INVESTMENT SUB-ADVISORY AGREEMENT
SEI INSTITUTIONAL INVESTMENTS TRUST
AGREEMENT made this 2nd day of October, 2000, between SEI Investments
Management Corporation (the "Adviser") and ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ & Co., LLC (the
"Sub-Adviser"), a registered investment adviser indirectly wholly-owned by
Alliance Capital Management L.P. ("Alliance").
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 Large Cap Fund and the Large Cap
Value Fund (each, a "Portfolio" and collectively, the "Portfolios"), each of
which is a separate series of the Trust; and
WHEREAS, the Adviser and ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ & Co., Inc. ("▇▇▇▇▇▇▇▇▇")
entered into an agreement dated December 15, 1997 whereby ▇▇▇▇▇▇▇▇▇ was retained
to provide investment sub-advisory services to the Adviser in connection with
the Trust; and
WHEREAS, ▇▇▇▇▇▇▇▇▇, indirectly through its parent company, has been
acquired by Alliance; 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 Portfolios, and the Sub-Adviser is willing to render
such investment advisory services.
NOW, THEREFORE, the parties hereto agree as follows as to each Portfolio:
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 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-Adviser 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 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 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 all 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 provided (as those
terms are defined in Section 28(e) of the Securities Exchange Act of
1934). 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 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 in terms
of the overall responsibilities of the Sub-Adviser to its discretionary
clients, including the Portfolio. 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 Trust's principal underwriter) and
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 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 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 its
affairs as the Adviser or Board of Trustees may reasonably request.
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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-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 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-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 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.
(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 Sub-Adviser shall review all proxy solicitation materials
and be responsible for voting and handling all proxies in relation to
the securities held as Assets 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.
Services to be furnished by the Sub-Adviser under this Agreement may be
furnished through the medium of any of the Sub-Adviser's control
affiliates, partners, officers or employees. Sub-Adviser shall notify
the Adviser of any change in the membership of the general partners of
Alliance within a reasonable time after such change.
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 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
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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 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 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 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. INDEMNIFICATION. The Sub-Adviser shall indemnify and hold harmless the
Adviser from and against any and all losses, liabilities or damages
(including reasonable attorney's fees and other related expenses) howsoever
arising from or in connection with the Sub-Adviser' s failure to perform
its obligations under this Agreement with the care, skill, prudence and
diligence under the circumstances then prevailing that a prudent person
acting in a like capacity and familiar with such matters would use in the
conduct of an enterprise of a like character and with like aims; provided,
however, that the Sub-Adviser's 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.
In any determination of the Sub-Adviser's liability for indemnification
under this Section 5 or otherwise, the investment and management decisions
of the Sub-Adviser respecting individual assets and courses of action shall
not be evaluated in isolation but in the context of the Portfolio taken as
a whole and as part of an overall investment strategy having risk and
return objectives reasonably suited to the Portfolio. The conditions of the
foregoing indemnity and hold harmless covenant are that (a) the indemnified
persons shall inform the Sub-Adviser promptly of any claims threatened or
made against any indemnified persons (b) the indemnified persons shall
cooperate fully with the Sub-Adviser in responding to such threatened or
actual claims, (c) any settlement agreement shall require the written
approval of the Sub-Adviser, (d) the Sub-Adviser
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shall not be liable for any legal or other expenses incurred in connection
with any threatened, pending or current actions, suit, proceeding or claim
(of any nature whatsoever), or defense to any of the foregoing, that were
not specifically authorized by the Sub-Adviser and (e) the Sub-Adviser
shall not be liable for indemnification under this Section 5 as a result of
any court, administrative or other action, suit, claim or proceeding in
which it has not been made a party and been able to present its defense.
Nothing in this Agreement shall in any way constitute a waiver or
limitation of any of the obligations which the Sub-Adviser may have under
any federal securities laws.
6. DURATION AND TERMINATION. This Agreement shall become effective upon
approval by the Trust's Board of Trustees and the closing of the
acquisition of ▇▇▇▇▇▇▇▇▇ by Alliance. Pursuant to the exemptive relief
obtained in the SEC Order dated April 29, 1996, Investment Company Act No.
21921, approval of the Agreement by a majority of the outstanding voting
securities of the Portfolio 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 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 Advisory 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:
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To the Adviser at: SEI Investments Management Corporation
▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇, ▇▇ ▇▇▇▇▇
Attention: Legal Department
To the Sub-Adviser at: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ & Co., LLC
21st Floor
▇▇▇ ▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇
Attention: ▇▇▇▇ ▇▇▇▇▇
with a copy to: Managing Director -
Institutional Asset Advisors
(at the above address)
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 INVESTMENTS MANAGEMENT CORPORATION ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ & CO., LLC
By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ By: /s/ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇
------------------ --------------------
Name: ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Name: ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇
-------------- ---------------
Title: Senior Vice President Title: Senior Vice President
--------------------- ---------------------
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SCHEDULE A
TO THE
SUB-ADVISORY AGREEMENT
BETWEEN
SEI INVESTMENTS MANAGEMENT CORPORATION
AND
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ & CO., LLC
Pursuant to Paragraph 4, the Adviser shall pay the Sub-Adviser compensation at
an annual rate as follows:
SEI INSTITUTIONAL INVESTMENTS TRUST
Large Cap Fund X.XX%
Large Cap Value Fund X.XX%
For purposes of calculating fees, the average monthly market value of the Assets
of the Portfolios and the assets of such other related SEI large cap domestic
equity portfolios or accounts as the Sub-Adviser may now or in the future
provide investment sub-advisory services for (collectively, the "Assets of the
SEI Portfolios"), shall be aggregated. The following Fee Schedules (A and B)
will be in effect.
FEE SCHEDULE A
Average Monthly Market Value of the combined Annual Fee
Assets of the SEI Portfolios (Less than $800 million)
First $300,000,000 .XX%
Next $499,000,000 .XX%
FEE SCHEDULE B
Average Monthly Market Value of the combined Annual Fee
Assets of the SEI Portfolios ($800 million or greater)
$800,000,000 and thereafter .XX%
Agreed and Accepted:
SEI INVESTMENTS MANAGEMENT CORPORATION ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ & CO., LLC
By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ By: /s/ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇
Title: Senior Vice President Title: Senior Vice President
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