INVESTMENT SUB-ADVISORY AGREEMENT
SEI INSURANCE PRODUCTS TRUST
AGREEMENT made this 25th day of February, 2000, between SEI Investments
Management Corporation, (the "Adviser") and Alliance Capital Management L.P.
(the "Sub-Adviser").
WHEREAS, SEI Insurance Products 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 March 29, 1999 (the "Advisory Agreement") with the Trust, pursuant to
which the Adviser will act as investment adviser to the SEI VP Large Cap Growth
Fund (the "Portfolio"), which is a series of the Trust; and
WHEREAS, the Adviser, with the approval of the Trust, desires to retain
the Sub-Adviser to provide investment advisory services to the Adviser in
connection with the management of the Portfolio, and the Sub-Adviser is willing
to render such investment advisory services.
NOW, THEREFORE, the parties hereto agree as follows:
1. DUTIES OF THE SUB-ADVISER. Subject to supervision by the Adviser and
the Trust's Board of Trustees, the Sub-Adviser shall manage all of the
securities and other assets of the Portfolio entrusted to it hereunder,
including the purchase, retention and disposition of the Assets, in
accordance with the Portfolio's investment objectives, policies and
restrictions as stated in the Portfolio's prospectus and statement of
additional information, as currently in effect and as amended or
supplemented from time to time (referred to collectively as the
"Prospectus"), and subject to the following:
(a) The Sub-Adviser shall provide supervision of the Portfolio's
investments and, in consultation with and subject to the direction of
the Adviser, determine from time to time what investments and
securities will be purchased, retained or sold by the Portfolio, and
what portion of the assets will be invested or held uninvested in cash.
(b) In the performance of its duties and obligations under this Agreement,
the Sub-Adviser shall act in conformity with the Trust's Declaration
of Trust (as defined herein) and the Prospectus and with the
instructions and directions of the Adviser and of the Board of
Trustees of the Trust and will conform to and comply with the
requirements of the 1940 Act, the Internal Revenue Code of 1986, and
all other applicable federal and state laws and regulations, as each
is amended from time to time. The Adviser agrees promptly to deliver
any amendment or supplement to the Prospectus to the Sub-Adviser on an
on-going basis, and until the Adviser delivers any such amendment or
supplement to its Sub-Adviser, the Sub-Adviser shall be fully
protected in relying on the Prospectus as previously furnished.
(c) The Sub-Adviser shall determine the securities to be purchased or sold
by the Portfolio and will place orders with or through such persons,
brokers or dealers to carry out the policy with
respect to brokerage set forth in the Portfolio's Registration
Statement and Prospectus or as the Board of Trustees or the Adviser may
direct from time to time, in conformity with federal securities laws.
In executing Portfolio transactions and selecting brokers or dealers,
the Sub-Adviser will use its best efforts to seek on behalf of the
Portfolio the best overall terms available. In assessing the best
overall terms available for any transaction, the Sub-Adviser shall
consider all factors that it deems relevant, including the breadth of
the market in the security, the price of the security, the financial
condition and execution capability of the broker or dealer, and the
reasonableness of the commission, if any, both for the specific
transaction and on a continuing basis. In evaluating the best overall
terms available, and in selecting the broker-dealer to execute a
particular transaction, the Sub-Adviser may also consider the brokerage
and research services (as those terms are defined in Section 28(e) of
the Securities Exchange Act of 1934) provided to the Portfolio and/or
other accounts over which the Sub-Adviser or an affiliate of the
Sub-Adviser may exercise investment discretion. The Sub-Adviser is
authorized, subject to the prior approval of the Trust's Board of
Trustees, to pay to a broker or dealer who provides such brokerage and
research services a commission for executing a portfolio transaction
for the Portfolio which is in excess of the amount of commission
another broker or dealer would have charged for effecting that
transaction if, but only if, the Sub-Adviser determines in good faith
that such commission was reasonable in relation to the value of the
brokerage and research services provided by such broker or dealer --
viewed in terms of that particular transaction or terms of the overall
responsibilities of the Sub-Adviser to the Portfolio. In addition, the
Sub-Adviser if authorized to allocate purchase and sale orders for
portfolio securities to brokers or dealers (including brokers and
dealers that are affiliated with the Sub-Adviser or the Trust's
principal underwriter) to take into account the sale of shares of the
Trust if the Sub-Adviser believes that the quality of the transaction
and the commission are comparable to what they would be with other
qualified firms. In no instance, however, will any Portfolio's
securities be purchased from or sold to the Sub-Adviser, the Trust's
principal underwriter, or any affiliated person of either the Trust,
the Sub-Adviser or the principal underwriter, acting as principal in
the transaction, except to the extent permitted by the Securities and
Exchange Commission ("SEC") and the 1940 Act.
(d) The Sub-Adviser shall maintain all books and records with respect to
transactions involving the Assets required by subparagraphs (b)(5),
(6), (7), (9), (10) and (11) and paragraph (f) of Rule 31a-1 under the
1940 Act and shall render to the Adviser or the Board of Trustees such
periodic and special reports as the Adviser or Board of Trustees may
reasonably request.
The Sub-Adviser shall keep the books and records required to be
maintained by the Sub-Adviser by this Agreement and shall timely
furnish to the Adviser all information relating to the Sub-Adviser's
services under this Agreement needed by the Adviser to keep the other
books and records of the Portfolio required by Rule 31a-1 under the
1940 Act. The Sub-Adviser shall also furnish to the Adviser any other
information that is required to be filed by the Adviser or the Trust
with the SEC or sent to shareholders under the 1940 Act (including the
rules adopted thereunder) or any exemptive or other relief that the
Adviser or the Trust obtains from the SEC. The Sub-Adviser agrees that
all records that it maintains on behalf of the Portfolio are property
of the Portfolio and the Sub-Adviser will surrender promptly
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to the Portfolio any of such records upon the Portfolio's request;
provided, however, that the Sub-Adviser may retain a copy of such
records. In addition, for the duration of this Agreement, the
Sub-Adviser shall preserve for the periods prescribed by Rule 31a-2
under the 1940 Act any such records as are required to be maintained by
it pursuant to this Agreement, and shall transfer said records to any
successor Sub-Adviser upon the termination of this Agreement (or, if
there is no successor Sub-Adviser, to the Adviser).
(e) The Sub-Adviser shall provide the Portfolio's custodian on each
business day with information relating to all transactions concerning
the Portfolio's assets and shall provide such information and such
periodic or special reports as the Adviser or Board of Trustees may
reasonably request.
(f) The Adviser understands that the Sub-Adviser now acts, will continue to
act and may act in the future as investment manager or adviser to
fiduciary and other managed accounts, and as investment manager or
adviser to other investment companies, including any offshore
entities, or accounts, and the Portfolio has no objection to the
Sub-Adviser's so acting, provided that whenever the Portfolio and one
or more other investment companies or accounts managed or advised by
the Sub-Adviser have available funds for investment, investments
suitable and appropriate for each will be allocated in accordance with
a formula believed to be equitable to each company and account. The
Adviser recognizes that in some cases this procedure may adversely
affect the size of the position obtainable for the Portfolio. In
addition, the Adviser understands that the persons employed by the
Sub-Adviser to assist in the performance of the Sub-Adviser's duties
under this Agreement will not devote their full time to such service
and nothing contained in this Agreement shall be deemed to limit or
restrict the right of the Sub-Adviser or any affiliate of the
Sub-Adviser to engage in and devote time and attention to other
businesses or to render services of whatever kind in nature.
(g) The Sub-Adviser shall promptly notify the Adviser of any financial
condition that is likely to impair the Sub-Adviser's ability to fulfill
its commitment under this Agreement.
Services to be furnished by the Sub-Adviser under this Agreement may be
furnished through the medium of any of the Sub-Adviser's partners,
officers or employees.
2. DUTIES OF THE ADVISER. The Adviser shall continue to have
responsibility for all services to be provided to the Portfolio
pursuant to the Advisory Agreement and shall oversee and review the
Sub-Adviser's performance of its duties under this Agreement; provided,
however, nothing herein shall be construed to relieve the Sub-Adviser
of responsibility for compliance with the Portfolio's investment
objectives, policies and restrictions, as provided in Section 1
hereunder.
3. DELIVERY OF DOCUMENTS. The Adviser has furnished the Sub-Adviser with
copies properly certified or authenticated of each of the following
documents:
(a) The Trust's Agreement and Declaration of Trust, as filed with the
Secretary of State of the Commonwealth of Massachusetts (such Agreement
and Declaration of Trust, as in effect on
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the date of this Agreement and as amended from time to time, herein
called the "Declaration of Trust");
(b) By-Laws of the Trust (such By-Laws, as in effect on the date of this
Agreement and as amended from time to time, are herein called the
"By-Laws");
(c) Prospectus(es) of the Portfolio.
(d) The Trust's most recent Registration Statement as filed with the SEC.
4. COMPENSATION TO THE SUB-ADVISER. For the services to be provided by the
Sub-Adviser pursuant to this Agreement, the Adviser will pay the
Sub-Adviser, and the Sub-Adviser agrees to accept as full compensation
therefor, a sub-advisory fee at the rate specified in Schedule A which
is attached hereto and made part of this Agreement. The fee will be
calculated based on the average monthly market value of investments
under management and will be paid to the Sub-Adviser monthly. The
Sub-Adviser may, in its discretion and from time to time, waive a
portion of its fee.
5. LIMITATION OF LIABILITY OF THE SUB-ADVISER. The Sub-Adviser shall not
be liable for any error of judgment or for any loss suffered by the
Adviser in connection with the performance of its obligations under
this Agreement, except a loss resulting from: (i) willful misfeasance,
bad faith or negligence on the Sub-Adviser's part in the performance of
its duties, or (ii) reckless disregard of its obligations and duties
under this Agreement, or (iii) a violation of law or any duty imposed
by federal or state law.
6. REPORTS. During the term of this Agreement, the Adviser agrees to
furnish the Sub-Adviser at its principal office all prospectuses,
proxy statements, reports to stockholders, sales literature or other
materials prepared for distribution to stockholders of the Portfolios,
the Trust or the public that refer to the Sub-Adviser or its clients
in any way prior to use thereof and not to use material if the
Sub-Adviser reasonably objects in writing within five business days
(or such other period as may be mutually agreed) after receipt
thereof. The Sub- Adviser's right to object to such materials is
limited to the portions of such materials that expressly relate to the
Sub-Adviser, its services and its clients. The Adviser agrees to use
its reasonable best efforts to ensure that materials prepared by its
employees or agents or its affiliates that refer to the Sub-Adviser or
its clients in any way are consistent with those materials previously
approved by the Sub-Adviser as referenced in the first sentence of
this paragraph. Sales literature may be furnished to the Sub-Adviser
by first class or overnight mail, facsimile transmission equipment or
hand delivery.
7. CHANGE IN THE SUB-ADVISER'S MEMBERSHIP. The Sub-Adviser agrees that it
shall notify the Adviser of any change in the membership of the general
partners of the Sub-Adviser within a reasonable time after such change.
8. INDEMNIFICATION. The Sub-Adviser shall indemnify and hold harmless the
Adviser from and against any and all claims, losses, liabilities or
damages (including reasonable attorney's fees
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and other related expenses) howsoever arising from or in connection
with this Agreement or the performance by the Sub-Adviser of its duties
hereunder; provided, however, that the Sub-Adviser shall not be
required to indemnify or otherwise hold the Adviser harmless under this
Section 8 where the claim against, or the loss, liability or damage
experienced by the Adviser, is caused by or is otherwise directly
related to the Adviser's own willful misfeasance, bad faith or
negligence, or to the reckless disregard of its duties under this
Agreement.
9. DURATION AND TERMINATION. This Agreement shall become effective upon
its approval by the Trust's Board of Trustees and by the vote of a
majority of the outstanding voting securities of the Portfolio;
provided, however, that at any time the Adviser shall have obtained
exemptive relief from the SEC permitting it to engage a Sub-Adviser
without first obtaining approval of the Agreement from a majority of
the outstanding voting securities of the Portfolio(s) involved, the
Agreement shall become effective upon its approval by the Trust's
Board of Trustees. Any Sub-Adviser so selected and approved shall be
without the protection accorded by shareholder approval of an
investment adviser's receipt of compensation under Section 36(b) of
the 1940 Act.
This Agreement shall continue in effect for a period of more than two
years from the date hereof only so long as continuance is specifically
approved at least annually in conformance with the 1940 Act; provided,
however, that this Agreement may be terminated with respect to the
Portfolio: (a) by the Portfolio at any time, without the payment of any
penalty, by the vote of a majority of Trustees of the Trust or by the
vote of a majority of the outstanding voting securities of the
Portfolio, (b) by the Adviser at any time, without the payment of any
penalty, on not more than 60 days' nor less than 30 days' written
notice to the other party, or (c) by the Sub-Adviser at any time,
without the payment of any penalty, on 90 days' written notice to the
other party. This Agreement shall terminate automatically and
immediately in the event of its assignment, or in the event of a
termination of the Adviser's agreement with the Trust. As used in this
Section 9, the terms "assignment" and "vote of a majority of the
outstanding voting securities" shall have the respective meanings set
forth in the 1940 Act and the rules and regulations thereunder, subject
to such exceptions as may be granted by the SEC under the 1940 Act.
10. GOVERNING LAW. This Agreement shall be governed by the internal laws of
the Commonwealth of Massachusetts, without regard to conflict of law
principles; provided, however, that nothing herein shall be construed
as being inconsistent with the 1940 Act.
11. SEVERABILITY. Should any part of this Agreement be held invalid by a
court decision, statute, rule or otherwise, the remainder of this
Agreement shall not be affected thereby. This Agreement shall be
binding upon and shall inure to the benefit of the parties hereto and
their respective successors.
12. NOTICE: Any notice, advice or report to be given pursuant to this
Agreement shall be deemed sufficient if delivered or mailed by
registered, certified or overnight mail, postage prepaid
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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
Xxx Xxxxxxx Xxxxxx Xxxxx
Xxxx, XX 00000
Attention: Legal Department
To the Sub-Adviser at: Alliance Capital Management L.P.
0000 Xxxxxx xx xxx Xxxxxxxx
Xxx Xxxx, XX 00000
Attention: Corporate Legal and
Attention: Xxxxxxxxxxx Xxxx SVP
13. NAMES. The Trust may use the names "Alliance Capital Management L.P.,"
"Alliance Capital Management," "Alliance Capital," or "Alliance" only
for so long as this Agreement or any extension, renewal or amendment
hereof remains in effect. At such times as this Agreement shall no
longer be in effect, the Trust shall cease to use such names or any
other name indicating that it is advised by or otherwise connected with
the Sub-Adviser.
14. ENTIRE AGREEMENT. This Agreement embodies the entire agreement and
understanding between the parties hereto, and supersedes all prior
agreements and understandings relating to this Agreement's subject
matter. This Agreement may be executed in any number of counterparts,
each of which shall be deemed to be an original, but such counterparts
shall, together, constitute only one instrument.
A copy of the Declaration of Trust is on file with the Secretary of
State of the Commonwealth of Massachusetts, and notice is hereby given that the
obligations of this instrument are not binding upon any of the Trustees,
officers or shareholders of the Portfolio or the Trust.
Where the effect of a requirement of the 1940 Act reflected in any
provision of this Agreement is altered by a rule, regulation or order of the
SEC, whether of special or general application, such provision shall be deemed
to incorporate the effect of such rule, regulation or order.
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their officers designated below as of the day and year first written
above.
SEI INVESTMENTS MANAGEMENT CORPORATION ALLIANCE CAPITAL MANAGEMENT L.P.
By: /s/ Xxxx Xxxxxxxxx By: Alliance Capital Management
-------------------------- Corporation, its General Partner
Name: Xxxx Xxxxxxxxx
------------------------ By: /s/ Xxxx X. Xxxxxx
Title: Vice President ---------------------------------
----------------------- Name: Xxxx X. Xxxxxx
-------------------------------
Title: Assistant Secretary
------------------------------
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SCHEDULE A
TO THE
SUB-ADVISORY AGREEMENT
BETWEEN
SEI INVESTMENTS MANAGEMENT CORPORATION
AND
ALLIANCE CAPITAL MANAGEMENT L.P.
Pursuant to Article 4, the Adviser shall pay the Sub-Adviser compensation at the
greater of an annual rate of .20% of the average monthly market value of assets
of the Large Cap Growth Fund under management (determined by averaging the
market value as of the first and last business days of the month) calculated and
paid monthly or an annual minimum fee of $125,000. The difference (if any)
between the annual asset based fee of .20% and $125,000 will be paid to the
Sub-Adviser on an annual basis.
The fee payable to the Sub-Adviser pursuant to this schedule begins to accrue
from the date of effectiveness. If this agreement begins or terminates before
the end of any month, the fee for the period from such effective date to the end
of such month or from the beginning of such month to the date of termination, as
the case may be, shall be prorated according to the proportion which such period
bears to the full month in which such effectiveness or termination occurs. Upon
termination, the amount of the annual minimum fee shall be determined on a
prorated basis according to the proportion of the year during which services
were rendered.
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