INVESTMENT SUB-ADVISORY AGREEMENT
SEI INTERNATIONAL 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 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 (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
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
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Attention: Legal Department
To the Sub-Advisers at: Yamaichi Capital Management, Inc.
Two World ▇▇▇▇▇ ▇▇▇▇▇▇
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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: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇ ▇▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
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Title: Vice President Title: President
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Yamaichi Capital Management
(Singapore) Limited
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇
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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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