INVESTMENT SUB-ADVISORY AGREEMENT
SEI INTERNATIONAL TRUST
AGREEMENT made this 31st day of July, 1997, by and among SEI Financial
Management Corporation, (the "Adviser") and Xxxxxxxxxx Asset Management, LLC
(the "Sub-Adviser").
WHEREAS, SEI International Trust, a Massachusetts business trust (the
"Trust") is registered as an open-ended 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 (the "Advisory Agreement") with the Trust, pursuant
to which the Adviser will act as investment adviser to the Emerging Markets
Equity 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
NOW, THEREFORE, the parties hereto agree as follows:
1. Duties of the Sub-Adviser. Subject to supervision and direction by the
Adviser and the Trust's Board of Trustees, the Sub-Adviser shall manage
on a discretionary basis the investment operation of all of the
securities and other assets of the Portfolio entrusted to it hereunder
(the "Assets") and the composition of the Portfolio, 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 by written notice to the Sub-Adviser (referred to
collectively as the "Prospectus"), and subject to the following:
(a) The Sub-Adviser shall provide supervision of the Assets and determine
from time to time what Assets will be purchased, retained or sold by the
Portfolio, and what portion of the Assets will be invested or held
uninvested in cash. In furtherance of the forgoing, the Adviser hereby
designates and appoints the Sub-Adviser as agent and attorney-in-fact of
the Trust, with authority and without further approval of the Adviser
(except as expressly provided for herein or as may be required by law)
to make and execute, in the name and on behalf of the Portfolio, all
agreements, instruments and other documents and to take all such other
action which the Sub-Adviser considers necessary or advisable to carry
out its duties hereunder. By way of example and not by way of
limitation, in connection with any purchase for the Portfolio of
securities that are not registered under the Securities Act of 1933, as
amended (the "Securities Act"), the Sub-Adviser shall have authority,
among other things to: (i) commit to purchase such securities for the
Portfolio on the terms and conditions under which such securities are
offered; (ii) execute such agreements, instruments and documents
(including, without limitation, purchase agreements and subscription
documents), and make such commitments, as may be required or otherwise
in connection with the purchase and sale or such securities; (iii)
represent that the Portfolio is an "accredited investor" under the
Securities Act; and (iv) commit that such securities will not be offered
or sold by the Portfolio except in compliance with the registration
requirements of the Securities Act or an exemption therefrom. This
power-of-attorney is a continuing power-of-attorney and shall remain in
full force and effect until revoked by the Adviser in writing, but any
such revocation shall not affect any transaction initiated prior to
receipt by the Sub-Adviser or such notice.
(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 requirements of the 1940 Act, the
Internal Revenue Code of 1986, 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 or sold by the
Portfolio 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
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 or dealers, 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 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 (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 Sub-Adviser or an
affiliate of the Sub-Adviser may exercise investment discretion. The
Sub-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 the Portfolio 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 terms of the overall responsibilities of the Sub-Adviser to
the Portfolio. In addition, the Sub-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, the
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, the Sub-Adviser, the
Trust's principal underwriter, or any affiliated person of either the
Trust, the 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 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 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 all information requested by the
Adviser 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. Upon request, the
Sub-Adviser shall also furnish to the Adviser any other information
relating to the Assets that is required to be filed by the Adviser or
the Trust with the Securities and Exchange Commission ("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 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 his
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 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 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.
The Sub-Adviser shall not be obligated to purchase or sell for the
Portfolio securities which the Sub-Adviser may purchase or sell or
recommend for purchase or sale for itself or for the Portfolios of other
clients. Moreover, the Adviser acknowledges that circumstances may
arise under which the Sub-Adviser determines that while it would be both
desirable and suitable that a particular security be purchased or sold
for the account of more than one of the Sub-Adviser's Portfolios, there
is a limited supply or demand for that security. Under such
circumstances, the Adviser acknowledges that, while the Sub-Adviser will
seek to allocate the opportunity to purchase or sell that security among
those portfolios on an equitable basis (including as between portfolios
of the Sub-Adviser's nondiscretionary clients, to whom the Sub-Adviser
makes recommendations, and Portfolios of its discretionary clients, such
as the portfolio), the Sub-Adviser shall not be required to assure
equality of treatment among all of its clients (including that that
opportunity to purchase or sell that security will be proportionately
allocated among those portfolios according to any particular or
predetermined standards or criteria).
Where, because of the prevailing market conditions, it is not possible to
receive the same price or time of execution for all of the securities or
other investments purchased or sold for the Portfolio, transactions for the
Portfolio may be reported with the average prices of those transactions. In
certain instances, the Sub-Adviser, in its discretion, may place a large
order to purchase or sell a particular security or other investment for the
Portfolio and the accounts of one or more other clients. Because of the
prevailing market conditions, its is frequently not possible to receive the
same price or time of execution for all of the securities or other
investments purchased or sold. When this occurs, the Sub-Adviser will
average the various prices and charge or credit the Portfolio with the
average price. In such instances, the confirmation for such transaction
sent to the Adviser will disclose the average price. Upon request, the
Sub-Adviser will make the underlying records reflecting the actual
transaction available for the Adviser's inspection.
The Portfolio may include securities of companies for which Xxxxxxxxxx
Securities, an affiliate of the Sub-Adviser, acts as investment banker
or financial adviser or with which it has other confidential
relationships or in which it maintains a position or makes a market or
otherwise has an interest. The Adviser appreciates that, for good
commercial and legal reasons, nonpublic information (a) which becomes
available to Xxxxxxxxxx Securities through its relationships or for any
other reason cannot be passed on to the Sub-Adviser or the Adviser, or
used for the benefit of the Portfolio; and (b) which becomes available
to the Sub-Adviser for any reason cannot be passed onto the Adviser or
used for the benefit of the Portfolio. The Adviser understands that
Xxxxxxxxxx Securities, an affiliate of the Sub-Adviser, may provide
investing banking, investment advisory and brokerage services to persons
other than the Adviser. These activities xxx result in a conflict
between the interests of Xxxxxxxxxx Securities and the Adviser which, in
certain circumstances, may restrict the Sub-Adviser from trading or
recommending the trading in certain securities.
(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
commitment under this Agreement.
(h) The Adviser hereby authorizes the Sub-Adviser to receive and confer upon
the Sub-Adviser complete discretion to vote proxies solicited by or with
respect to the issuers of securities in which the Assets may be invested
from time to time ("Proxies"). The Sub-Adviser shall vote all Proxies in
a manner which, at the time of any Proxy vote is cast, is consistent
with the Sub-Adviser's good faith judgment. The Adviser shall promptly
deliver or cause to be delivered to the Sub-Adviser all Proxies,
including any information with respect thereto, received by the Adviser
or the Trust, or by any agent of the Adviser or the Trust, including
without limitation, any custodian of the Assets. The Adviser shall hold
the Sub-Adviser harmless for failure to vote Proxies, which are not
received by, or delivered to, the Sub-Adviser in
sufficient time to permit the Sub-Adviser to vote such Proxies in
accordance with the Sub-Adviser's good faith judgment.
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.
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
nothing herein shall be construed to relieve the Sub-Adviser of
responsibility for compliance with the Portfolio's investment
objectives, policies, and restrictions, as provided in Section 1
hereunder, in conection with its management of the Assets.
3. DELIVERY OF DOCUMENTS. The Adviser has furnished the Sub-Adviser with
copies properly certified or authenticated of each of the following
documents, and will provide the Sub-Adviser with any amendments thereto
prior to or immediately upon effectiveness.
(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, is 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 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. 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 Sub-Adviser shall not be
liable for any error of judgment or for any loss suffered by the Adviser in
connection with performance of its obligations under this Agreement, except
a loss resulting from a breach of fiduciary duty with respect to the
receipt of compensation for services (in which case any award of damages
shall be limited to the period and the amount set forth in Section 36(b)(3)
of the 1940 Act), or a loss resulting from willful misfeasance, bad faith
or negligence on the Sub-Adviser's part in the performance of its duties or
from reckless disregard of its obligations and duties under this Agreement,
except as may otherwise be provided under provisions of applicable state
law which cannot be waived or modified hereby.
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 Portfolios, the Trust
or the public that refer to the Sub-Adviser or its clients in any way
prior to use thereof and not to use material 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 and 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 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.
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) howsoever
arising from or in connection with a breach by the Sub-Adviser of its
duties and obligations under this Agreement; provided, however, that the
Sub-Adviser shall not be required to indemnify or otherwise hold the
Adviser harmless under this Section 7 where 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 attorney's fees and other related expenses) howsoever arising
from or in connection with a breach by the Adviser of its duties and
obligations under this Agreement; provided, however, that the Adviser shall
not be required to indemnify or otherwise hold the Sub-Adviser harmless
under this Section 7 where 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 duties under this
Agreement.
8. CUSTODY. The custodian of the assets comprising the Emerging Markets
Equity Portfolio will be State Street Bank and Trust Company (the
"Custodian"). The Assets will be maintained by the Custodian in a
subaccount, separately identified from the other assets of the Emerging
Markets Equity Portfolio and the Trust. All transactions with respect to
assets in the Portfolio will be carried out through the Custodian or such
other custodians of the Portfolio as approved or appointed by the
Portfolio.
9. 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; provided, however, that
at any time the Adviser shall have obtained exemptive relief from the SEC
permitting it to engage a Sub-Adviser without first obtaining approval of
the Agreement from a majority of the outstanding voting securities of the
Portfolio(s) involved, the Agreement shall become effective upon its
approval by the Trust's Board of Trustees. Any Sub-Adviser so selected and
approved shall be without the protection accorded by shareholder approval
of an investment adviser's 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 the Portfolio (a) by the
Portfolio 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 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 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 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 exemptions as may be granted by the Commission under the 1940 Act.
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: SEI Financial Management Corporation
0 Xxxxxxx Xxxxxx Xxxxx
Xxxx, XX 00000
Attention: Legal Department
To the Sub-Adviser at: Xxxxxxxxxx Asset Management, LLC
000 Xxxxxxxxxx Xxxxxx
Xxx Xxxxxxxxx, XX
Attention: Xxxx Xxxxxxx
13. 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.
14. INFORMATION. The Sub-Adviser will notify the Adviser of any change in the
composition of its partners within a reasonable time after such change.
15. ADVISER INFORMATION. For the purposes of complying with the laws of the
State of California, the Adviser hereby consents to the disclosure to third
parties of (i) the identity of the Portfolio as part of a representative
list of other clients of the Sub-Adviser, (ii) investment results and other
data of the Portfolio (other than the identity of the Adviser) in
connection with providing composite investment results of the Sub-Adviser
and (iii) investments and transactions of the Portfolio (other than the
identity of the Adviser) in connection with proving composite information
of the Sub-Adviser.
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 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 Xxxxxxxxxx Asset Management, LLC
By: /s/ Xxxxx Xxxxxx By: /s/ Xxxx Xxxxxxx
--------------------------------- ------------------------------------
Name: Xxxxx Xxxxxx Name: Xxxx Xxxxxxx
------------------------------- ----------------------------------
Title: Vice President Title: Principal
------------------------------ ---------------------------------
SCHEDULE A
TO THE
SUB-ADVISORY AGREEMENT
BETWEEN
SEI FINANCIAL MANAGEMENT CORPORATION
AND
XXXXXXXXXX ASSET MANAGEMENT, LLC
Pursuant to Article 4, the Adviser shall pay the Sub-Adviser compensation at an
annual rate of up to:
Emerging Markets Equity Portfolio %
SCHEDULE B
DATED JANUARY 1, 1997
TO THE SUB-ADVISORY AGREEMENT DATED JULY 31, 1997
BETWEEN
SEI INVESTMENTS MANAGEMENT CORPORATION
AND
XXXXXXXXXX ASSET MANAGEMENT, LLC
Pursuant to Article 4, the Adviser shall pay the Sub-Adviser compensation at an
annual rate of up to:
Emerging Markets Equity Portfolio %
