INVESTMENT SUB-ADVISORY AGREEMENT
SEI INSURANCE PRODUCTS TRUST
AGREEMENT made this 4th day of February, 2000, by and between SEI
Investments Management Corporation (the "Adviser"), and Strategic Fixed Income,
LLC (the "Sub-Adviser").
WHEREAS, the SEI Insurance Products Trust (the "Trust") is an open-end,
diversified management investment company registered 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
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, upon the terms and subject to the
conditions set forth below.
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 by the Adviser
(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, subject to the direction of the Adviser, and, at the
request of the Adviser, in consultation with the Adviser, shall
determine from time to time what Assets will be purchased, retained or
disposed of 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 applicable requirements of subchapter M of the Internal Revenue
Code of 1986, and all other applicable federal and state laws and
regulations, as each is amended from time to time; provided, however,
that in no event shall the Sub-Adviser be obligated to act in
conformity with any instruction or direction of the Adviser or of the
Board of Trustees of the Trust if the Sub-Adviser believes in good
faith (in consultation with counsel, where practicable) that
implementation of such instruction or direction would involve the
Sub-Adviser in a violation of law or willful malfeasance, bad faith or
gross negligence on its part.
(c) The Sub-Adviser shall determine the Assets to be purchased or disposed
of by the Fund as provided in subparagraph (a) and will place orders
with or through such brokers, dealers or banks to carry out the policy
with respect to brokerage set forth in the Fund's 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, dealers, or banks 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, dealer, or bank and the reasonableness of the
commission, if any, both for the specific transaction and on a
continuing basis.
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 or under the 1940 Act or
by the Securities and Exchange Commission ("SEC").
(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 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 relating to the Assets
required to be maintained by the Sub-Adviser under this Agreement and
shall timely furnish to the Adviser, at its request, 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, at its request, 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, in each case with respect to the
Trust, the Fund, or the Assets. 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
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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);
provided, however, that the Sub-Adviser may retain a copy of such
records.
(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 Sub-Adviser and its partners and its and their respective partners,
stockholders, directors, officers, employees and agents act, may
continue to act and in the future may act as investment managers or
investment advisers to others and may invest for their own accounts,
and nothing in this Agreement shall in any way be construed or deemed
to restrict the right of any such person to perform investment
management or investment advisory services for others or to invest for
its own account, and the performance of such services for others and
such investing shall not be deemed to violate or give rise to any duty
or obligation to the Trust, the Fund or the Adviser, except as
otherwise provided by law. The Sub-Adviser agrees to act in a manner
consistent with its fiduciary obligation to deal fairly with all
clients when taking investment actions.
(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) The Sub-Adviser will notify the Trust and the Adviser of any changes to
the membership of the Sub-Adviser within a reasonable time after such
change.
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, or officers or employees of the Sub-Adviser's
general partner.
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 applicable provisions of the Trust's Declaration of
Trust (as defined herein), the applicable provisions of the Prospectus,
the instructions and directions of the Board of Trustees of the Trust
(subject to the provisions of
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Section 1(b) hereunder), the applicable provisions of the requirements
of the 1940 Act, the applicable requirements of Subchapter M of 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, and will furnish the
Sub-Adviser with copies properly certified or authenticated of
amendments and supplements to, each of the following documents:
(a) The Trust's Agreement and Declaration of Trust, as filed with the
Secretary of State of the Commonwealth of Massachusetts (such Agreement
and Declaration of Trust, as in effect on the date of this Agreement
and as amended from time to time, herein called the "Declaration of
Trust");
(b) By-Laws of the Trust (such By-Laws, as in effect on the date of this
Agreement and as amended from time to time, are herein called the
"By-Laws");
(c) Prospectus(es) of the Fund.
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. LIMITATION OF LIABILITY OF THE SUB-ADVISER. The duties of the
Sub-Adviser shall be confined to those expressly set forth herein, and
no implied duties are assumed by or may be asserted against the
Sub-Adviser hereunder. The Sub-Adviser shall not be liable for any
error of judgment or mistake of law or for any loss arising out of any
investment or for any act or omission in carrying out its duties, or
from reckless disregard of its obligations or duties, under this
Agreement, except as may otherwise be provided under provisions of
applicable state law to the extent such provisions cannot be waived or
modified hereby. The Adviser hereby acknowledges that it considers the
Sub-Adviser to be a "corporate agent" of the Adviser within the meaning
of the last sentence of Section 9 of the Investment Advisory Agreement
between the Trust and the Adviser with respect to the Fund.
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 of the Fund, the Trust or the
public that refer to the Sub-Adviser, its services or its clients in
any way prior to use thereof and not to use such materials if the
Sub-Adviser reasonably objects in writing within five business days (or
such other period as may be mutually agreed) after receipt
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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 or 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,
its services 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. 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) arising from or in connection with the performance by the
Sub- Adviser of its obligations or duties under this Agreement;
provided, however that (a) the Sub- Adviser shall not be obligated to
indemnify or hold harmless the Adviser from or against any claim, loss,
liability, or damage in respect of which the Sub-Adviser is not liable
pursuant to Section 5 hereof; and (b) the Sub-Adviser's obligation
under this Section 7 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 obligations or 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 attorney's fees and other related expenses) arising from or
in connection with the performance by the Adviser of its obligations or
duties under this Agreement; provided, however, that the Adviser's
obligation under this Section 7 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-Adviser's own willful misfeasance, bad faith or negligence, or to
the reckless disregard of its obligations or duties under this
Agreement.
8. 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.
This Agreement shall continue in effect until terminated as provided
below; provided, however, that 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 Section 15(a)(2) of the 1940 Act. This Agreement
may be terminated (a) by the Fund at any time, on written notice to the
Sub-Adviser, without the payment of any penalty, by the Board 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 not less than 90 days'
written notice to the Adviser. This Agreement shall terminate
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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 8, 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.
Upon the termination of this Agreement, the Sub-Adviser shall not be
obligated to take or recommend any action with respect to the Assets.
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
▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇, ▇▇ ▇▇▇▇▇
Attention: Legal Department
To the Sub-Adviser at: Strategic Fixed Income, LLC
▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇
Attention: Vice President
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.
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A copy of the Declaration of Trust of the 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
Commission, 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 STRATEGIC FIXED INCOME, LLC
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ By: /s/ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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Title: Vice President Title: Vice President
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SCHEDULE A
TO THE
INVESTMENT SUB-ADVISORY AGREEMENT
BETWEEN
SEI INVESTMENTS MANAGEMENT CORPORATION
AND
STRATEGIC FIXED INCOME, LLC
Pursuant to Article 3 , the Trust shall pay the Adviser compensation at an
annual rate as follows:
Fund Fee (in basis points)
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SEI VP International Fixed Income Fund 0.15%