EXHIBIT 99.B(d)(48)
INVESTMENT SUB-ADVISORY AGREEMENT
SEI INSTITUTIONAL INVESTMENTS TRUST
AGREEMENT made this 1st day of July, 2003, between SEI Investments
Management Corporation (the "Adviser") and Alliance Capital Management L.P. (the
"Sub-Adviser").
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 series of the Trust set forth on
Schedule A attached hereto (the "Fund"), 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 the 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
Trust's Board of Trustees, the Sub-Adviser shall manage all of the
securities and other assets of the Fund entrusted to it hereunder (the
"Assets"), including the purchase, retention and disposition of the
Assets, in accordance with the Fund's investment objectives, policies and
restrictions as stated in the Fund'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 provide supervision of the Fund's investments and,
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 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 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 (the "Code"), and all other applicable
federal and state laws and regulations, as each is amended from time to
time. The Adviser agrees promptly to deliver any amendment or supplement
to the Prospectus to the Sub-Adviser on an on-going basis, and until the
Adviser delivers any such amendment or supplement to the Sub-Adviser, the
Sub-Adviser shall be fully protected in relying on the Prospectus as
previously furnished.
(c) The Sub-Adviser shall determine the Assets to be purchased or sold by the
Fund 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 Fund's Registration Statement 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
Fund transactions and selecting brokers or dealers, the Sub-Adviser will
use its best efforts to seek on behalf of the 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 (as those terms are defined in Section
28(e) of the Securities Exchange Act of 1934) provided to the Fund 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 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 the Fund. In addition, the Sub-Adviser is authorized to
allocate purchase and sale orders for Fund 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 Fund'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 and shall render to the Adviser or the 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 required to be
maintained by the Sub-Adviser by 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 Fund required by Rule 31a-1 under the 1940 Act. The
Sub-Adviser shall also furnish to the Adviser any other information 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 Fund are property of the Fund and the
Sub-Adviser will surrender promptly to the Fund any of such records upon
the Fund'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
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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 Fund's custodian on each business day
with information relating to all transactions concerning the Fund's
Assets and shall provide such information and such periodic or special
reports as the Adviser or Board of Trustees may reasonably request.
(f) The Adviser understands that the Sub-Adviser now acts, will continue to
act and may act in the future as investment manager or adviser to
fiduciary and other managed accounts, and as investment manager or
adviser to other investment companies, including any offshore entities,
or accounts, and the Fund has no objection to the Sub-Adviser's so
acting, provided that whenever the Fund and one or more other investment
companies or accounts managed or advised by the Sub-Adviser have
available funds for investment, investments suitable and appropriate for
each will be allocated in accordance with a formula believed to be
equitable to each company and account. The Adviser recognizes that in
some cases this procedure may adversely affect the size of the position
obtainable for the Fund. In addition, the Adviser understands that the
persons employed by the Sub-Adviser to assist in the performance of the
Sub-Adviser's duties under this Agreement will not devote their full time
to such service and nothing contained in this Agreement shall be deemed
to limit or restrict the right of the Sub-Adviser or any affiliate of the
Sub-Adviser to engage in and devote time and attention to other
businesses or to render services of whatever kind in nature.
(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) (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 the Fund. The Sub-Adviser
shall instruct the custodian and other parties providing services
to the Fund to promptly forward misdirected proxies 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 proxies in
relation to the securities held as Assets in the Fund. As of the
time as the Sub-Adviser shall assume such responsibilities with
respect to proxies under this sub-section (ii), the Adviser shall
instruct the custodian and other parties providing services to the
Fund to promptly forward misdirected proxies to the Sub-Adviser.
(i) In performance of its duties and obligations under this Agreement, the
Sub-Adviser shall not consult with any other sub-adviser to the Fund or a
sub-adviser to a portfolio that is under common control with the Fund
concerning the Assets, except as permitted by the policies and procedures
of the Fund. The Sub-Adviser shall not provide investment advice to any
assets of the Fund other than the Assets.
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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, employees or, to the extent permitted by applicable law,
affiliates, and with respect to proxies, a third party proxy voting
service.
2. DUTIES OF THE ADVISER. The Adviser shall continue to have responsibility
for all services to be provided to the Fund pursuant to the Advisory
Agreement and shall oversee and review the Sub-Adviser's performance of
its duties under this Agreement; provided, however, nothing herein shall
be construed to relieve the Sub-Adviser of responsibility for compliance
with the Fund's investment objectives, policies and restrictions, as
provided in Section 1 hereunder.
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(es) of the Fund; and
(d) The Trust's most recent Registration Statement as filed with the SEC.
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 under
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. 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 the performance of its obligations under this
Agreement, except a loss resulting from: (i) willful misfeasance, bad
faith or negligence on the Sub-Adviser's part in the performance of its
duties, or (ii) reckless disregard of its obligations and duties under
this Agreement, or (iii) a violation of law or any duty imposed by
federal or state law.
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 Fund, 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
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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. CHANGE IN THE SUB-ADVISER'S MEMBERSHIP. The Sub-Adviser agrees that it
shall notify the Adviser of any change in the membership of the general
partners of the Sub-Adviser within a reasonable time after such change.
8. 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 this Agreement or the
performance by the Sub-Adviser of its duties hereunder; provided,
however, that the Sub-Adviser shall not be required to indemnify or
otherwise hold the Adviser harmless under this Paragraph 8 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.
9. DURATION AND TERMINATION. This Agreement shall become effective upon its
approval by the Trust's 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 the 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 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 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 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 Advisory Agreement with the Trust. As used
in this Paragraph 9, 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.
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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 Investments Management Corporation
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Attention: Legal Department
To the Sub-Adviser at: Alliance Capital Management L.P.
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Attention: Corporate Legal
13. NAMES. The Trust may use the names "Alliance Capital Management L.P.,"
"Alliance Capital Management," "Alliance Capital," or "Alliance" only for
so long as this Agreement or any extension, renewal or amendment hereof
remains in effect. At such times as this Agreement shall no longer be in
effect, the Trust shall cease to use such names or any other name
indicating that it is advised by or otherwise connected with the
Sub-Adviser.
14. NON-HIRE/NON-SOLICITATION. The parties hereby agree that so long as the
Sub-Adviser provides services to the Adviser or the Trust and for a
period of one year following the date on which the Sub-Adviser ceases to
provide services to the Adviser and the Trust, neither party shall for
any reason, directly or indirectly, on its own behalf or on behalf of
others, hire any person employed by the other party, whether or not such
person is a full-time employee or whether or not any person's employment
is pursuant to a written agreement or is at-will, without the express
written consent of the other party. The parties further agree that, to
the extent that a party breaches the covenant described in this
paragraph, the other party shall be entitled to pursue all appropriate
remedies in law or equity.
15. 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.
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In the event the terms of this Agreement are applicable to more than one
portfolio of the Trust (for purposes of this Paragraph 15, 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 9 of this Agreement with respect to such Fund shall be the
execution date of the relevant Schedule.
16. 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 the Fund or the Trust.
(b) 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 ALLIANCE CAPITAL MANAGEMENT L.P.
BY: ALLIANCE CAPITAL MANAGEMENT
CORPORATION, ITS GENERAL PARTNER
By: By:
/s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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Name: Name:
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Title: Title:
Senior Vice President Assistant Secretary
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SCHEDULE A
TO THE
SUB-ADVISORY AGREEMENT
BETWEEN
SEI INVESTMENTS MANAGEMENT CORPORATION
AND
ALLIANCE CAPITAL MANAGEMENT L. P.
AS OF JULY 1, 2003
SEI INSTITUTIONAL INVESTMENTS TRUST
International Equity Fund
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SCHEDULE B
TO THE
SUB-ADVISORY AGREEMENT
BETWEEN
SEI INVESTMENTS MANAGEMENT CORPORATION
AND
ALLIANCE CAPITAL MANAGEMENT L. P.
AS OF JULY 1, 2003
Pursuant to Paragraph 4, the Adviser shall pay the Sub-Adviser compensation at
an annual rate as follows:
SEI INSTITUTIONAL INVESTMENTS TRUST
International Equity Fund
Agreed and Accepted:
SEI INVESTMENTS MANAGEMENT CORPORATION ALLIANCE CAPITAL MANAGEMENT L.P.
BY: ALLIANCE CAPITAL MANAGEMENT
CORPORATION, ITS GENERAL PARTNER
By: By:
/s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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Name: Name:
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Title: Title:
Senior Vice President Assistant Secretary
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