL INTERNATIONAL TRUST
(FORMERLY, SEI INTERNATIONAL TRUST)
AND
SEI INVESTMENTS MANAGEMENT CORPORATION
(FORMERLY, SEI FINANCIAL MANAGEMENT CORPORATION)
Pursuant to Article 4, the Trust shall pay the Adviser compensation at an annual
rate of up to:
Emerging Markets Equity Portfolio 1.05%
International Equity Portfolio .505%
Emerging Markets Debt Portfolio .85%
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