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EXHIBIT 99.B5(ee)
INVESTMENT SUB-ADVISORY AGREEMENT
SEI INSTITUTIONAL INVESTMENTS TRUST
AGREEMENT made this 14th day of June, 1996, among SEI Financial
Management Corporation, (the "Adviser"), Yamaichi Capital Management, Inc. and
Yamaichi Capital Management (Singapore) Limited (collectively the
"Sub-Advisers").
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 will act as investment adviser to the International 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-Advisers to provide investment advisory services to the Adviser
in connection with the management of the Portfolio, and the Sub-Advisers are
willing to render such investment advisory services.
NOW, THEREFORE, the parties hereto agree as follows:
1. DUTIES OF THE SUB-ADVISERS. Subject to supervision by the Adviser and
the Trust's Board of Trustees, the Sub-Advisers shall manage all of
the securities and other assets of the Portfolio entrusted to it
hereunder (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"), and subject to the
following:
(a) The Sub-Advisers shall, in consultation with and subject to the
direction of the Adviser, 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.
(b) In the performance of their duties and obligations under this
Agreement, the Sub-Advisers 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-Advisers shall determine the Assets to be purchased or sold by
the Portfolio 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 the Portfolio's
Registration Statement (as defined herein) and 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-Advisers will
use their 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-Advisers shall consider all
factors that they deem 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-Advisers 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). Consistent
with any guidelines established by
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the Board of Trustees of the Trust, the Sub-Advisers are authorized 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-Advisers determine 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-Advisers to the Portfolio. In addition,
the Sub-Advisers are authorized to allocate purchase and sale orders
for securities to brokers or dealers (including brokers and dealers
that are affiliated with the Adviser, Sub-Advisers or the Trust's
principal underwriter) to take into account the sale of shares of the
Trust if the Sub-Advisers believe 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-Advisers, the Trust's
principal underwriter, or any affiliated person of either the Trust,
Adviser, the Sub-Advisers 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-Advisers 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-Advisers shall provide to the Adviser or the Board
of Trustees such periodic and special reports, balance sheets or
financial information, and such other information with regard to their
affairs as the Adviser or Board of Trustees may reasonably request.
The Sub-Advisers shall keep the books and records relating to the
Assets required to be maintained by the Sub-Advisers 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 the Portfolio
required by Rule 31a-1 under the 1940 Act. The Sub-Advisers 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 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-Advisers agree
that all records that they maintain on behalf of the Portfolio are
property of the Portfolio and the Sub-Advisers will surrender promptly
to the Portfolio any of such records upon the Portfolio's request;
provided, however, that the Sub-Advisers may retain a copy of such
records. In addition, for the duration of this Agreement, the
Sub-Advisers shall preserve for the periods prescribed by Rule 31a-2
under the 1940 Act any such records as are required to be maintained
by them 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-Advisers 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-Advisers under
this Agreement are not to be deemed exclusive and the Sub-Advisers
shall be free to render similar services to others, separately or
jointly, as long as such services do not impair the services rendered
to the Adviser or the Trust.
(g) The Sub-Advisers shall promptly notify the Adviser of any financial
condition that is likely to impair the Sub-Advisers' ability to
fulfill their commitment under this Agreement.
(h) The Sub-Advisers 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
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other parties providing services to the Portfolio to promptly forward
misdirected proxies to the Sub-Advisers.
Services to be furnished by the Sub-Advisers under this Agreement may
be furnished through the medium of any of the Sub-Advisers' 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-Advisers' performance of their duties under this Agreement;
provided, however, that in connection with their management of the
Assets, nothing herein shall be construed to relieve the Sub-Advisers
of responsibility for compliance with the Trust's 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 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-Advisers
with copies properly certified or authenticated of each of the
following documents:
(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-ADVISERS. For the services to be provided by
the Sub-Advisers pursuant to this Agreement, the Adviser will pay the
Sub-Advisers, and the Sub-Advisers agree to accept as full
compensation therefor, a single 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-Advisers management and will
be paid to the Sub-Advisers monthly. Except as may otherwise be
prohibited by law or regulation (including any then current SEC staff
interpretation), the Sub-Advisers may, in their discretion and from
time to time, waive a portion of their fee.
5. INDEMNIFICATION. The Sub-Advisers 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 the performance
of the Sub-Advisers obligations under this Agreement; provided,
however, that the Sub-Advisers obligation under this Section 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 Adviser's own willful misfeasance,
bad faith or negligence, or to the reckless disregard of its duties
under this Agreement.
6. 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 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
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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-Advisers, or (c) by the Sub-Advisers 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 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. 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.
8. 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.
9. 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-Advisers at: Yamaichi Capital Management, Inc.
Two World Xxxxx Xxxxxx
Xxxxx 0000
Xxx Xxxx, Xxx Xxxx 00000
10. 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 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
SEC, 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 Yamaichi Capital Management, Inc.
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By: By:
/s/ Xxxxx Xxxxxx /s/ Xxxxxx Xxxxxxx
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Name: Name:
Xxxxx Xxxxxx Xxxxxx Xxxxxxx
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Title: Title:
Senior Vice President President
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Yamaichi Capital Management (Singapore)
Limited
By:
/s/ Xxxxxx Xxxxxx
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Name:
Xxxxxx Xxxxxx
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Title:
Managing Director
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SCHEDULE A
TO THE
SUB-ADVISORY AGREEMENT
AMONG
SEI FINANCIAL MANAGEMENT CORPORATION
AND
YAMAICHI CAPITAL MANAGEMENT, INC. (NEW YORK)
AND
YAMAICHI CAPITAL MANAGEMENT (SINGAPORE) LIMITED
Pursuant to Article 4, the Adviser shall pay the Sub-Advisers compensation at
an annual rate as follows:
International Equity Portfolio . %
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