INVESTMENT SUB-ADVISORY AGREEMENT
SEI INSTITUTIONAL INVESTMENTS TRUST
AGREEMENT made this 14th day of June, 1996, by and between SEI Financial
Management Corporation (the "Adviser") and Strategic Fixed Income, L.P. (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 acts as investment adviser to the International Fixed Income
Portfolio (the "Portfolio"), 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 Portfolio, and the Sub-Adviser is willing to render
such investment advisory services, upon the terms and subject to the conditions
set forth below.
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 Portfolio entrusted to it by the Adviser
("the Assets"), including the purchase, retention and disposition of the
Assets, in accordance with the Portfolio's investment objectives, policies
and restrictions as stated in the Portfolio 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"), provided the Sub-Adviser shall be given reasonable advance
notice of any such amendments and supplements, and subject to the
following:
(a) The Sub-Adviser, subject to the direction of the Adviser, and, at the
request of the Adviser, in consultation with the Adviser, shall determine
from time to time what Assets will be purchased, retained or disposed of by
the Portfolio, 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 applicable requirements of the 1940
Act, the applicable requirements of Subchapter M of the Internal Revenue
Code of 1986, and all other applicable federal and state laws and
regulations, as each is amended from time to time; provided, however, that
in no event shall the Sub-Adviser be obligated to act in conformity with
and instruction or direction of the Adviser or of the Board of Trustees of
the Trust if the Sub-Adviser believes in good faith (in consultation with
counsel, where practicable) that implementation of such instruction or
direction would involve the Sub-Adviser in a violation of law or willful
malfeasance, bad faith or gross negligence on its part.
(c) The Sub-Adviser shall determine the Assets to be purchased or disposed of
by the Portfolio as provided in subparagraph (a) and will place orders with
or through such brokers, dealers or banks to carry out the policy with
respect to brokerage set forth in the Portfolio's
Prospectus or as the Board of Trustees or the Adviser may direct from time
to time, in conformity with federal securities laws. In executing Portfolio
transactions and selecting brokers, dealers or banks the Sub-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 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, dealer, or bank and the reasonableness of the commission, if any,
both for the specific transaction and on a continuing basis.
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 Portfolio 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 or under the 1940 Act or by the Securities and
Exchange Commission ("SEC").
(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 31-1 under the 1940 Act
and shall render to the Adviser or Board of Trustees such periodic and
special reports 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, at its request, 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 Portfolio required by Rule 31a-1
under the 1940 Act. The Sub-Adviser shall also furnish to the Adviser, at
its request, 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, in each case with respect to the Trust, the Portfolio, or the
Assets. The Sub-Adviser agrees that all records that it maintains on behalf
of the Portfolio are property of the Portfolio and the Sub-Adviser will
surrender promptly to the Portfolio any of such records upon the
Portfolio'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 his Agreement (or, if there
is no successor Sub-Adviser, to the Adviser); provided, however, that the
Sub-Adviser may retain a copy of such records.
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(e) The Sub-Adviser shall provide the Portfolio's custodian on each business
day with information relating to all transactions concerning the
Portfolio's Assets and shall provide the Adviser with such information upon
request of the Adviser.
(f) The Sub-Adviser and its partners and its and their respective partners,
stockholders, directors, officers, employees and agents act, may continue
to act and in the future may act as investment managers or investment
advisers to others and may invest for their own accounts, and nothing in
this Agreement shall in any way be construed or deemed to restrict the
right of any such person to perform investment management or investment
advisory services for others or to invest for its own account, and the
performance of such services for others and such investing shall not be
deemed to violate or give rise to any duty or obligation to the Trust, the
Portfolio or the Adviser, except as otherwise provided by law. The
Sub-Adviser agrees to act in a manner consistent with its fiduciary
obligation to deal fairly with all clients when taking investment actions.
(g) The Sub-Adviser shall promptly notify the Adviser of any financial
condition that is likely to materially 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 Portfolio. The Adviser shall instruct the custodian
and other parties providing services to the Portfolio to promptly forward
misdirected proxies to the Sub-Adviser.
(i) The Sub-Adviser will notify the Trust and the Adviser of any changes to the
membership of the Sub-Adviser within a reasonable time after such change.
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, or the officers or employees of the Sub-Adviser's general
partner.
2. DUTIES OF THE ADVISER. The Adviser shall continue to have responsibility
for all services to be provided to the Portfolio 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 applicable
provisions of the Trust's Declaration of Trust (as defined herein), the
applicable provisions of the Prospectus, the instructions and directions of
the Board of Trustees of the Trust (subject to the provisions of Section
l(b) hereunder), the applicable requirements of the 1940 Act, the
applicable requirements of Subchapter M of 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, and will furnish the
Sub-Adviser with copies properly certified or authenticated of amendments
and supplements to, each of the following documents:
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(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 Portfolio.
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 tee 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. LIMITATION OF LIABILITY OF THE SUB-ADVISER. The duties of the Sub-Adviser
shall be confined to those expressly set forth herein, and no implied
duties are assumed by or may be asserted against the Sub-Adviser hereunder.
The Sub-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 on the Sub-Adviser's
part in the performance of its obligations or duties, or from reckless
disregard of its obligations or duties, under this Agreement, except as may
otherwise be provided under provisions of applicable state law to the
extent such provisions cannot be waived or modified hereby. The Adviser
hereby acknowledges that it considers the Sub-Adviser to be a "corporate
agent" of the Adviser within the meaning of the last sentence of Section 9
of the Investment Advisory Agreement between the Trust and the Adviser with
respect to the Portfolio.
6. REPORTS. During the term of this Agreement, the Adviser agrees to furnish
the Sub-Adviser at its principal office all Prospectuses, proxy statements,
reports to stockholders, sales literature or other materials prepared for
distribution to stockholders of the Portfolio, the Trust or the public that
refer to the Sub-Adviser, its services or its clients in any way prior to
use thereof and not to use such materials if the Sub-Adviser reasonably
objects in writing within five business days (or such other period as may
be mutually agreed) after receipt thereof. The Sub-Adviser s right to
object to such materials is limited to the portions of such materials that
expressly relate to the Sub-Adviser, its services or its clients. The
Adviser agrees to use its reasonable best efforts to ensure that materials
prepared by its employees or agents or its affiliates that refer to the
Sub-Adviser, its services or its clients in any way are consistent with
those materials previously approved by the Sub-Adviser as referenced in the
first sentence of this paragraph. Sales literature may be furnished to the
Sub-Adviser by first class or overnight mail, facsimile transmission
equipment or hand delivery.
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7. 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) arising
from or in connection with the performance by the Sub Adviser of its
obligations or duties under this Agreement; provided, however, that (a) the
Sub-Adviser shall not be obligated to indemnify or hold harmless the
Adviser from or against any claim, loss, liability, or damage in respect of
which the Sub-Adviser is not liable pursuant to Section 5 hereof: and (b)
the Sub-Adviser's obligation under this Section 7 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 obligations or 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 expenses) arising from or in
connection with the performance by the Adviser of its obligations or duties
under this Agreement; provided, however, that the Adviser's obligation
under this Section 7 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
obligations or duties under this Agreement.
8. 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 Portfolio.
This Agreement shall continue in effect until terminated as provided below;
provided, however, that this Agreement shall continue in effect for a
period of more than two years from the date hereof only so long as such
continuance is specifically approved at least annually in conformance with
the Section 15(a)(2) of the 1940 Act. This Agreement may be terminated (a)
by the Portfolio at any time, on written notice to the Sub-Adviser, without
the payment of any penalty, by the Board of Trustees of the Trust or by the
vote of a majority of the outstanding voting securities of the Portfolio,
(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 not less than 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 investment
advisory agreement with the Trust. As used in this Section 8, 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.
Upon the termination of this Agreement, the Sub-Adviser shall not be
obligated to take or recommend any action with respect to the Assets.
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9. 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.
10. 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.
11. 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 Financial Management Corporation
000 Xxxx Xxxxxxxxxx Xxxx
Xxxxx, XX 00000
Attention: Legal Department
To the Sub-Adviser at: Strategic Fixed Income, L.P.
0000 Xxxxxxxxxx Xxxxxx Xxxxx
Xxxxx 0000
Xxxxxxxxx, XX 00000
Attention: Vice President
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12. ENTIRE AGREEMENT. This Agreement embodies the entire agreement and
understanding between 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 the obligations of this instrument are not binding upon any of the
Trustees, officers or shareholders of the Portfolio 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
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 by their officers designated below as of the day and year first written
above.
SEI Financial Management Corporation Strategic Fixed Income L.P.
By: Gobi Investment, Inc.
By: /s/ Xxxxx X. Xxxxxx By: /s/ Xxxxxxxx X. Xxxxxxx
----------------------------- -------------------------
Name: Xxxxx X. Xxxxxx Name: Xxxxxxxx X. Xxxxxxx
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Title: SVP Title: Vice President
-------------------------- ----------------------
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SCHEDULE A
TO THE
SUB-ADVISORY AGREEMENT
BETWEEN
SEI FINANCIAL MANAGEMENT CORPORATION
AND
STRATEGIC FIXED INCOME, L.P.
Pursuant to Article 4, the Adviser shall pay the Sub-Adviser compensation at an
annual rate as follows
International Fixed Income Portfolio %
8
