INVESTMENT SUB-ADVISORY AGREEMENT
SEI INSURANCE PRODUCTS TRUST
AGREEMENT made this 22nd day of February, 2000, between SEI Investments
Management Corporation, (the "Adviser") and Capital Guardian Trust Company (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 International
Equity Fund (the "Fund"), 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 Fund, and the Sub-Adviser is willing to
render such investment advisory services.
NOW, THEREFORE, the parties hereto agree as follows:
1. DUTIES OF THE SUB-ADVISER. Subject to supervision by the Adviser and
the Trust's Board of Trustees, the Sub-Adviser shall manage all of the
securities and other assets of the Fund entrusted to it hereunder (the
"Assets"), including the purchase, retention and disposition of the
Assets, in accordance with the Fund's investment objectives, policies
and restrictions as stated in the Fund's prospectus and statement of
additional information, as currently in effect and as amended or
supplemented from time to time (referred to collectively as the
"Prospectus"), and subject to the following:
(a) The Sub-Adviser shall, subject to the direction of the Adviser,
determine from time to time what Assets will be purchased, retained or
sold by the Fund, and what portion of the Assets will be invested or
held uninvested in cash.
(b) In the performance of its duties and obligations under this Agreement,
the Sub-Adviser shall act in conformity with the Trust's Declaration
of Trust (as defined herein) and the Prospectus and with the
instructions and directions of the Adviser and of the Board of
Trustees of the Trust and will conform to and comply with the specific
provisions 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 as are identified as the Sub-Adviser's
responsibility in the Fund's Compliance Manual to be mutually agreed
upon by the Adviser and the Sub-Adviser.
(c) The Sub-Adviser shall determine the Assets to be purchased or sold by
the 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 Fund's Registration
Statement (as defined herein) and Prospectus or as the Board of
Trustees or the Adviser may direct from time to time, in conformity
with federal securities laws. In executing Fund transactions and
selecting brokers or dealers, the Sub-Adviser will use its best efforts
to seek on behalf of the Fund the best overall terms available. In
assessing the best overall terms available for any transaction, the
Sub-Adviser shall consider all factors that it deems relevant,
including the breadth of the market in the security, the price of the
security, the financial condition and execution capability of the
broker or dealer, and the reasonableness of the commission, if any,
both for the specific transaction and on a continuing basis. In
evaluating the best overall terms available, and in selecting the
broker-dealer to execute a particular transaction, the Sub-Adviser may
also consider the brokerage and research services provided (as those
terms are defined in Section 28(e) of the Securities Exchange Act of
1934). Consistent with any guidelines established by the Board of
Trustees of the Trust, the Sub-Adviser is authorized to pay to a broker
or dealer who provides such brokerage and research services a
commission for executing a portfolio transaction for the 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 terms of the overall responsibilities of the
Sub-Adviser to the Fund. In addition, the Sub-Adviser is authorized to
allocate purchase and sale orders for securities to brokers or dealers
(including brokers and dealers that are affiliated with the Adviser,
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
the Fund's Assets be purchased from or sold to the Adviser,
Sub-Adviser, the Trust's principal underwriter, or any affiliated
person of either the Trust, Adviser, the Sub-Adviser or the principal
underwriter, acting as principal in the transaction, except to the
extent permitted by the Securities and Exchange Commission ("SEC") and
the 1940 Act. The Adviser will periodically provide the Sub-Adviser
with a current list of all such affiliated persons, which list will be
relied upon by the Sub-Adviser.
(d) The Sub-Adviser shall maintain all books and records with respect to
transactions involving the Assets required by subparagraphs (b)(5),
(6), (7), (9), (10) and (11) and paragraph (f) of Rule 31a-1 under the
1940 Act. The Sub-Adviser shall provide to the Adviser or the Board of
Trustees such periodic and special reports, balance sheets or
financial information, and such other information with regard to its
affairs as the Adviser or Board of Trustees may reasonably request.
The Sub-Adviser shall keep the books and records relating to the Assets
required to be maintained by the Sub-Adviser under this Agreement and
shall timely furnish to the Adviser all information relating to the
Sub-Adviser's services under this Agreement needed by the Adviser to
keep the other books and records of the Fund required by Rule 31a-1
under the 1940 Act. The Sub-Adviser shall also furnish to the Adviser
any other information relating to the Assets that is required to be
filed by the Adviser or the Trust with the SEC or sent to shareholders
under the 1940 Act (including the rules adopted thereunder) or any
exemptive or other relief that the Adviser or the Trust obtains from
the SEC. The Sub-Adviser agrees
2
that all records that it maintains on behalf of the Fund are property
of the Fund and the Sub-Adviser will surrender promptly to the Fund any
of such records upon the Fund's request; provided, however, that the
Sub-Adviser may retain a copy of such records. In addition, for the
duration of this Agreement, the Sub-Adviser shall preserve for the
periods prescribed by Rule 31a-2 under the 1940 Act any such records as
are required to be maintained by it pursuant to this Agreement, and
shall transfer said records to any successor sub-adviser upon the
termination of this Agreement (or, if there is no successor
sub-adviser, to the Adviser).
(e) The Sub-Adviser shall provide the Fund's custodian on each business
day with information relating to all transactions concerning the Fund's
Assets and shall provide the Adviser with such information upon request
of the Adviser.
(f) The investment management services provided by the Sub-Adviser under
this Agreement are not to be deemed exclusive and the Sub-Adviser shall
be free to render similar services to others, as long as such services
do not impair the services rendered to the Adviser or the Trust.
(g) The Sub-Adviser shall promptly notify the Adviser of any financial
condition that is likely to impair the Sub-Adviser's ability to fulfill
its commitment under this Agreement.
(h) Provided that the Custodian timely provides all proxy materials to the
Sub-Adviser, the Sub-Adviser shall review all proxy solicitation
materials and be responsible for voting and handling all proxies in
relation to the securities held in the Fund. The Adviser shall instruct
the custodian and other parties providing services to the Fund to
promptly forward misdirected proxies to the Sub-Adviser.
Services to be furnished by the Sub-Adviser under this Agreement may be
furnished through the medium of any of the Sub-Adviser's partners,
officers or employees.
2. DUTIES OF THE ADVISER. The Adviser shall continue to have
responsibility for all services to be provided to the Fund pursuant to
the Advisory Agreement and shall oversee and review the Sub-Adviser's
performance of its duties under this Agreement; provided, however, that
in connection with its management of the Assets, nothing herein shall
be construed to relieve the Sub-Adviser of responsibility for
compliance with the Trust's Prospectus, the instructions and directions
of the Board of Trustees of the Trust, and the specific provisions 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 as are identified as the Sub-Adviser's responsibility
in the Fund's Compliance Manual to be mutually agreed upon by the
Adviser and the Sub-Adviser.
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
3
the date of this Agreement and as amended from time to time, herein
called the "Declaration of Trust");
(b) By-Laws of the Trust (such By-Laws, as in effect on the date of this
Agreement and as amended from time to time, are herein called the
"By-Laws");
(c) Prospectus(es) of the Fund.
4. COMPENSATION TO THE SUB-ADVISER. For the services to be provided by
the Sub-Adviser pursuant to this Agreement, the Adviser will pay the
Sub-Adviser, and the Sub-Adviser agrees to accept as full compensation
therefor, a sub-advisory fee at the rate specified in the Schedule(s)
which is attached hereto and made part of this Agreement. The fee will
be calculated based on the average monthly market value of the Assets
under the Sub-Adviser's management and will be paid to the Sub-Adviser
monthly. Except as may otherwise be prohibited by law or regulation
(including any then current SEC staff interpretation), the Sub-Adviser
may, in its discretion and from time to time, waive a portion of its
fee.
5. INDEMNIFICATION. Notwithstanding anything to the contrary herein, in
the absence of willful misconduct, bad faith, negligence or reckless
disregard of obligations and duties under this Agreement, the
Sub-Adviser shall not be subject to liability to the Adviser for any
act or omission in the course of rendering services under this
Agreement.
The Sub-Adviser agrees to indemnify and hold harmless the Adviser, any
affiliated person within the meaning of Section 2(a)(3) of the 1940 Act
("affiliated person") of the Adviser (other than the Sub-Adviser) and
each person, if any, who, within the meaning of Section 15 of the
Securities Act of 1933 (the "1933 Act"), controls ("controlling
person") the Adviser (collectively, the "Indemnified Adviser Parties")
against any and all losses, claims, damages, liabilities or litigation
(including reasonable legal and other expenses) to which the Adviser,
or such affiliated person or controlling person may become subject
under the 1933 Act, 1940 Act, the Investment Advisers Act of 1940 (the
"Advisers Act"), or under any other statute, at common law or
otherwise, which (1) may be based upon the willful misconduct, bad
faith or negligence by the Sub-Adviser, any of its employees or
representatives or any affiliate of or any person acting on behalf of
the Sub-Adviser (it being understood that broker/dealers are not deemed
to be acting on behalf of the Sub-Adviser) or (2) may be based upon any
untrue statement or alleged untrue statement of a material fact
contained in a registration statement or prospectus covering the shares
of the Fund or any amendment thereof or any supplement thereto or the
omission or alleged omission to state therein a material fact required
to be stated therein or necessary to make the statements therein not
misleading, if such a statement or omission was made with reasonable
reliance upon written information furnished to the Adviser or the Fund,
or any affiliated person of the Adviser or the Fund, by the Sub-Adviser
or any affiliated person of the Sub-Adviser supplied for the express
purpose of inclusion in such registration statement or prospectus;
provided, however, that in no case is the Sub-Adviser's indemnity in
favor of the Adviser or any affiliated person or controlling person of
the Adviser deemed to protect such person against any liability to
which any such person would otherwise be subject by reason of willful
misconduct, bad faith or negligence
4
in the performance of its duties or by reason of its reckless disregard
of obligations and duties under this Agreement or under any law
applicable to the Adviser.
The Adviser agrees to indemnify and hold harmless the Sub-Adviser, its
affiliates, and their respective directors, officers, employees and
affiliated persons and controlling persons (collectively, the
"Indemnified Sub-Adviser Parties") against any and all losses, claims,
damages, liabilities or litigation (including reasonable legal and
other expenses) to which any of the Indemnified Sub-Adviser Parties may
become subject under the 1933 Act, 1940 Act, the Advisers Act, or under
any other statute, at common law or otherwise which does not require
the Sub-Adviser to provide an indemnity under the previous paragraph,
provided that none of the Indemnified Sub-Adviser Party has acted in a
manner that involves willful misconduct, bad faith or negligence in the
performance of its duties or by reason of its reckless disregard of
obligations and duties under this Agreement or under any law applicable
to the Sub-Adviser.
In order to provide for just and equitable contribution in
circumstances in which the indemnities provided above are for any
reason unenforceable or unavailable to or otherwise insufficient to
hold harmless an indemnified party, the Indemnified Adviser Parties and
the Indemnified Sub-Adviser Parties shall contribute to the aggregate
losses, claims, damages, liabilities and legal and other expenses based
upon the relative fault of the Indemnified Adviser Parties and the
Indemnified Sub-Adviser Parties shall be determined by reference to
amongst other things, whether the untrue or alleged untrue statement of
a material fact or the omission or alleged omission to state a material
fact or the inaccurate or alleged inaccurate representation and or
warranty relates to information supplied by the Indemnified Adviser
Parties or the Indemnified Sub-Adviser Parties.
6. DURATION AND TERMINATION. This Agreement shall become effective upon
its approval by the Trust's Board of Trustees and by the vote of a
majority of the outstanding voting securities of the Fund; provided,
however, that at any time the Adviser shall have obtained exemptive
relief from the Securities and Exchange Commission permitting it to
engage a Sub-Adviser without first obtaining approval of the Agreement
from a majority of the outstanding voting securities of the Fund(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 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
5
of its assignment, or in the event of a termination of the Adviser's
agreement with the Trust. As used in this Section 6, the terms
"assignment" and "vote of a majority of the outstanding voting
securities" shall have the respective meanings set forth in the 1940
Act and the rules and regulations thereunder, subject to such
exceptions as may be granted by the SEC under the 1940 Act.
7. GOVERNING LAW. This Agreement shall be governed by the internal laws of
the Commonwealth of Massachusetts, without regard to conflict of law
principles; provided, however, that nothing herein shall be construed
as being inconsistent with the 1940 Act.
8. SEVERABILITY. Should any part of this Agreement be held invalid by a
court decision, statute, rule or otherwise, the remainder of this
Agreement shall not be affected thereby. This Agreement shall be
binding upon and shall inure to the benefit of the parties hereto and
their respective successors.
9. NOTICE: Any notice, advice or report to be given pursuant to this
Agreement shall be deemed sufficient if delivered or mailed by
registered, certified or overnight mail, postage prepaid addressed by
the party giving notice to the other party at the last address
furnished by the other party:
To the Adviser at: SEI Investments Management Corporation
Xxx Xxxxxxx Xxxxxx Xxxx
Xxxx, XX 00000
Attention: Legal Department
To the Sub-Adviser at: Capital Guardian Trust Company
000 Xxxxx Xxxx Xxxxxx
Xxx Xxxxxxx, XX 00000
Attention: Treasurer
10. ENTIRE AGREEMENT. This Agreement embodies the entire agreement and
understanding between the parties hereto, and supersedes all prior
agreements and understandings relating to this Agreement's subject
matter. This Agreement may be executed in any number of counterparts,
each of which shall be deemed to be an original, but such counterparts
shall, together, constitute only one instrument.
11. ADVISER'S REPRESENTATIONS. The Adviser hereby warrants and represents
to the Sub-Adviser that (a) it has obtained all applicable licenses,
permits, registrations and approvals that may be required in order to
serve in its designated capacities with respect to the Trust, and shall
continue to keep current such licenses, permits, registrations and
approvals for so long as this Agreement is in effect; (b) it is not
prohibited by the 1940 Act or other applicable laws and regulations
from performing the services contemplated by this Agreement; (c) it
will immediately notify the Sub-Adviser of the occurrence of any event
that would disqualify it from serving in its designated capacities with
respect to the Trust; and (d) this Agreement
6
has been duly and validly authorized, executed and delivered on behalf
of the Adviser and is valid and binding Agreement of the Adviser
enforceable in accordance with its terms.
12. USE OF NAME. The parties agree that the name "Capital Guardian Trust
Company", the names of the Sub-Adviser's affiliates within The Capital
Group Companies, Inc., and any derivative or logo or trade or service
xxxx, are the valuable property of the Sub-Adviser and its affiliates.
The Trust and the Adviser shall have the right to use such name(s),
derivatives, logos, trade or service marks only with the prior written
approval of the Sub-Adviser, which approval shall not be unreasonably
withheld so long as this Agreement is in effect. Upon termination of
this Agreement, the Trust and the Adviser shall forthwith cease to use
such name(s), derivatives, logos, trade or service marks. The Trust and
the Adviser agree that they will review with the Sub-Adviser any
advertisement, sales literature or notice prior to its use that makes
reference to the Sub-Adviser so that the Sub-Adviser may review the
context in which it is referred to, it being agreed that the
Sub-Adviser shall have no responsibility to ensure the adequacy of the
form or content of such materials for purposes of the 1940 Act or other
applicable laws and regulations. If the Trust, or the Adviser makes any
unauthorized use of the Sub-Adviser's name(s), derivatives, logos,
trade or service marks, the parties acknowledge that the Sub-Adviser
shall suffer irreparable harm for which monetary damages are inadequate
and thus, the Sub-Adviser shall be entitled to injunctive relief.
A copy of the Declaration of Trust is on file with the Secretary of
State of the Commonwealth of Massachusetts, and notice is hereby given that the
obligations of this instrument are not binding upon any of the Trustees,
officers or shareholders of the Fund or the Trust.
Where the effect of a requirement of the 1940 Act reflected in any
provision of this Agreement is altered by a rule, regulation or order of the
SEC, whether of special or general application, such provision shall be deemed
to incorporate the effect of such rule, regulation or order.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their officers designated below as of the day and year first written
above.
SEI INVESTMENTS MANAGEMENT CORPORATION CAPITAL GUARDIAN TRUST COMPANY
By: /s/ Xxxx Xxxxxxxxx By: /s/ Xxxxxxx X. Xxxx
-------------------------- ---------------------------
Name: Xxxx Xxxxxxxxx Name: Xxxxxxx X. Xxxx
------------------------ -------------------------
Title: Vice President Title: Vice President
----------------------- ------------------------
7
SCHEDULE A
TO THE
SUB-ADVISORY AGREEMENT
BETWEEN
SEI INVESTMENTS MANAGEMENT CORPORATION
AND
CAPITAL GUARDIAN TRUST COMPANY
Pursuant to Article 4, the Adviser shall pay the Sub-Adviser compensation at an
annual rate as follows:
SEI VP International Equity Fund .75 of 1% of the first $25 million
.60 of 1% of the next $25 million
.425 of 1% of the next $200 million
.375 of 1% on assets over $250 million
8
