0001041062-14-000730.txt : 20141128 0001041062-14-000730.hdr.sgml : 20141127 20141128120642 ACCESSION NUMBER: 0001041062-14-000730 CONFORMED SUBMISSION TYPE: NSAR-B PUBLIC DOCUMENT COUNT: 7 CONFORMED PERIOD OF REPORT: 20140930 FILED AS OF DATE: 20141128 DATE AS OF CHANGE: 20141128 EFFECTIVENESS DATE: 20141128 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SEI INSTITUTIONAL INTERNATIONAL TRUST CENTRAL INDEX KEY: 0000835597 IRS NUMBER: 000000000 STATE OF INCORPORATION: MA FISCAL YEAR END: 0228 FILING VALUES: FORM TYPE: NSAR-B SEC ACT: 1940 Act SEC FILE NUMBER: 811-05601 FILM NUMBER: 141255555 BUSINESS ADDRESS: STREET 1: SEI INVESTMENTS ATTN: CAREN ROSCH STREET 2: 1FREEDOM CIRCLE DRIVE CITY: OAKS STATE: PA ZIP: 19456 BUSINESS PHONE: 610 676-3097 MAIL ADDRESS: STREET 1: SEI INVESTMENTS ATTN: CAREN ROSCH STREET 2: 1FREEDOM CIRCLE DRIVE CITY: OAKS STATE: PA ZIP: 19456 FORMER COMPANY: FORMER CONFORMED NAME: SEI INTERNATIONAL TRUST DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED 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Q000100 0 072 R000100 101 072 S000100 52 072 T000100 0 072 U000100 0 072 V000100 0 072 W000100 98 072 X000100 32476 072 Y000100 0 072 Z000100 46469 072AA000100 186772 072BB000100 0 072CC010100 0 072CC020100 152955 PAGE 20 072DD010100 31558 072DD020100 64 072EE000100 0 072 A000200 12 072 B000200 11495 072 C000200 0 072 D000200 0 072 E000200 0 072 F000200 1472 072 G000200 2944 072 H000200 2 072 I000200 1227 072 J000200 68 072 K000200 0 072 L000200 45 072 M000200 6 072 N000200 12 072 O000200 0 072 P000200 0 072 Q000200 0 072 R000200 18 072 S000200 9 072 T000200 0 072 U000200 0 072 V000200 0 072 W000200 93 072 X000200 5896 072 Y000200 879 072 Z000200 6478 072AA000200 16348 072BB000200 0 072CC010200 5939 072CC020200 0 072DD010200 2598 072DD020200 0 072EE000200 0 072 A000500 12 072 B000500 30 072 C000500 43637 072 D000500 0 072 E000500 1460 072 F000500 18663 072 G000500 11553 072 H000500 10 072 I000500 4444 072 J000500 779 072 K000500 0 072 L000500 179 072 M000500 22 072 N000500 36 072 O000500 0 PAGE 21 072 P000500 0 072 Q000500 0 072 R000500 156 072 S000500 38 072 T000500 0 072 U000500 0 072 V000500 0 072 W000500 78 072 X000500 35958 072 Y000500 1083 072 Z000500 10252 072AA000500 70216 072BB000500 0 072CC010500 0 072CC020500 37789 072DD010500 7645 072DD020500 0 072EE000500 0 072 A000600 12 072 B000600 77047 072 C000600 0 072 D000600 0 072 E000600 33 072 F000600 10755 072 G000600 8224 072 H000600 7 072 I000600 3163 072 J000600 290 072 K000600 0 072 L000600 118 072 M000600 16 072 N000600 30 072 O000600 0 072 P000600 0 072 Q000600 0 072 R000600 53 072 S000600 25 072 T000600 0 072 U000600 0 072 V000600 0 072 W000600 121 072 X000600 22802 072 Y000600 5555 072 Z000600 59833 072AA000600 0 072BB000600 34291 072CC010600 0 072CC020600 2012 072DD010600 37069 072DD020600 0 072EE000600 7466 PAGE 22 073 A010100 0.1276 073 A020100 0.1043 073 B000100 0.0000 073 C000100 0.0000 073 A010200 0.0582 073 A020200 0.0000 073 B000200 0.0000 073 C000200 0.0000 073 A010500 0.0513 073 A020500 0.0000 073 B000500 0.0000 073 C000500 0.0000 073 A010600 0.3109 073 A020600 0.0000 073 B000600 0.0655 073 C000600 0.0000 074 A000100 895 074 B000100 0 074 C000100 71197 074 D000100 0 074 E000100 22166 074 F000100 2490741 074 G000100 0 074 H000100 0 074 I000100 153307 074 J000100 7592 074 K000100 0 074 L000100 10806 074 M000100 6 074 N000100 2756710 074 O000100 11141 074 P000100 2740 074 Q000100 0 074 R010100 0 074 R020100 0 074 R030100 0 074 R040100 55005 074 S000100 0 074 T000100 2687824 074 U010100 269875 074 U020100 538 074 V010100 9.94 074 V020100 9.92 074 W000100 0.0000 074 X000100 995 074 Y000100 0 074 A000200 917 074 B000200 0 074 C000200 32124 074 D000200 481748 074 E000200 0 PAGE 23 074 F000200 0 074 G000200 0 074 H000200 0 074 I000200 0 074 J000200 8421 074 K000200 0 074 L000200 5030 074 M000200 15623 074 N000200 543863 074 O000200 6973 074 P000200 400 074 Q000200 0 074 R010200 0 074 R020200 0 074 R030200 0 074 R040200 12706 074 S000200 0 074 T000200 523784 074 U010200 47685 074 U020200 0 074 V010200 10.98 074 V020200 0.00 074 W000200 0.0000 074 X000200 344 074 Y000200 0 074 A000500 6752 074 B000500 0 074 C000500 33393 074 D000500 0 074 E000500 54804 074 F000500 1753706 074 G000500 0 074 H000500 0 074 I000500 289453 074 J000500 4474 074 K000500 0 074 L000500 43100 074 M000500 2 074 N000500 2185684 074 O000500 46058 074 P000500 3107 074 Q000500 0 074 R010500 0 074 R020500 0 074 R030500 0 074 R040500 178441 074 S000500 0 074 T000500 1958078 074 U010500 181935 074 U020500 0 074 V010500 10.76 PAGE 24 074 V020500 0.00 074 W000500 0.0000 074 X000500 873 074 Y000500 0 074 A000600 4198 074 B000600 0 074 C000600 73381 074 D000600 1239506 074 E000600 0 074 F000600 0 074 G000600 0 074 H000600 0 074 I000600 5777 074 J000600 19106 074 K000600 0 074 L000600 21556 074 M000600 10882 074 N000600 1374406 074 O000600 15838 074 P000600 1490 074 Q000600 0 074 R010600 0 074 R020600 0 074 R030600 0 074 R040600 11347 074 S000600 0 074 T000600 1345731 074 U010600 131882 074 U020600 0 074 V010600 10.20 074 V020600 0.00 074 W000600 0.0000 074 X000600 1111 074 Y000600 0 075 A000100 0 075 B000100 2616623 075 A000200 0 075 B000200 490660 075 A000500 0 075 B000500 1777431 075 A000600 0 075 B000600 1265210 076 000100 0.00 076 000200 0.00 076 000500 0.00 076 000600 0.00 077 A000000 Y 077 B000000 Y 077 E000000 Y 077 Q010000 Y 078 000000 N PAGE 25 080 A00AA00 Continental, Everest, AXIS, Federal Ins 080 B00AA00 N/A 080 C00AA00 40000 081 A00AA00 Y 081 B00AA00 217 082 A00AA00 N 082 B00AA00 0 083 A00AA00 N 083 B00AA00 0 084 A00AA00 N 084 B00AA00 0 085 A00AA00 Y 085 B00AA00 N 086 A010000 0 086 A020000 0 086 B010000 0 086 B020000 0 086 C010000 0 086 C020000 0 086 D010000 0 086 D020000 0 086 E010000 0 086 E020000 0 086 F010000 0 086 F020000 0 SIGNATURE ROBERT A NESHER TITLE PRESIDENT & CEO EX-99.77Q1 OTHR EXHB 2 COE.txt SEI LIQUID ASSET TRUST SEI TAX EXEMPT TRUST SEI DAILY INCOME TRUST SEI INSTITUTIONAL MANAGED TRUST SEI INSTITUTIONAL INTERNATIONAL TRUST SEI ASSET ALLOCATION TRUST SEI INSTITUTIONAL INVESTMENTS TRUST ADVISER MANAGED TRUST NEW COVENANT FUNDS SEI INSURANCE PRODUCTS TRUST Financial Officer Code of Ethics 1. Introduction The reputation and integrity of SEI Liquid Asset Trust, SEI Tax Exempt Trust, SEI Daily Income Trust, SEI Institutional Managed Trust, SEI Institutional International Trust, SEI Asset Allocation Trust, SEI Institutional Investments Trust, Adviser Managed Trust, New Covenant Funds and SEI Insurance Products Trust (each a Trust and, collectively, the Trusts) are valuable assets that are vital to the each Trusts success. The Trusts senior financial officers (SFOs) are responsible for conducting the Trusts business in a manner that demonstrates a commitment to the highest standards of integrity. The Trusts SFOs include the principal executive officer, the principal financial officer, comptroller or principal accounting officer, and any person who performs a similar function. The Sarbanes-Oxley Act of 2002 (the Act) effected sweeping corporate disclosure and financial reporting reform on public companies, including mutual funds, to address corporate malfeasance and assure investors that the companies in which they invest are accurately and completely disclosing financial information. Under the Act, all public companies (including the Trusts) must either have a code of ethics for their SFOs, or disclose why they do not. The Act was intended to foster corporate environments which encourage employees to question and report unethical and potentially illegal business practices. Each Trust has chosen to adopt this Financial Officer Code of Ethics (the Code) to encourage its SFOs to act in a manner consistent with the highest principles of ethical conduct. 2. Purposes of the Code The purposes of this Code are: To promote honest and ethical conduct by each Trusts SFOs, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships; To assist each Trusts SFOs in recognizing and avoiding conflicts of interest, including disclosing to an appropriate person any material transaction or relationship that reasonably could be expected to give rise to such a conflict; To promote full, fair, accurate, timely, and understandable disclosure in reports and documents that the Trusts file with, or submit to, the SEC and in other public communications made by the Trusts; To promote compliance with applicable laws, rules and regulations; To encourage the prompt internal reporting to an appropriate person of violations of this Code; and To establish accountability for adherence to this Code. 3. Questions about this Code Each Trusts compliance officer designated to oversee compliance with the Trusts Code of Ethics adopted pursuant to Rule 17j-1 shall serve as Compliance Officer for the implementation and administration of this Code. You should direct your questions about this Code to the Compliance Officer. 4. Conduct Guidelines Each Trust has adopted the following guidelines under which the Trusts SFOs must perform their official duties and conduct the business affairs of the Trust. a) Ethical and honest conduct is of paramount importance. Each Trusts SFOs must act with honesty and integrity and avoid violations of this Code, including the avoidance of actual or apparent conflicts of interest with the Trust in personal and professional relationships. b) SFOs must disclose material transactions or relationships. Each Trusts SFOs must disclose to the Compliance Officer any actual or apparent conflicts of interest the SFO may have with the Trust that reasonably could be expected to give rise to any violations of this Code. Such conflicts of interest may arise as a result of material transactions or business or personal relationships to which the SFO may be a party. If it is not possible to disclose the matter to the Compliance Officer, it should be disclosed to the Trusts Chief Financial Officer, Chief Executive Officer or another appropriate person. In addition to disclosing any actual or apparent conflicts of interest in which an SFO is personally involved, the Trusts SFOs have an obligation to report any other actual or apparent conflicts which they discover or of which they otherwise become aware. If you are unsure whether a particular fact pattern gives rise to a conflict of interest, or whether a particular transaction or relationship is material, you should bring the matter to the attention of the Compliance Officer. c) Standards for quality of information shared with service providers of the Trusts. Each Trusts SFOs must at all times seek to provide information to the Trusts service providers (adviser, administrator, outside auditor, outside counsel, custodian, etc.) that is accurate, complete, objective, relevant, timely, and understandable. d) Standards for quality of information included in periodic reports. Each Trusts SFOs must at all times endeavor to ensure full, fair, timely, accurate, and understandable disclosure in the Trusts periodic reports. e) Compliance with laws. Each Trusts SFOs must comply with the federal securities laws and other laws and rules applicable to the Trusts, such as the Internal Revenue Code. f) Standard of care. Each Trusts SFOs must at all times act in good faith and with due care, competence and diligence, without misrepresenting material facts or allowing your independent judgment to be subordinated. Each Trusts SFOs must conduct the affairs of the Trust in a responsible manner, consistent with this Code. g) Confidentiality of information. Each Trusts SFOs must respect and protect the confidentiality of information acquired in the course of their professional duties, except when authorized by the Trust to disclose it or where disclosure is otherwise legally mandated. You may not use confidential information acquired in the course of your work for personal advantage. h) Sharing of information and educational standards. Each Trusts SFOs should share information with relevant parties to keep them informed of the business affairs of the Trust, as appropriate, and maintain skills important and relevant to the Trusts needs. i) Promote ethical conduct. Each Trusts SFOs should at all times proactively promote ethical behavior among peers in your work environment. j) Standards for recordkeeping. Each Trusts SFOs must at all times endeavor to ensure that the Trusts financial books and records are thoroughly and accurately maintained to the best of their knowledge in a manner consistent with applicable laws and this Code. 5. Waivers of this Code You may request a waiver of a provision of this Code by submitting your request in writing to the Compliance Officer for appropriate review. For example, if a family member works for a service provider that prepares a Trusts financial statements, you may have a potential conflict of interest in reviewing those statements and should seek a waiver of this Code to review the work. An executive officer of each Trust, or another appropriate person (such as a designated Board or Audit Committee member), will decide whether to grant a waiver. All waivers of this code must be disclosed to the applicable Trusts shareholders to the extent required by SEC rules. 6. Affirmation of the Code Upon adoption of the Code, each Trusts SFOs must affirm in writing that they have received, read and understand the Code, and annually thereafter must affirm that they have complied with the requirements of the Code. To the extent necessary, each Trusts Compliance Officer will provide guidance on the conduct required by this Code and the manner in which violations or suspected violations must be reported and waivers must be requested. 7. Reporting Violations In the event that an SFO discovers or, in good faith, suspects a violation of this Code, the SFO must immediately report the violation or suspected violation to the Compliance Officer. The Compliance Officer may, in his discretion, consult with another member of the Trusts senior management or the Board in determining how to address the suspected violation. For example, a Code violation may occur when a periodic report or financial statement of a Trust omits a material fact, or is technically accurate but, in the view of the SFO, is written in a way that obscures its meaning. SFOs who report violations or suspected violations in good faith will not be subject to retaliation of any kind. Reported violations will be investigated and addressed promptly and will be treated as confidential to the extent possible. 8. Violations of the Code Dishonest or unethical conduct or conduct that is illegal will constitute a violation of this Code, regardless of whether this Code specifically refers to such particular conduct. A violation of this Code may result in disciplinary action, up to and including removal as an SFO of the Trust. A variety of laws apply to the Trusts and their operations, including the Securities Act of 1933, the Investment Company Act of 1940, state laws relating to duties owed by Trust officers, and criminal laws. The Trusts will report any suspected criminal violations to the appropriate authorities, and will investigate, address and report, as appropriate, non- criminal violations. EX-99.77E LEGAL 3 legal.txt SUB-ITEM 77E(a) A lawsuit entitled Steven Curd and Rebel Curd v. SEI Investments Management Corporation was initially filed against SIMC in the U.S. District Court for the Eastern District of Pennsylvania (the Court) on December 11, 2013. On August 28, 2014, the Court granted SIMCs motion to dismiss the initial complaint in the lawsuit, but also granted plaintiffs leave to amend the complaint. On October 2, 2014, plaintiffs filed an amended complaint. In the amended complaint, SEI Investments Global Funds Services (SGFS) was added as a defendant. The plaintiffs bring the case as a shareholder derivative action against SIMC and SGFS on behalf of certain SEI funds. The claims were based on Section 36(b) of the Investment Company Act of 1940, as amended, which allows shareholders of a mutual fund to sue the investment adviser of the fund or its affiliates for an alleged breach of fiduciary duty with respect to compensation received by the adviser or its affiliates. The plaintiffs bring the suit against SIMC and SGFS with respect to five specific SEI Funds: the International Equity Fund, which is a series of the SEI Institutional International Trust, the High Yield Bond, Tax- Managed Large Cap, and Tax-Managed Small/Mid Cap Funds, each of which is a series of the SEI Institutional Managed Trust, and the Intermediate Term Municipal Fund, which is a series of the SEI Tax Exempt Trust. The plaintiffs seek: (1) damages for the funds in the amount of the alleged excessive fees earned by SIMC and SGFS beginning from the one year period prior to the filing of the lawsuit, plus interest, costs, and fees; (2) orders declaring that SIMC and SGFS allegedly violated Section 36(b) and enjoining SIMC and SGFS from further alleged violations; and (3) rescission of SIMCs and SGFSs contracts with the funds, and restitution of all allegedly excessive fees paid beginning from the one year period prior to the filing of the lawsuit, plus interest, costs, and fees. SIMC continues to dispute the claims, and intends to continue to vigorously defend the matter. EX-99.77Q1 OTHR EXHB 4 subadvisor1.txt INVESTMENT SUB-ADVISORY AGREEMENT SEI INSTITUTIONAL INTERNATIONAL TRUST AGREEMENT made as of this _____ day of _____________, 2014 between SEI Investments Management Corporation (the Adviser) and Blackcrane Capital, LLC (the Sub-Adviser). WHEREAS, SEI Institutional 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, as amended, (the Advisory Agreement) with the Trust, pursuant to which the Adviser acts as investment adviser to each series of the Trust set forth on Schedule A attached hereto (each a Fund, and collectively, the Funds), 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 a 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 Trusts Board of Trustees, the Sub-Adviser shall manage all of the securities and other assets of each Fund entrusted to it hereunder (the Assets), including the purchase, retention and disposition of the Assets, in accordance with the Funds investment objectives, policies and restrictions as stated in each Funds 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 a 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 Trusts Declaration of Trust (as defined herein), Prospectus, Compliance Policies and Procedures 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. (c) The Sub-Adviser shall determine the Assets to be purchased or sold by a Fund 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 a Funds compliance policy and procedures or as the Board of Trustees or the Adviser may direct from time to time, in conformity with all 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 each 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 provided (as those terms are defined in Section 28(e) of the Securities Exchange Act of 1934 (the Exchange Act)). 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 a 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 its discretionary clients, including a Fund. 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 Trusts principal underwriter) 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 a Funds Assets be purchased from or sold to the Adviser, Sub-Adviser, the Trusts 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 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-Advisers services under this Agreement needed by the Adviser to keep the other books and records of a Fund required by Rule 31a-1 under the 1940 Act. The Sub-Adviser agrees that all records that it maintains on behalf of a Fund are property of the Fund and the Sub-Adviser will surrender promptly to a Fund any of such records upon the Funds 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 a Funds custodian on each business day with information relating to all transactions concerning a Funds Assets and shall provide the Adviser with such information upon request of the Adviser. (f) To the extent called for by the Trusts Compliance Policies and Procedures, or as reasonably requested by a Fund, the Sub- Adviser shall provide the Fund with information and advice regarding Assets to assist the Fund in determining the appropriate valuation of such Assets. (g) 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. (h) The Sub-Adviser shall promptly notify the Adviser of any financial condition that is reasonably likely to impair the Sub-Advisers ability to fulfill its commitment under this Agreement. (i) (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 a Fund. If the Sub-Adviser receives a misdirected proxy, it shall promptly forward such misdirected proxy 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 a Fund. As of the time 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 a Fund to promptly forward misdirected proxies to the Sub-Adviser. (j) In performance of its duties and obligations under this Agreement, the Sub-Adviser shall not consult with any other sub-adviser to a Fund or a sub- adviser to a portfolio that is under common control with a Fund concerning the Assets, except as permitted by the policies and procedures of a Fund. The Sub-Adviser shall not provide investment advice to any assets of a Fund other than the Assets. (k) On occasions when the Sub-Adviser deems the purchase or sale of a security to be in the best interest of a Fund as well as other clients of the Sub-Adviser, the Sub-Adviser may, to the extent permitted by applicable law and regulations, aggregate the order for securities to be sold or purchased. In such event, the Sub-Adviser will allocate securities so purchased or sold, as well as the expenses incurred in the transaction, in a manner the Sub-Adviser reasonably considers to be equitable and consistent with its fiduciary obligations to a Fund and to such other clients under the circumstances. (l) 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. 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. (m) With respect to the Assets of a Fund, the Sub-Adviser shall file any required reports with the SEC pursuant to Section 13(f) and Section 13(g) of the Securities Exchange Act of 1934, as amended and the rules and regulations thereunder. To the extent permitted by law, the services to be furnished by the Sub-Adviser under this Agreement may be furnished through the medium of any of the Sub-Advisers partners, officers, employees or control affiliates; provided, however, that the use of such mediums does not relieve the Sub-Adviser from any obligation or duty under this Agreement. 2. Duties of the Adviser. The Adviser shall continue to have responsibility for all services to be provided to each Fund pursuant to the Advisory Agreement and shall oversee and review the Sub-Advisers 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 Trusts Declaration of Trust (as defined herein), Prospectus, Compliance Policies and Procedures, the instructions and directions of the Board of Trustees of the Trust, the requirements of the 1940 Act, the Code, 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 of each of the following documents: (a) The Trusts 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); and (c) Prospectus of each Fund. 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, excluding cash with respect to a Fund that is an equity fund, under the Sub-Advisers management and will be paid to the Sub-Adviser monthly. For the avoidance of doubt, notwithstanding the fact that the Agreement has not been terminated, no fee will be accrued under this Agreement with respect to any day that the value of the Assets under the Sub-Advisers management equals zero. 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 claims, losses, liabilities or damages (including reasonable attorneys 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 Paragraph 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 Advisers 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 attorneys fees and other related expenses) howsoever arising from or in connection with the performance of the Advisers obligations under this Agreement; provided, however, that the Advisers obligation under this Paragraph 5 shall be reduced to the extent that 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-Advisers 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 approval by the Trusts 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 a 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 advisers 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 a 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 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. Compliance Program of the Sub-Adviser. The Sub-Adviser hereby represents and warrants that: (a) in accordance with Rule 206(4)-7 under the Investment Advisers Act of 1940, as amended (the Advisers Act), the Sub- Adviser has adopted and implemented and will maintain written policies and procedures reasonably designed to prevent violation by the Sub-Adviser and its supervised persons (as such term is defined in the Advisers Act) of the Advisers Act and the rules the SEC has adopted under the Advisers Act; and (b) to the extent that the Sub-Advisers activities or services could affect a Fund, the Sub-Adviser has adopted and implemented and will maintain written policies and procedures that are reasonably designed to prevent violation of the federal securities laws (as such term is defined in Rule 38a-1 under the 1940 Act) by the Funds and the Sub- Adviser (the policies and procedures referred to in this Paragraph 7(b), along with the policies and procedures referred to in Paragraph 7(a), are referred to herein as the Sub-Advisers Compliance Program). 8. Reporting of Compliance Matters. (a) The Sub-Adviser shall promptly provide to the Trusts Chief Compliance Officer (CCO) the following documents: (i) copies of all SEC examination correspondences, including correspondences regarding books and records examinations and sweep examinations, issued during the term of this Agreement, in which the SEC identified any concerns, issues or matters (such correspondences are commonly referred to as deficiency letters) relating to any aspect of the Sub- Advisers investment advisory business and the Sub-Advisers responses thereto; (ii) a report of any material violations of the Sub-Advisers Compliance Program or any material compliance matters (as such term is defined in Rule 38a-1 under the 1940 Act) that have occurred with respect to the Sub-Advisers Compliance Program; (iii) a report of any material changes to the policies and procedures that compose the Sub-Advisers Compliance Program; (iv) a copy of the Sub-Advisers chief compliance officers report (or similar document(s) which serve the same purpose) regarding his or her annual review of the Sub- Advisers Compliance Program, as required by Rule 206(4)-7 under the Advisers Act; and (v) an annual (or more frequently as the Trusts CCO may reasonably request) representation regarding the Sub-Advisers compliance with Paragraphs 7 and 8 of this Agreement. (b) The Sub-Adviser shall also provide the Trusts CCO with: (i) reasonable access to the testing, analyses, reports and other documentation, or summaries thereof, that the Sub-Advisers chief compliance officer relies upon to monitor the effectiveness of the implementation of the Sub- Advisers Compliance Program; and (ii) reasonable access, during normal business hours, to the Sub- Advisers facilities for the purpose of conducting pre-arranged on-site compliance related due diligence meetings with personnel of the Sub-Adviser. 9. 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. 10. 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. 11. 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 One Freedom Valley Drive Oaks, PA 19456 Attention: Legal Department To the Trusts CCO at: SEI Investments Management Corporation One Freedom Valley Drive Oaks, PA 19456 Attention: Russ Emery To the Sub-Adviser at: Blackcrane Capital, LLC 11811 NE 1st Street, Suite 303 Bellevue, WA 98005 Attention: Daniel Kim 12. Noncompete Provisions. (a) The Sub-Adviser hereby agrees that, the Sub-Adviser will: (i) waive enforcement of any noncompete agreement or other agreement or arrangement to which it is currently a party that restricts, limits, or otherwise interferes with the ability of the Adviser to employ or engage any person or entity to provide investment advisory or other services and will transmit to any person or entity notice of such waiver as may be required to give effect to this provision; and (ii) not become a party to any noncompete agreement or other agreement or arrangement that restricts, limits or otherwise interferes with the ability of the Adviser to employ or engage any person or entity to provide investment advisory or other services. (b) Notwithstanding any termination of this Agreement, the Sub-Advisers obligations under this Paragraph 12 shall survive. 13. Amendment of Agreement. This Agreement may be amended only by written agreement of the Adviser and the Sub-Adviser and only in accordance with the provisions of the 1940 Act and the rules and regulations promulgated thereunder. 14. Entire Agreement. This Agreement embodies the entire agreement and understanding between the parties hereto, and supersedes all prior agreements and understandings relating to this Agreements 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. In the event the terms of this Agreement are applicable to more than one portfolio of the Trust (for purposes of this Paragraph 14, 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 6 of this Agreement with respect to such Fund shall be the execution date of the relevant Schedule. 15. 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 a Fund or the Trust. (b) Where the effect of a requirement of the 1940 Act or Advisers 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 Blackcrane Capital, LLC By: ____________________________________ By: ____________________________________ Name: ____________________________________ Name: ____________________________________ Title: ____________________________________ Title: ____________________________________ Schedule A to the Sub-Advisory Agreement between SEI Investments Management Corporation and Blackcrane Capital, LLC As of ______________________, 2014 SEI INSTITUTIONAL INTERNATIONAL TRUST International Equity Fund Schedule B to the Sub-Advisory Agreement between SEI Investments Management Corporation and Blackcrane Capital, LLC As of _____________________, 2014 Pursuant to Paragraph 4, the Adviser shall pay the Sub-Adviser compensation at an annual rate as follows: SEI Institutional International Trust International Equity Fund The fee schedule below will be applied to the sum of the average daily value of the Assets of the SEI Institutional International Trust International Equity Fund and the average daily value of the Assets of any other international/global/equity SEI mutual Fund or account (each an International/Global Equity Fund), collectively the International/Global Equity Funds) to which the Sub-Adviser may now or in the future provide investment advisory/sub-advisory services. Each International/Goal Equity Fund will be responsible for its pro rata portion of the total fee determined pursuant to this paragraph based on the relative values of the average daily Assets of the International/Global Equity Funds managed by Sub-Adviser (as set forth below) [Redacted] on the first $200 million of Assets [Redacted] on Assets over $200 million As of the effective date of this Agreement the International/Global Equity Funds are as follows: * SEI Institutional International Trust International Equity Fund * (SEI Canada) EAFE Equity Fund Agreed and Accepted: SEI Investments Management Corporation Blackcrane Capital, LLC By: ____________________________________ By: ____________________________________ Name: ____________________________________ Name: ____________________________________ Title: ____________________________________ Title: ____________________________________ 9 3 EX-99.77Q1 OTHR EXHB 5 subadvisor2.txt INVESTMENT SUB-ADVISORY AGREEMENT SEI INSTITUTIONAL INTERNATIONAL TRUST AGREEMENT made as of this _____ day of June, 2014 between SEI Investments Management Corporation (the Adviser) and Henderson Global Investors (North America) Inc. (the Sub-Adviser). WHEREAS, SEI Institutional 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, as amended, (the Advisory Agreement) with the Trust, pursuant to which the Adviser acts as investment adviser to each series of the Trust set forth on Schedule A attached hereto (each a Fund, and collectively, the Funds), 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 a 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 Trusts Board of Trustees, the Sub-Adviser shall manage all of the securities and other assets of each Fund entrusted to it hereunder (the Assets), including the purchase, retention and disposition of the Assets, in accordance with the Funds investment objectives, policies and restrictions as stated in each Funds 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 a 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 Trusts Declaration of Trust (as defined herein), Prospectus, Compliance Policies and Procedures 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, as amended (the Code), 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, retained or sold by a Fund 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 Compliance Policies and Procedures as the Board of Trustees or the Adviser may direct in writing from time to time, in conformity with all 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 each 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 provided (as those terms are defined in Section 28(e) of the Securities Exchange Act of 1934, as amended (the Exchange Act)). 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 a 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 its discretionary clients, including a Fund. 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 Trusts principal underwriter) 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 a Funds Assets be purchased from or sold to the Adviser, Sub-Adviser, the Trusts principal underwriter, or any affiliated person of any of 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 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-Advisers services under this Agreement needed by the Adviser to keep the other books and records of a Fund required by Rule 31a-1 under the 1940 Act. The Sub-Adviser agrees that all records that it maintains on behalf of a Fund are property of the Fund and the Sub-Adviser will surrender promptly to a Fund any of such records upon the Funds 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 a Funds custodian on each business day with information relating to all transactions concerning a Funds Assets and shall provide the Adviser with such information upon request of the Adviser. (f) To the extent called for by the Trusts Compliance Policies and Procedures, or as reasonably requested by a Fund, the Sub- Adviser shall provide the Fund with information and advice regarding Assets to assist the Fund in determining the appropriate valuation of such Assets. (g) 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. (h) The Sub-Adviser shall promptly notify the Adviser of any financial condition that is reasonably likely to impair the Sub-Advisers ability to fulfill its commitment under this Agreement. (i) (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 a Fund. If the Sub-Adviser receives a misdirected proxy, it shall promptly forward such misdirected proxy 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 a Fund. As of the time 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 a Fund to promptly forward misdirected proxies to the Sub-Adviser. (iii) The Sub-Adviser shall not be required to render any legal advice or initiate litigation with respect to the Assets, including but not limited to class action and bankruptcy claims. Notwithstanding the foregoing, at the request of Adviser, Sub- Adviser will use its commercially reasonable efforts to assist the Adviser with respect to such litigation through the provision of relevant information and/or documentation. (j) In performance of its duties and obligations under this Agreement, the Sub-Adviser shall not consult with any other sub-adviser to a Fund or a sub- adviser to a portfolio that is under common control with a Fund concerning the Assets, except as permitted by the policies and procedures of a Fund. The Sub-Adviser shall not provide investment advice to any assets of a Fund other than the Assets. (k) On occasions when the Sub-Adviser deems the purchase or sale of a security to be in the best interest of a Fund as well as other clients of the Sub-Adviser, the Sub-Adviser may, to the extent permitted by applicable law and regulations, aggregate the order for securities to be sold or purchased. In such event, the Sub-Adviser will allocate securities so purchased or sold, as well as the expenses incurred in the transaction, in a manner the Sub-Adviser reasonably considers to be equitable and consistent with its fiduciary obligations to a Fund and to such other clients under the circumstances. (l) The Sub-Adviser shall provide to the Adviser or the Board of Trustees such periodic and special reports and such other information with regard to its affairs as the Adviser or Board of Trustees may reasonably 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 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. (m) With respect to the Assets of a Fund, the Sub-Adviser shall file any required reports with the SEC pursuant to Section 13(f) and Section 13(g) of the Securities Exchange Act of 1934, as amended and the rules and regulations thereunder. To the extent permitted by law the services to be furnished by the Sub-Adviser under this Agreement may be furnished through the medium of any of the Sub-Advisers partners, officers, employees, control affiliates or a third party; provided, however, that the use of such mediums does not relieve the Sub-Adviser from any obligation or duty under this Agreement. 2. Duties of the Adviser. The Adviser shall continue to have responsibility for all services to be provided to each Fund pursuant to the Advisory Agreement and shall oversee and review the Sub-Advisers 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 Trusts Declaration of Trust (as defined herein), Prospectus, Compliance Policies and Procedures, the instructions and directions of the Board of Trustees of the Trust, the requirements of the 1940 Act, the Code, 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 of each of the following documents: (a) The Trusts 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); and (c) Prospectus of each Fund. 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, excluding cash with respect to a Fund that is an equity fund, under the Sub-Advisers management and will be paid to the Sub-Adviser monthly. For the avoidance of doubt, notwithstanding the fact that the Agreement has not been terminated, no fee will be accrued under this Agreement with respect to any day that the value of the Assets under the Sub-Advisers management equals zero. 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 claims, losses, liabilities or damages (including reasonable attorneys fees and other related expenses) to the extent caused by or otherwise directly related to the negligence, bad faith, willful misconduct or reckless disregard of the Sub- Advisers obligations under this Agreement; provided, however, that the Sub-Advisers obligation under this Paragraph 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 Advisers 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 attorneys fees and other related expenses) to the extent caused by or otherwise directly related to the negligence, bad faith, willful misconduct or reckless disregard of the Advisers obligations under this Agreement; provided, however, that the Advisers obligation under this Paragraph 5 shall be reduced to the extent that 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- Advisers 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 approval by the Trusts 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 a 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 advisers 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 a 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 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. Compliance Program of the Sub-Adviser. The Sub-Adviser hereby represents and warrants that: (a) in accordance with Rule 206(4)-7 under the Investment Advisers Act of 1940, as amended (the Advisers Act), the Sub- Adviser has adopted and implemented and will maintain written policies and procedures reasonably designed to prevent violation by the Sub-Adviser and its supervised persons (as such term is defined in the Advisers Act) of the Advisers Act and the rules the SEC has adopted under the Advisers Act; and (b) to the extent that the Sub-Advisers activities or services could affect a Fund, the Sub-Adviser has adopted and implemented and will maintain written policies and procedures that are reasonably designed to prevent violation of the federal securities laws (as such term is defined in Rule 38a-1 under the 1940 Act) by the Funds and the Sub- Adviser (the policies and procedures referred to in this Paragraph 7(b), along with the policies and procedures referred to in Paragraph 7(a), are referred to herein as the Sub-Advisers Compliance Program). 8. Reporting of Compliance Matters. (a) The Sub-Adviser shall promptly provide to the Trusts Chief Compliance Officer (CCO) the following documents: (i) copies of all SEC examination correspondences, including correspondences regarding books and records examinations and sweep examinations, issued during the term of this Agreement, in which the SEC identified any concerns, issues or matters (such correspondences are commonly referred to as deficiency letters) relating to any aspect of the Sub- Advisers investment advisory business and the Sub-Advisers responses thereto; provided that the Sub-Adviser reserves the right to redact any documents provided pursuant to this section which concern any findings or correspondence regarding another client of the Sub-Adviser or which do not concern the Sub-Advisers activities as a sub-adviser to non-affiliated third party clients; (ii) a report of any material violations of the Sub-Advisers Compliance Program or any material compliance matters (as such term is defined in Rule 38a-1 under the 1940 Act) that have occurred with respect to the Sub-Advisers Compliance Program with regard to the services provided by the Sub- Adviser under this Agreement; (iii) a report of any material changes to the policies and procedures that compose the Sub-Advisers Compliance Program to the extent that such changes affect the services provided by the Sub- Adviser under this Agreement; (iv) a copy of the Sub-Advisers chief compliance officers report (or similar document(s) which serve the same purpose) regarding his or her annual review of the Sub- Advisers Compliance Program, as required by Rule 206(4)-7 under the Advisers Act; and (v) an annual (or more frequently as the Trusts CCO may reasonably request) representation regarding the Sub-Advisers compliance with Paragraphs 7 and 8 of this Agreement. (b) To the extent reasonably required to enable a Fund to comply with Rule 38a-1 under the 1940 Act, the Sub- Adviser shall also provide the Trusts CCO with reasonable access, during normal business hours, to the Sub-Advisers facilities for the purpose of conducting pre- arranged on-site compliance related due diligence meetings with personnel of the Sub-Adviser (which meetings may be held telephonically). 9. 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. 10. 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. 11. 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 One Freedom Valley Drive Oaks, PA 19456 Attention: Legal Department To the Trusts CCO at: SEI Investments Management Corporation One Freedom Valley Drive Oaks, PA 19456 Attention: Russ Emery To the Sub-Adviser at: Henderson Global Investors (North America) Inc. 737 N. Michigan Avenue, Suite 1700 Chicago, IL 60611 Attention: Legal Department With a copy to: Henderson Global Investors 201 Bishopsgate, London EC2M 3AEAttention: Institutional Client Account Management 12. Amendment of Agreement. This Agreement may be amended only by written agreement of the Adviser and the Sub-Adviser and only in accordance with the provisions of the 1940 Act and the rules and regulations promulgated thereunder. 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 Agreements 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. In the event the terms of this Agreement are applicable to more than one portfolio of the Trust (for purposes of this Paragraph 14, 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 6 of this Agreement with respect to such Fund shall be the execution date of the relevant Schedule. 14. 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 a Fund or the Trust. (b) Where the effect of a requirement of the 1940 Act or Advisers 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 Henderson Global Investors (North America) Inc. By: ____________________________________ By: ____________________________________ Name: ____________________________________ Name: ____________________________________ Title: ____________________________________ Title: ____________________________________ Schedule A to the Sub-Advisory Agreement between SEI Investments Management Corporation and Henderson Global Investors (North America) Inc. As of June ___, 2014 SEI INSTITUTIONAL INTERNATIONAL TRUST International Equity Fund Schedule B to the Sub-Advisory Agreement between SEI Investments Management Corporation and Henderson Global Investors (North America) Inc. As of June ___, 2014 Pursuant to Paragraph 4, the Adviser shall pay the Sub-Adviser compensation at an annual rate as follows: SEI Institutional International Trust International Equity Fund The fee schedule below will be applied to the sum of the average daily value of the Assets of the International Equity Fund or any other Global Developed Markets Equity Fund/SEI mutual fund or account (each a GDME Fund /Account, collectively the GDME Funds/Accounts) to which the Sub-Adviser may now or in the future provide portfolio management/sub-advisory services and: the average daily value of the Assets of any other international equity SEI mutual fund or account (each an International Equity Fund/Account, collectively the International Equity Funds/Accounts) to which the Sub-Adviser may now or in the future provide investment advisory/sub- advisory services. Each GDME Fund/Account and International Equity Fund/Account will be responsible for its pro rata portion of the total fee determined pursuant to this paragraph based on the relative values of the average daily Assets of the GDME Funds/Accounts and International Equity Funds/Accounts managed by Sub- Adviser (as set forth below): [Redacted] per annum of the average daily value of the Assets on the first $250 million; [Redacted] per annum of the average daily value of the Assets over $250 million; [Redacted] per annum of the average daily value of the Assets over $500 million. As of the effective date of this Amendment Agreement the GDME Funds/Accounts and the International Equity Funds/Accounts are as follows: SEI Institutional International Trust International Equity Fund; (Canada) EAFE Equity Fund; and SEI Global Master Fund plc the SEI Global Developed Markets Equity Fund. Agreed and Accepted: SEI Investments Management Corporation Henderson Global Investors (North America) Inc. By: ____________________________________ By: ____________________________________ Name: ____________________________________ Name: ____________________________________ Title: ____________________________________ Title: ____________________________________ 9 16 EX-99.77Q1 OTHR EXHB 6 subadvisor3.txt INVESTMENT SUB-ADVISORY AGREEMENT SEI INSTITUTIONAL INTERNATIONAL TRUST AGREEMENT made as of this _____ day of 2014 between SEI Investments Management Corporation (the Adviser) and Tradewinds Global Investors, LLC (the Sub-Adviser). WHEREAS, SEI Institutional 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, as amended, (the Advisory Agreement) with the Trust, pursuant to which the Adviser acts as investment adviser to each series of the Trust set forth on Schedule A attached hereto (each a Fund, and collectively, the Funds), 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 a 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 Trusts Board of Trustees, the Sub-Adviser shall manage all of the securities and other assets of each Fund entrusted to it hereunder (the Assets), including the purchase, retention and disposition of the Assets, in accordance with the Funds investment objectives, policies and restrictions as stated in each Funds 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 a 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 Trusts Declaration of Trust (as defined herein), Prospectus, Compliance Policies and Procedures 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. (c) The Sub-Adviser shall determine the Assets to be purchased or sold by a Fund 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 a Funds 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 Fund transactions and selecting brokers or dealers, the Sub- Adviser will use its best efforts to seek on behalf of each 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 provided (as those terms are defined in Section 28(e) of the Securities Exchange Act of 1934 (the Exchange Act)). 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 a 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 its discretionary clients, including a Fund. 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 Trusts principal underwriter) 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 a Funds Assets be purchased from or sold to the Adviser, Sub-Adviser, the Trusts 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 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-Advisers services under this Agreement needed by the Adviser to keep the other books and records of a Fund required by Rule 31a-1 under the 1940 Act. The Sub-Adviser agrees that all records that it maintains on behalf of a Fund are property of the Fund and the Sub-Adviser will surrender promptly to a Fund any of such records upon the Funds 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 a Funds custodian on each business day with information relating to all transactions concerning a Funds Assets and shall provide the Adviser with such information upon request of the Adviser. (f) To the extent called for by the Trusts Compliance Policies and Procedures, or as reasonably requested by a Fund, the Sub- Adviser shall provide the Fund with information and advice regarding Assets to assist the Fund in determining the appropriate valuation of such Assets. (g) 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. (h) The Sub-Adviser shall promptly notify the Adviser of any financial condition that is reasonably likely to impair the Sub-Advisers ability to fulfill its commitment under this Agreement. (i) (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 a Fund. If the Sub-Adviser receives a misdirected proxy, it shall promptly forward such misdirected proxy 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 a Fund. As of the time 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 a Fund to promptly forward misdirected proxies to the Sub-Adviser. (j) In performance of its duties and obligations under this Agreement, the Sub-Adviser shall not consult with any other sub-adviser to a Fund or a sub- adviser to a portfolio that is under common control with a Fund concerning the Assets, except as permitted by the policies and procedures of a Fund. The Sub-Adviser shall not provide investment advice to any assets of a Fund other than the Assets. (k) On occasions when the Sub-Adviser deems the purchase or sale of a security to be in the best interest of a Fund as well as other clients of the Sub-Adviser, the Sub-Adviser may, to the extent permitted by applicable law and regulations, aggregate the order for securities to be sold or purchased. In such event, the Sub-Adviser will allocate securities so purchased or sold, as well as the expenses incurred in the transaction, in a manner the Sub-Adviser reasonably considers to be equitable and consistent with its fiduciary obligations to a Fund and to such other clients under the circumstances. (l) 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. 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. To the extent permitted by law, the services to be furnished by the Sub-Adviser under this Agreement may be furnished through the medium of any of the Sub-Advisers partners, officers, employees or control affiliates; provided, however, that the use of such mediums does not relieve the Sub-Adviser from any obligation or duty under this Agreement. 2. Duties of the Adviser. The Adviser shall continue to have responsibility for all services to be provided to each Fund pursuant to the Advisory Agreement and shall oversee and review the Sub-Advisers 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 Trusts Declaration of Trust (as defined herein), Prospectus, Compliance Policies and Procedures, the instructions and directions of the Board of Trustees of the Trust, the requirements of the 1940 Act, the Code, 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 of each of the following documents: (a) The Trusts 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); and (c) Prospectus of each Fund. 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, excluding cash with respect to a Fund that is an equity fund, under the Sub-Advisers management and will be paid to the Sub-Adviser monthly. For the avoidance of doubt, notwithstanding the fact that the Agreement has not been terminated, no fee will be accrued under this Agreement with respect to any day that the value of the Assets under the Sub-Advisers management equals zero. 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 claims, losses, liabilities or damages (including reasonable attorneys 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 Paragraph 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 Advisers 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 attorneys fees and other related expenses) howsoever arising from or in connection with the performance of the Advisers obligations under this Agreement; provided, however, that the Advisers obligation under this Paragraph 5 shall be reduced to the extent that 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-Advisers 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 approval by the Trusts 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 a 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 advisers 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 a 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 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. Compliance Program of the Sub-Adviser. The Sub-Adviser hereby represents and warrants that: (a) in accordance with Rule 206(4)-7 under the Investment Advisers Act of 1940, as amended (the Advisers Act), the Sub- Adviser has adopted and implemented and will maintain written policies and procedures reasonably designed to prevent violation by the Sub-Adviser and its supervised persons (as such term is defined in the Advisers Act) of the Advisers Act and the rules the SEC has adopted under the Advisers Act; and (b) to the extent that the Sub-Advisers activities or services could affect a Fund, the Sub-Adviser has adopted and implemented and will maintain written policies and procedures that are reasonably designed to prevent violation of the federal securities laws (as such term is defined in Rule 38a-1 under the 1940 Act) by the Funds and the Sub- Adviser (the policies and procedures referred to in this Paragraph 7(b), along with the policies and procedures referred to in Paragraph 7(a), are referred to herein as the Sub-Advisers Compliance Program). 8. Reporting of Compliance Matters. (a) The Sub-Adviser shall promptly provide to the Trusts Chief Compliance Officer (CCO) the following documents: (i) summaries of all SEC examination correspondences, including correspondences regarding books and records examinations and sweep examinations, issued during the term of this Agreement, in which the SEC identified any concerns, issues or matters (such correspondences are commonly referred to as deficiency letters) relating to any aspect of the Sub- Advisers investment advisory business and the Sub-Advisers responses thereto; provided that the Trusts CCO and/or members of SEI Funds Compliance Department may inspect (without taking copies) copies of all such documents at the Sub-Advisers principal office during normal business hours and upon reasonable notice; (ii) a report of any material violations of the Sub-Advisers Compliance Program or any material compliance matters (as such term is defined in Rule 38a-1 under the 1940 Act) that have occurred with respect to the Sub-Advisers Compliance Program; (iii) a report of any material changes to the policies and procedures that compose the Sub-Advisers Compliance Program; (iv) a copy of the summary of the Sub- Advisers chief compliance officers report (or similar document(s) which serve the same purpose) regarding his or her annual review of the Sub-Advisers Compliance Program, as required by Rule 206(4)-7 under the Advisers Act; and (v) an annual (or more frequently as the Trusts CCO may reasonably request) representation regarding the Sub-Advisers compliance with Paragraphs 7 and 8 of this Agreement. (b) The Sub-Adviser shall also provide the Trusts CCO with: (i) reasonable access to the testing, analyses, reports and other documentation, or summaries thereof, that the Sub-Advisers chief compliance officer relies upon to monitor the effectiveness of the implementation of the Sub- Advisers Compliance Program with respect to the Fund; and (ii) reasonable access, during normal business hours, to the Sub- Advisers facilities for the purpose of conducting pre-arranged on-site compliance related due diligence meetings with personnel of the Sub-Adviser. 9. 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. 10. 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. 11. 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 One Freedom Valley Drive Oaks, PA 19456 Attention: Legal Department To the Trusts CCO at: SEI Investments Management Corporation One Freedom Valley Drive Oaks, PA 19456 Attention: Russ Emery To the Sub-Adviser at: Tradewinds Global Investors, LLC 2049 Century Park East, 20th Floor Los Angeles, CA 90067 Attention: Michael A. Mullane 12. Amendment of Agreement. This Agreement may be amended only by written agreement of the Adviser and the Sub-Adviser and only in accordance with the provisions of the 1940 Act and the rules and regulations promulgated thereunder. 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 Agreements 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. In the event the terms of this Agreement are applicable to more than one portfolio of the Trust (for purposes of this Paragraph 14, 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 6 of this Agreement with respect to such Fund shall be the execution date of the relevant Schedule. 14. 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 a Fund or the Trust. (b) Where the effect of a requirement of the 1940 Act or Advisers 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 Tradewinds Global Investors, LLC By: ____________________________________ By: ____________________________________ Name: ____________________________________ Name: ____________________________________ Title: ____________________________________ Title: ____________________________________ Schedule A to the Sub-Advisory Agreement between SEI Investments Management Corporation and Tradewinds Global Investors, LLC As of , 2014 SEI INSTITUTIONAL INTERNATIONAL TRUST International Equity Fund Schedule B to the Sub-Advisory Agreement between SEI Investments Management Corporation and Tradewinds Global Investors, LLC As of September 28, 2010, as amended December , 2012 and _____, 2014 Pursuant to Paragraph 4, the Adviser shall pay the Sub-Adviser compensation at an annual rate as follows: SEI Institutional International Fund International Equity Fund The fee schedule below will be applied to the sum of the average daily value of the Assets of the SEI Institutional International Trust International Equity Fund and: (1) the average daily value of the Assets of any other international equity SEI mutual fund or account (each an International Equity Fund/Account, collectively the International Equity Funds/Accounts) to which the Sub- Adviser may now or in the future provide investment advisory/sub-advisory services; and (2) the average daily value of the Assets of any other Global Developed Markets Equity Fund/ SEI mutual fund or account (each an GDME Fund/Account, collectively the GDME Funds/Accounts) to which the Sub-Adviser may now or in the future provide investment advisory/sub-advisory services. Each International Equity Fund/Account and GDME Fund/Account will be responsible for its pro rata portion of the total fee determined pursuant to this paragraph based on the relative values of the average daily Assets of the International Equity Funds/Account and GDME Funds/Accounts managed by Sub-Adviser (as set forth below). [Redacted] per annum of the average daily value of the Assets on the first $250 million [Redacted] per annum of the average daily value of the Assets over $250 million As of the effective date of this Schedule B the International Equity and GDME Funds are as follows: SEI Institutional International Trust International Equity Fund; (Canada) EAFE Equity Fund; and SEI Global Master Fund plc the SEI Global Developed Markets Equity Fund (UCITS). Agreed and Accepted: SEI Investments Management Corporation Tradewinds Global Investors, LLC By: ____________________________________ By: ____________________________________ Name: ____________________________________ Name: ____________________________________ Title: ____________________________________ Title: ____________________________________ 9 1 1-PH/2929091.1 EX-99.77B ACCT LTTR 7 icl.txt Report of Independent Registered Public Accounting Firm The Board of Trustees and Shareholders SEI Institutional International Trust: In planning and performing our audits of the financial statements of SEI Institutional International Trust, comprised of the International Equity Fund, Emerging Markets Equity Fund, International Fixed Income Fund and Emerging Markets Debt Fund (collectively, the Funds), as of and for the year ended September 30, 2014, in accordance with the standards of the Public Company Accounting Oversight Board (United States), we considered the Funds internal control over financial reporting, including controls over safeguarding securities, as a basis for designing our auditing procedures for the purpose of expressing our opinion on the financial statements and to comply with the requirements of Form N-SAR, but not for the purpose of expressing an opinion on the effectiveness of the Funds internal control over financial reporting. Accordingly, we express no such opinion. Management of the Funds is responsible for establishing and maintaining effective internal control over financial reporting. In fulfilling this responsibility, estimates and judgments by management are required to assess the expected benefits and related costs of controls. A companys internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A companys internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the companys assets that could have a material effect on the financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. A deficiency in internal control over financial reporting exists when the design or operation of a control does not allow management or employees, in the normal course of performing their assigned functions, to prevent or detect misstatements on a timely basis. A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the Funds annual or interim financial statements will not be prevented or detected on a timely basis. Our consideration of the Funds internal control over financial reporting was for the limited purpose described in the first paragraph and would not necessarily disclose all deficiencies in internal control that might be material weaknesses under standards established by the Public Company Accounting Oversight Board (United States). However, we noted no deficiencies in the Funds internal control over financial reporting and its operation, including controls over safeguarding securities, that we consider to be a material weakness as defined above as of September 30, 2014. This report is intended solely for the information and use of management and the Board of Trustees of SEI Institutional International Trust and the Securities and Exchange Commission and is not intended to be and should not be used by anyone other than these specified parties. /s/ KPMG LLP Philadelphia, Pennsylvania November 26, 2014