INVESTMENT SUB-ADVISORY AGREEMENT
SEI INSURANCE PRODUCTS TRUST
AGREEMENT made as of this 31st day of March, 2000, between SEI
Investments Management Corporation (the "Adviser") and Xxxxxx X. Xxxxx & Co.,
Incorporated, (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 Core Fixed Income
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 requirements of the 1940 Act,
the Internal Revenue Code of 1986, and all other applicable federal and
state laws and regulations, as each is amended from time to time.
(c) The Sub-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.
(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, and will make all necessary filings under Section 13 of the
Securities Act of 1933 and the related rules and forms. The Sub-Adviser
agrees that all records that it maintains on behalf of the Fund are
property of the Fund and the Sub-Adviser will surrender promptly to the
Fund any of such records upon the Fund's request; provided, however,
that the Sub-Adviser may retain a copy
of such records. In addition, for the duration of this Agreement, the
Sub-Adviser 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) 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.
(i) 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 Declaration of Trust (as defined herein),
the Prospectus, the instructions and directions of the Board of
Trustees of the Trust, the requirements of the 1940 Act, the Internal
Revenue Code of 1986, and all other applicable federal and state laws
and regulations, as each is amended from time to time.
3. DELIVERY OF DOCUMENTS. The Adviser has furnished the Sub-Adviser with
copies properly certified or authenticated of each of the following
documents, and shall promptly furnish the Sub-Adviser with any
amendments thereto:
(a) The Trust's Agreement and Declaration of Trust, as filed with the
Secretary of State of the Commonwealth of Massachusetts (such Agreement
and Declaration of Trust, as in effect on the date of this Agreement
and as amended from time to time, herein called the "Declaration of
Trust");
(b) By-Laws of the Trust (such By-Laws, as in effect on the date of this
Agreement and as amended from time to time, are herein called the
"By-Laws");
(c) Prospectus(es) and Statements of Additional Information 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. The Sub-Adviser shall indemnify and hold harmless the
Adviser from and against any and all claims, losses, liabilities or
damages (including reasonable attorney's fees and other related
expenses) howsoever arising from or in connection with the performance
of the Sub-Adviser's obligations under this Agreement; provided,
however, that the Sub-Adviser's obligation under this Section 5 shall
be reduced to the extent that the claim against, or the loss, liability
or damage experienced by the Adviser, is caused by or is otherwise
directly related to the Adviser's own willful misfeasance, bad faith or
negligence, or to the reckless disregard of its duties under this
Agreement.
6. DURATION AND TERMINATION. This Agreement shall become effective upon
its approval by the Trust's Board of Trustees and by the vote of a
majority of the outstanding voting securities of the 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 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: Xxxxxx X. Xxxxx & Co., Incorporated
000 X. Xxxxxxxxx Xxxxxx
Xxxxxxxxx, Xxxxxxxxx 00000.
Attention: Xxxxxxx Xxxxxxxxxx
With a copy to: Xxxxxx X. Xxxxx & Co., Incorporated
000 X. Xxxxxxxxx Xxxxxx
Xxxxxxxxx, Xxxxxxxxx 00000.
Attention: General Counsel
10. SUB-ADVISER'S NAME AND LIKENESS. (a) The Sub-Adviser hereby consents
to, and authorizes, the Adviser, its subsidiaries, affiliates,
licensees, successors, and assigns ("SEI"), the right to use the name,
likeness, image, voice, appearance, and/or performance or any
variations of the foregoing of the Sub-Adviser and any of its employees
(the "Name and Likeness"), on videotape, film, slides, photographs,
audio tape, CD-ROM, DVD, or any other media now known or later
developed ("Media"), in connection with the presentation of information
to SEI's clients or institutional and high net worth prospects
concerning SEI's investment products for which the Sub-Adviser provides
investment management services.
(b) This consent and authorization includes, without limitation, the rights
to use, reproduce, sell, deliver, exhibit, broadcast, and distribute
over the Internet, on CD-ROM, or in any other commercial media for
private or commercial use, any Media containing the Name and Likeness
for the purpose of promoting, explaining, or performing the services
and products offered by SEI.
(c) No later than two business days following the first use of the Name and
Likeness in a particular Media, SEI shall notify the Sub-Adviser of
such use. No later than three business days following the Sub-Adviser's
receipt of such notice (hereinafter, the "Objection Period"), the
Sub-Adviser may notify SEI of a reasonable objection to the use of the
Name and Likeness. In the event that the Sub-Adviser fails to notify
SEI of an objection during the Objection Period, the use of the Name
and Likeness by SEI shall be deemed authorized and approved by the
Sub-Adviser. In the event that the Sub-Adviser notifies SEI of an
objection during the Objection Period, it shall be SEI's option to
either terminate the use of the Name and Likeness in such Media or take
action, to the reasonable satisfaction of the Sub-Adviser, to remedy
the deficiency upon which the objection is based, at which time the use
by SEI shall be deemed authorized and approved by the Sub-Adviser.
(d) All communications containing the Name and Likeness shall be timely and
accurate and shall comply with all applicable laws and regulations,
including, without limitation, the rules of the Securities and Exchange
Commission and the National Association of Securities Dealers. SEI will
make all necessary filings of said communications with any applicable
regulatory authority. Any use of the Name and Likeness will include,
where applicable, proper attribution to the Sub-Adviser.
(e) The Sub-Adviser assigns and agrees to assign to SEI any and all rights
including the copyright in and to any Media made by or for SEI that
contains the Name and Likeness, provided, however, that such assignment
shall not transfer Sub-Adviser's intellectual property rights to any
materials included in the Media. The Sub-Adviser agrees to execute at a
future date any further documents that may be necessary to perfect
SEI's ownership of all rights in any works containing the same.
(f) The Sub-Adviser releases and discharges SEI from any liability by
virtue of any blurring, audio or video distortion, alteration, optical
illusion, or other use in any Media that contains the Name and
Likeness.
(g) The Sub-Adviser warrants and represents that this release does not in
any way conflict with any existing commitment made by it.
Notwithstanding the foregoing, in no event will SEI knowingly or
intentionally use the Name and Likeness in a manner that would
adversely affect the Sub-Adviser's goodwill or reputation.
11. NON-HIRE/NON-SOLICITATION. The parties hereby agree that so long as
the Sub-Adviser provides services to the Adviser or the Trust and for a
period of one year following the date on which the Sub-Adviser ceases
to provide services to the Adviser and the Trust, neither party shall
for any reason, directly or indirectly, on its own behalf or on behalf
of others, hire or solicit any person employed by the other party,
whether or not such person is a full-time employee or whether or not
any person's employment is pursuant to a written agreement or is
at-will. The parties further agree that, to the extent that a party
breaches the covenant described in this paragraph, the other party
shall be entitled to pursue all appropriate remedies in law or equity.
12. 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 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 XXXXXX X. XXXXX & CO., INCORPORATED
By: /s/ Xxxx X. Xxxxxxxxx By: /s/ Xxxxxxx X. Groesschell
------------------------------- --------------------------------
Name: Xxxx X. Xxxxxxxxx Name: Xxxxxxx X. Xxxxxxxxxx
----------------------------- ------------------------------
Title: Senior Vice President Title: Managing Director
---------------------------- -----------------------------
SCHEDULE A
TO THE
SUB-ADVISORY AGREEMENT
BETWEEN
SEI INVESTMENTS MANAGEMENT CORPORATION
AND
XXXXXX X. XXXXX & CO., INCORPORATED
Pursuant to Article 4, the Adviser shall pay the Sub-Adviser compensation at an
annual rate as follows:
SEI VP Core Fixed Income Fund 0.08%
