INVESTMENT ADVISORY AGREEMENT
AGREEMENT made this 5th day of June, 1991, by and between SEI International
Trust, a Massachusetts business trust (the "Trust"), and ▇▇▇▇▇▇▇ Partners, Inc.
(The "Adviser").
WHEREAS, the Trust is an open-end, diversified management investment
company registered under the Investment company Act of 1940, as amended (the
"1940 Act"), consisting of several series of shares, each having its own
investment policies; and
WHEREAS, the Trust has retained SEI Financial Management Corporation (the
"Manager" or "SFM") to provide administration of the Trust's operations, subject
to the control of the Board of Trustees;
WHEREAS, the Trust desires to retain the Adviser to render investment
management services with respect to its International 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, and to continuously review,
supervise, and administer the investment program of the Portfolios, to
determine in its discretion the securities to be purchased or sold, to
provide the Manager and the Trust with records concerning the
Adviser's activities which the Trust is required to maintain, and to
render regular reports to the Manager and to the Trust's Officers and
Trustees concerning the Adviser's discharge of the foregoing
responsibilities.
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 form time to time, and applicable
laws and regulations.
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 required by it to perform the services on
the terms and for the compensation provided herein.
2. PORTFOLIO TRANSACTIONS. The Adviser is authorized to select the
brokers or dealers that will execute the purchases and sales of
portfolio securities for the Portfolios and is directed to use its
best efforts to obtain the best net results as described in the
Trust's prospectus and statement of additional information from time
to time. The
Adviser will promptly communicate to the Manager and to the officers
and the Trustees of the Trust such information relating to portfolio
transactions as they may reasonably request.
It is understood that the Adviser will not be deemed to have acted
unlawfully, or to have breached a fiduciary duty to the Trust or be in
breach of any obligation owing to the Trust under this Agreement, or
otherwise, solely by reason of its having directed a securities
transaction on behalf of the Trust to a broker-dealer in compliance
with the provisions of Section 28(e) of the Securities Exchange Act of
1934.
3. COMPENSATION OF THE ADVISER. For their 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 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 rate, based on the annual
percentage rates as specified in the attached Schedule(s), to the
average investment balance of that portion of the assets of the
Portfolio managed by the Adviser. The fee shall be based on the
market value of investments under management for the month involved.
4. OTHER SERVICES. At the request of the Trust or the Manager, the
Adviser in its discretion may make available to the Trust, office
facilities, equipment, personnel, and other services. Such office
facilities, equipment, personnel and services shall be provided for or
rendered by the Adviser and billed to the Trust or the Manager at a
price to be agreed upon by the Adviser and the Trust or the Manager.
5. REPORTS. The Trust agrees to furnish to the Adviser, if applicable,
current prospectuses, proxy statements, reports to shareholders,
certified copies of its financial statements and such other
information with regard to its affairs as the Adviser may reasonably
request. The Adviser agrees to furnish to the Trust such information
which the Adviser makes available to the public including certified
financial statements.
6. 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 to be an Agent of the Trust.
7. 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 on
behalf of the Trust are the property of the Trust and will be
surrendered promptly to the Trust on request.
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8. LIABILITY OF THE ADVISER. No provision of the Agreement shall be
deeded to protect the Adviser against any liability to the Trust or
its shareholders to which it might otherwise be subject by reason of
any willful misfeasance, bad faith or gross negligence in the
performance of its duties or reckless disregard of its obligations
under this Agreement.
9. PERMISSIBLE INTERESTS. To the extent permitted by law, 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, shareholders or otherwise; and the Adviser (or any
successor) is or may be interested in the Trust as a shareholder or
otherwise; provided that all such interests shall be fully disclosed
between the parties on an ongoing basis and in the Trust's
registration statement as required by law.
10. DURATION AND TERMINATION. This Agreement, unless sooner terminated as
provided herein, shall continue in effect for two years, after its
initial approval as to the Portfolio, 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 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 Investment Company Act of
1940 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
Investment Company Act of 1940 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 thirty (30) days
nor more than sixty (60) days written notice to the Adviser, or by the
Adviser at any time without the payment of any penalty, on ninety
(90) days written notice to the Trust. This Agreement will
automatically and immediately terminate in the event of its
assignment. Any notice under this Agreement shall be given in
writing, addressed and delivered, or mailed postpaid, to the other
party at any office of such party. Notwithstanding any other
provision in this paragraph, this Agreement shall terminate
automatically without penalty 120 days after its initial effective
date unless approved by the majority of the outstanding voting
securities of the Portfolio.
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As used in this Section 10, 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
Investment Company Act of 1940 and the rules and regulations
thereunder; subject to such exemptions as may be granted by the
Securities and Exchange Commission under said Act.
11. 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.
12. NOTICE. Any notice to be given to the Adviser by the Trust pursuant
to the terms of this Agreement regarding (i) termination of this
Agreement; (ii) changes in investment objectives, policies or
guidelines, or (iii) changes in portfolio transaction practices shall
be deemed to have been given if provided in writing (including by
telecopy or similar hard copy reproduction) and delivered to: Three
First National Plaza, ▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇,
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇.
A copy of the Declaration of Trust of the Trust is on file with the Secretary 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
are 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.
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IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be executed
as of the day and year first written above.
▇▇▇▇▇▇▇ PARTNERS, INC. SEI INTERNATIONAL TRUST
By:signature appears here By:signature appears here
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SCHEDULE A
TO THE
INVESTMENT ADVISORY AGREEMENT
BETWEEN
SEI INTERNATIONAL TRUST
AND
▇▇▇▇▇▇▇ PARTNERS, INC.
SEI International Trust (the "Trust") shall pay compensation to ▇▇▇▇▇▇▇
Partners, Inc. Pursuant to Section 3 of the Investment Advisory Agreement
between said parties in accordance with the following annual percentage rate:
International Portfolio: . % of assets up to
$300 million
. % of assets over
$300 million
October 4, 1994
▇▇. ▇▇ ▇▇▇▇▇▇, Managing Partner
▇▇▇▇▇▇▇ Partners, Inc.
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇
Dear Ed:
At a meeting of the Board of Trustees of the SEI International Trust held on
September 28, 1994, the Board voted to terminate ▇▇▇▇▇▇▇ Partners, Inc. As the
investment adviser for the International Equity Portfolio. The current contract
provides that the agreement may be terminated upon thirty (30) days written
notice. Accordingly, please accept this letter as formal written notice that
the investment advisory agreement dated June 5, 1991 between ▇▇▇▇▇▇▇ Partners,
Inc. and SEI International Trust is being terminated effective November 7, 1994.
The Board concluded, after much analysis and discussion, that the investors of
the International Equity Portfolio would be best served with a dual manager
structure utilizing investment strategies unavailable at ▇▇▇▇▇▇▇ Partners. The
Board has selected Acadian Asset Management, Inc. And Worldinvest Limited to
serve as the Portfolio's new advisers.
We appreciate your service over the years and particularly your commitment to a
smooth and uneventful transition.
Please note that this termination does NOT in any way effect your relationship
as the investment manager for the AMS Core International Fund. We are currently
in discussions with the investors in this Trust, and are attempting to assess
their views relative to any possible replacement. The Trust Investment Committee
will meet in December to discuss what, if any, action should be taken.
We will coordinate with ▇▇▇ ▇▇▇▇▇▇▇▇ our plans for the transition.
Sincerely,
/s/ ▇▇▇▇▇ ▇. ▇▇▇
----------------
▇▇▇▇▇ ▇. ▇▇▇
President and Chief Executive Officer
SEI International Trust
