EXHIBT 77Q1(e)
INVESTMENT SUB-ADVISORY AGREEMENT
SEI INSTITUTIONAL INTERNATIONAL TRUST
AGREEMENT made as of this _____ day of
December, 2013 between SEI Investments Management
Corporation (the Adviser) and Xxxxxxxxx Xxxxxx Fixed
Income LLC (the Sub-Adviser).
WHEREAS, SEI Institutional International
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 December 16,
1994, as amended (the Advisory Agreement), with the
Trust, pursuant to which the Adviser acts as
investment adviser to each series of the Trust set
forth on Schedule A attached hereto (each a Fund,
and collectively, the Funds), as such Schedule may
be amended by mutual agreement of the parties
hereto; 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 a 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 Trusts
Board of Trustees, the Sub-Adviser shall
manage all of the securities and other assets
of each Fund entrusted to it hereunder (the
Assets), including the purchase, retention and
disposition of the Assets, in accordance with
the Funds investment objectives, policies and
restrictions as stated in each Funds
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 a 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
Trusts 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
the 1940 Act, the Internal Revenue Code of
1986 (the Code), and all other 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, held or sold by a 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 a Funds
Prospectus or as the Board of Trustees or the
Adviser may direct from time to time, in
conformity with all applicable 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 each 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, as
amended (the Exchange Act)). Consistent with
any guidelines established by the Board of
Trustees of the Trust and Section 28(e) of the
Exchange Act, 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 a
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 a 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 Trusts
principal underwriter) 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 a Funds Assets be
purchased from or sold to the Adviser, Sub-
Adviser, the Trusts principal underwriter, or
any affiliated person of any of 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 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-
Advisers 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 agrees that all
records that it maintains on behalf of a Fund
are property of the Fund and the Sub-Adviser
will surrender promptly to a Fund any of such
records upon the Funds 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 a Funds
custodian on each business day with
information relating to all transactions
concerning a Funds Assets and shall provide
the Adviser with such information upon request
of the Adviser.
(f) To the extent called for by the Trusts
Compliance Policies and Procedures, or as
reasonably requested by a Fund, the Sub-
Adviser shall provide the Fund with
information and advice regarding Assets to
assist the Fund in determining the appropriate
valuation of such Assets.
(g) 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.
(h) The Sub-Adviser shall promptly notify the
Adviser of any financial condition that is
reasonably likely to impair the Sub-Advisers
ability to fulfill its commitment under this
Agreement.
(i) (i) Except under the circumstances set forth
in subsection (ii), the Sub-Adviser
shall not be responsible for reviewing
proxy solicitation materials or voting
and handling proxies, in relation to
the securities held as Assets in a Fund.
If the Sub-Adviser receives a
misdirected proxy it shall promptly
forward such misdirected item to the
Adviser.
(ii) The Sub-Adviser hereby agrees that upon
60 days written notice from the Adviser,
the Sub-Adviser shall assume
responsibility for reviewing proxy
solicitation materials and voting such
materials in relation to the securities
held as Assets in a Fund. As of the
time the Sub-Adviser shall assume such
responsibilities with respect to such
material under this sub-section (ii),
the Adviser shall instruct the custodian
and other parties providing services to
a Fund to promptly forward misdirected
proxies to the Sub-Adviser.
(iii) The Sub-Adviser shall not have any
obligation to initiate or otherwise act
on behalf of a Fund with respect to
class-action proceedings.
Notwithstanding the foregoing, upon
reasonable request of the Adviser, the
Sub-Adviser will provide relevant
information and/or documentation
relating to such class-action
proceedings.
(j) In performance of its duties and obligations
under this Agreement, the Sub-Adviser shall
not consult with any other sub-adviser to a
Fund or a sub-adviser to a portfolio that is
under common control with a Fund concerning
the Assets, except as permitted by the
policies and procedures of a Fund. The Sub-
Adviser shall not provide investment advice to
any assets of a Fund other than the Assets.
(k) On occasions when the Sub-Adviser deems the
purchase or sale of a security to be in the
best interest of a Fund as well as other
clients of the Sub-Adviser, the Sub-Adviser
may, to the extent permitted by applicable law
and regulations, aggregate the order for
securities to be sold or purchased. In such
event, the Sub-Adviser will allocate
securities so purchased or sold, as well as
the expenses incurred in the transaction, in a
manner the Sub-Adviser reasonably considers to
be equitable and consistent with its fiduciary
obligations to a Fund and to such other
clients under the circumstances.
(l) The Sub-Adviser shall also furnish to the
Adviser or the Board of Trustees such periodic
reports and information with regard to its
affairs as the Adviser or Board of Trustees
may reasonably request. The Sub-Adviser shall
also furnish to the Adviser any other
information the Sub-Adviser has in its role as
sub-adviser to the Funds 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.
(m) The Sub-Adviser may use persons employed by an
affiliated person (as defined in the 0000 Xxx)
of the Sub-Adviser, each of whom shall be
treated as a supervised person of the Sub-
Adviser (as defined in the Investment Advisers
Act of 1940, as amended (the Advisers Act)) to
assist in the performance of any or all of the
services or functions provided by the Sub-
Adviser under this Agreement to the extent not
prohibited by, or inconsistent with,
applicable law, including the requirements of
the 1940 Act, the rules thereunder, and
relevant positions of the SEC and its staff.
Notwithstanding anything herein to the
contrary, the Sub-Advisers liability to the
Adviser and the Trust at all times under this
Agreement shall not be affected in any way
whatsoever by any use of such supervised
persons and the Sub-Adviser (and not the
Adviser) shall be solely responsible for any
fees, charges, or expenses owed to such
affiliated persons and such supervised
persons. In addition, notwithstanding any
other provision of this Agreement, the Sub-
Adviser: (w) may provide information about the
Adviser and the Trust to any such affiliated
person and any such supervised person
providing services hereunder; and (y) shall
ensure that any such affiliated person and any
such supervised person providing services
hereunder is subject to confidentiality and
non-disclosure obligations that are
substantially similar to the confidentiality
and non-disclosure obligations to which the
Sub-Adviser is subject with respect to the
Trust.
2. Duties of the Adviser. The Adviser shall
continue to have responsibility for all
services to be provided to each Fund pursuant
to the Advisory Agreement and shall oversee
and review the Sub-Advisers 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 Trusts
Declaration of Trust (as defined herein), the
Prospectus, the instructions and directions of
the Board of Trustees of the Trust, the
requirements of the 1940 Act, the Code, 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 of each
of the following documents:
(a) The Trusts Agreement and Declaration of Trust,
as filed with the Secretary of the 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); and
(c) Prospectus of each Fund.
The Adviser will furnish copies of amendments
of the documents specified above to the Sub-
Adviser or otherwise provide reasonable
notification of changes to any terms of such
documents affecting Sub-Advisers obligations
under this Agreement.
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 Schedule B which is attached
hereto and made part of this Agreement. The
fee will be calculated based on the average
daily value of the Assets, excluding cash with
respect to a Fund that is an equity fund,
under the Sub-Advisers management and will be
paid to the Sub-Adviser monthly. For the
avoidance of doubt, notwithstanding the fact
that the Agreement has not been terminated, no
fee will be accrued under this Agreement with
respect to any day that the value of the
Assets under the Sub-Advisers management
equals zero. 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
attorneys fees and other related expenses)
howsoever arising from or in connection with
the performance of the Sub-Advisers
obligations under this Agreement; provided,
however, that the Sub-Advisers obligation
under this Paragraph 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 Advisers own willful
misfeasance, bad faith or gross 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
Advisers obligations under this Agreement;
provided, however, that the Advisers
obligation under this Paragraph 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-Advisers
own willful misfeasance, bad faith or gross
negligence, or to the reckless disregard of
its duties under this Agreement.
6. Duration and Termination. This Agreement
shall become effective upon approval by the
Trusts Board of Trustees and its execution by
the parties hereto. Pursuant to the exemptive
relief obtained in the SEC Order dated April
29, 1996, Investment Company Act Release No.
21921, approval of the Agreement by a majority
of the outstanding voting securities of a Fund
is not required, and the Sub-Adviser
acknowledges that it and any other sub-adviser
so selected and approved shall be without the
protection (if any) accorded by shareholder
approval of an investment advisers receipt of
compensation under Section 36(b) of the 1940
Act.
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 a 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 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 Advisory Agreement with the
Trust. As used in this Paragraph 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. Compliance Program of the Sub-Adviser. The
Sub-Adviser hereby represents and warrants
that:
(a) in accordance with Rule 206(4)-7 under
the Advisers Act, the Sub-Adviser has
adopted and implemented and will
maintain written policies and procedures
reasonably designed to prevent violation
by the Sub-Adviser and its supervised
persons (as such term is defined in the
Advisers Act) of the Advisers Act and
the rules the SEC has adopted under the
Advisers Act; and
(b) to the extent that the Sub-Advisers
activities or services could affect a
Fund, the Sub-Adviser has adopted and
implemented and will maintain written
policies and procedures that are
reasonably designed to prevent violation
of the federal securities laws (as such
term is defined in Rule 38a-1 under the
0000 Xxx) by the Fund and the Sub-
Adviser (the policies and procedures
referred to in this Paragraph 7(b),
along with the policies and procedures
referred to in Paragraph 7(a), are
referred to herein as the Sub-Advisers
Compliance Program).
8. Confidentiality. Each party to this Agreement
shall use its best efforts to treat all
information and advice furnished by the other
party to it pursuant to this Agreement as
confidential and to avoid disclosing same to
third parties (including, without limitation,
that each party will not reproduce information
and advice provided to it or transmited to it
by any means); provided, however, the Adviser
or Sub-Adviser may disclose information (i) to
affiliates and legal counsel of the Sub-
Adviser; (ii) a Funds Custodian; (iii) to
brokers and dealers that are counterparties
with respect to transactions effected by Sub-
Adviser for a Fund; (iv) to futures commission
merchants, security-based swap dealers and
swap dealers executing or clearing
transactions in connection with the Assets;
(v) to third party service providers subject
to confidentiality agreements; (vi) as
required by law, court order or other
regulatory authority; (vii) as requested by
regulatory or governmental authorities or
auditors; and (viii) as otherwise agreed to in
writing by the other party. Information that
(a) was or becomes generally available to the
public, other than as a result of disclosure
by the other party; (b) was or becomes
available to the other party on a non-
confidential basis from a source other than
the party, which source is not known to be
bound by any obligations of confidentiality;
or (c) is independently developed by the other
party without reference to or reliance on
information or advice furnished pursuant to
this Agreement, will not be considered
confidential for purposes of this paragraph.
Notwithstanding the foregoing, (i) information
regarding the Assets, their performance and
the Sub-Advisers management of the Assets may
be provided to those charged with overseeing
the Funds investments (e.g., the Trusts Board
of Trustees, investment staff, investment
consultants, legal counsel and auditors) or to
those as required by law, and (ii) either
party may disclose confidential information to
its employees, officers, trustees and/or
directors who need to know such information
for the purpose of providing and/or evaluating
the services provided under this Agreement.
The Adviser consents to the disclosure to
third parties of the identity of the Fund as
part of any representative list of clients,
including by type of strategy, of the Sub-
Adviser and/or its affiliates.
The Sub-Adviser consents to the use of its
name, performance data, biographical
data and
other pertinent data in marketing pieces and
advertising materials developed by SIMC
or
an affiliate thereof for use in marketing the
Funds.
9. Reporting of Compliance Matters
(a) The Sub-Adviser shall promptly provide
to the Trusts Chief Compliance Officer
(CCO) the following documents (which
must be kept confidential in accordance
with Paragraph 8 above):
(i) upon request, for purposes of
review at a mutually agreed upon
location , access to copies of all
SEC examination correspondences,
including correspondences
regarding books and records
examinations and sweep
examinations, issued during the
term of this Agreement, in which
the SEC identified any concerns,
issues or matters (such
correspondences are commonly
referred to as deficiency letters)
relating to any aspect of the Sub-
Advisers investment advisory
business and the Sub-Advisers
responses thereto; provided that
the Sub-Adviser reserves the right
to redact any documents provided
pursuant to this section which
concern any findings or
correspondence regarding another
client of the Sub-Adviser or which
do not concern the Sub-Advisers
activities as a subadviser to non-
affiliated third party clients.
(ii) a report of any material
violations of the Sub-Advisers
Compliance Program or any material
compliance matters (as such term
is defined in Rule 38a-1 under the
0000 Xxx) that have occurred with
respect to the Sub-Advisers
Compliance Program;
(iii) a report of any material changes
to the policies and procedures
that compose the Sub-Advisers
Compliance Program with regard to
the services provided by the Sub-
Adviser in its capacity as a
subadviser to non-affiliated third
party clients;
(iv) a copy of the Sub-Advisers chief
compliance officers report (or
similar document(s) which serve
the same purpose) regarding his or
her annual review of the Sub-
Advisers Compliance Program, as
required by Rule 206(4)-7 under
the Advisers Act; and
(v) an annual (or more frequently as
the Trusts CCO may reasonably
request) representation regarding
the Sub-Advisers compliance with
Paragraphs 7 and 9 of this
Agreement.
(b) The Sub-Adviser shall also provide the
Trusts CCO with:
(i) read-only access, at a mutually
agreed upon location, to a summary
of the testing, analyses, reports
and other documentation, that the
Sub-Advisers chief compliance
officer relies upon to evidence
its monitoring of the
effectiveness of the
implementation of the Sub-Advisers
Compliance Program; and
(ii) meeting facilities and access to
personnel of the Sub-Adviser,
during normal business hours, for
the purpose of conducting pre-
arranged compliance related due
diligence meetings.
10. 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.
11. 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.
12. 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:
To the Trusts CCO at:
SEI Investments Management
Corporation
Xxx Xxxxxxx Xxxxxx Xxxxx
Xxxx, XX 00000
Attention: Legal Department
SEI Investments Management
Corporation
Xxx Xxxxxxx Xxxxxx Xxxxx
Xxxx, XX 00000
Attention: Xxxx Xxxxx
To the Sub-Adviser at:
Xxxxxxxxx Xxxxxx Fixed Income LLC
000 Xxxxx XxXxxxx Xxxxxx
Xxxxxxx, XX 00000
Attention: Chief Compliance
Officer
with a copy to:
Xxxxxxxxx Xxxxxx Fixed Income LLC
000 Xxxxx Xxxxxx
Xxx Xxxx, XX 00000
Attention: Legal Department
13. Amendment of Agreement. This Agreement may be
amended only by written agreement of the
Adviser and the Sub-Adviser and only in
accordance with the provisions of the 1940 Act
and the rules and regulations promulgated
thereunder.
14. Entire Agreement. This Agreement embodies the
entire agreement and understanding between the
parties hereto, and supersedes all prior
agreements and understandings relating to this
Agreements 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.
In the event the terms of this Agreement are
applicable to more than one portfolio of the
Trust (for purposes of this Paragraph 14, each
a Fund), the Adviser is entering into this
Agreement with the Sub-Adviser on behalf of
the respective Funds severally and not
jointly, with the express intention that the
provisions contained in each numbered
paragraph hereof shall be understood as
applying separately with respect to each Fund
as if contained in separate agreements between
the Adviser and Sub-Adviser for each such
Fund. In the event that this Agreement is
made applicable to any additional Funds by way
of a Schedule executed subsequent to the date
first indicated above, provisions of such
Schedule shall be deemed to be incorporated
into this Agreement as it relates to such Fund
so that, for example, the execution date for
purposes of Paragraph 6 of this Agreement with
respect to such Fund shall be the execution
date of the relevant Schedule.
15. 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 upon any of the
Trustees, officers or shareholders of a Fund
or the Trust.
(b) Where the effect of a requirement of the 1940
Act or Advisers 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.
(c) The Adviser acknowledges receipt of Sub-
Advisers written disclosure statement (Form
ADV Part 2) required by Rule 204-3 under the
Advisers Act.
(d) The Adviser and the Sub-Adviser each agree,
to the extent applicable to the services
provided under this Agreement, that it will
notify the other party in the event that it or
with respect to SIMC, the Trust, withdraws an
exemption pursuant to U.S. Commodity Futures
Trading Commission (CFTC) Regulations.
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
Xxxxxxxxx Xxxxxx Fixed Income LLC
By:
____________________________________
By:
____________________________________
Name:
____________________________________
Name:
____________________________________
Title:
____________________________________
Title:
____________________________________
Schedule A
to the
Sub-Advisory Agreement
between
SEI Investments Management Corporation
and
Xxxxxxxxx Xxxxxx Fixed Income LLC
As of December ____, 2013
SEI INSTITUTIONAL INTERNATIONAL TRUST
Emerging Markets Debt Fund
Schedule B
to the
Sub-Advisory Agreement
between
SEI Investments Management Corporation
and
Xxxxxxxxx Xxxxxx Fixed Income LLC
As of December ___, 2013
Pursuant to Paragraph 4, the Adviser shall pay the
Sub-Adviser compensation at an annual rate as
follows:
SEI Institutional International Trust
Emerging Markets Debt Fund [REDACTED]
Agreed and Accepted:
SEI Investments Management Corporation
Xxxxxxxxx Xxxxxx Fixed Income LLC
By:
____________________________________
By:
____________________________________
Name:
____________________________________
Name:
____________________________________
Title:
____________________________________
Title:
____________________________________
