INVESTMENT SUB-ADVISORY AGREEMENT
SEI INSURANCE PRODUCTS TRUST
AGREEMENT made this 25th day of February, 2000, between SEI Investments
Management Corporation, (the "Adviser") and Credit Suisse Asset Management, LLC
(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 High Yield Bond
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, 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 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 investment objectives,
policies and limitations with respect to the Fund set forth in the
Trust's Declaration of Trust (as defined herein) and the Prospectus and
with applicable 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 including the Sub-Adviser or
affiliates thereof, in accordance with the policy with respect to
brokerage set forth in the Fund's Registration Statement and Prospectus
or as the Trust's
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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 (as those terms are
defined in Section 28(e) of the Securities Exchange Act of 1934)
provided to the Fund 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 to pay to a broker or dealer who provides
such brokerage and research services a commission for executing a fund
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 in terms of the
overall responsibilities of the Sub-Adviser to the Fund and the
accounts as to which the Sub-Adviser exercises investment discretion.
It is recognized that the services provided by such brokers or dealers
may be useful to the Sub-Adviser in connection with the Sub-Adviser's
services to other clients. In no instance, however, will any of 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, the Sub-Adviser, or the principal underwriter, acting as
principal in the transaction, except to the extent permitted by the
Securities and Exchange Commission and the 1940 Act. On occasions when
the Sub-Adviser deems the purchase or sale of a security to be in the
best interest of the Fund as well as other customers, the Sub-Adviser
may, to the extent permitted by applicable laws and regulations, but
shall not be obligated to, aggregate the securities to be sold or
purchased in order to obtain the best execution and lower brokerage
commissions, if any. In such event, allocation of the securities so
purchased or sold, as well as expenses incurred in the transaction,
will be made by the Sub-Adviser in the manner it considers to be fair
and equitable and consistent with its fiduciary obligation to the Fund,
and, if applicable, to other customers.
The Adviser acknowledges that in order to comply with federal
securities laws and related regulatory requirements, there may be
periods when the Sub-Adviser will not be permitted to initiate or
recommend certain types of transactions in the securities or issuers
for which affiliates of the Sub-Adviser are performing investment
banking services, and neither the Trust nor the Adviser will be advised
of that fact. For example, during certain periods when affiliates of
the Sub-Adviser are engaged in an underwriting or other distribution of
a company's securities, the Sub-Adviser may be prohibited from
purchasing or recommending the purchase of certain securities of that
company for its clients. Similarly, the Sub-Adviser may on occasion be
prohibited from selling or recommending the sale of securities of a
company for which affiliates are providing investment banking services.
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(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 Trust's Board of
Trustees such periodic and special reports as the Adviser or the
Trust's 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 Securities and Exchange
Commission ("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
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. The
Sub-Adviser may give advice, and take action, with respect to any of
its other clients that may differ from the advice given, or the time or
nature of action taken, with respect to the Fund. The Sub-Adviser shall
have no obligation to purchase or sell for the Fund or to recommend for
purchase or sale by the Portfolio, any securities that the Sub-Adviser,
its principals, affiliates or employees may purchase for themselves or
for any other clients.
(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 officers or
employees.
2. DUTIES OF THE ADVISER. The Adviser shall continue to have
responsibility for all services to
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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 respect to the
Fund, 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:
(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.
Copies of any amendments to the above documents will be furnished
promptly to the Sub-Adviser.
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
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 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 a breach of fiduciary duty
with respect to the receipt of compensation for services (in which case
any award of damages shall be limited to the period and the amount set
forth in Section 36(b)(3) of the 1940 Act), or a loss resulting from
willful misfeasance, bad faith or negligence on the Sub-Adviser's part
in the performance of its duties or from reckless disregard of its
obligations and duties under this Agreement, except as may otherwise be
provided under provisions of applicable state law which cannot be
waived or modified hereby.
The Sub-Adviser shall not be responsible for any loss incurred by
reason of any act or
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omission of any broker-dealer; provided, however, that the Sub-Adviser
shall use reasonable care in its selection and use of brokers in
effecting transactions for the Fund. The Sub-Adviser shall have no
obligation to seek to obtain any material non-public ("inside")
information about any issuer of securities, nor to purchase or sell, or
to recommend for purchase or sale, for the Fund the securities of any
issuer on the basis of any such information as may come into its
possession.
The Adviser acknowledges and agrees that the Sub-Adviser makes no
representation and warranty, express or implied, that any level of
performance or investment results will be achieved by the Fund or that
the Fund will perform comparably with any standard or index, including
other clients of the Sub-Adviser whether public or private.
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 Funds, 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 such 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 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. PORTFOLIO COMPOSITION. The Adviser shall provide (or cause the Trust's
custodian to provide) timely information to the Sub-Adviser regarding
such matters as the composition of the Assets and cash available for
investment in the Portfolio and cash requirements (with respect to the
redemption of Fund shares) and such other information as the parties
may reasonably agree upon.
8. EXPENSES. The Sub-Adviser shall bear expenses incurred by it in
connection with its duties hereunder, including payment of compensation
of and office space for its officers and employees engaged in providing
services hereunder, but shall not be responsible for any expenses of
the Trust.
9. CUSTODY. The cash and assets of the Fund shall be held by the Trust's
Custodian (the "Custodian"), which the Adviser hereby represents has
agreed to act as custodian for the Fund. The Sub-Adviser shall at no
time have custody or physical control of the Assets in the Fund. In
addition, the Sub-Advisor shall not be liable for any act or omission
of the Custodian. The Sub-Adviser shall give instructions to the
Custodian in writing or orally (at the discretion of the Custodian) and
confirmed in writing as soon as practicable thereafter. The Adviser
shall instruct the Custodian to provide the Sub-Adviser with such
periodic reports concerning the status of the Fund as the Sub-Adviser
and the Adviser may agree from
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time to time. The Adviser shall provide the Sub-Adviser with a copy of
the Fund's agreement with the Custodian and any modification thereto
and will notify the Sub-Adviser in advance of a change in the
Custodian.
10. REPRESENTATIONS AND WARRANTIES. The Adviser represents and warrants to
the Sub-Adviser that (a) the Adviser has the authority to act on behalf
of the Trust and has and will continue to convey to the Sub-Adviser all
relevant information regarding the Trust and the Fund including, but
not limited to, any relevant investment restrictions of the Trust and
the Fund; (b) this Agreement has been duly authorized, executed and
delivered by the Adviser and constitutes its valid and binding
obligation, enforceable in accordance with its terms; (c) no
governmental authorizations, approvals, consents or filings are
required in connection with the execution, delivery or performance of
this Agreement by the Adviser; (d) the execution, delivery and
performance of this Agreement by the Adviser will not violate or result
in any default under the Adviser's certificate of incorporation or
by-laws (or equivalent constituent documents), any contract or other
agreement to which the Adviser is a party or by which its assets may be
bound or any statute or any rule, regulation or order of any government
agency or body; (e) the Assets of the Fund do not and will not
constitute assets of any employee benefit plan within the meaning of
Section 3(3) of the Employee Retirement Security Act of 1974 or Section
4975(e) of the Internal Revenue Code of 1986 and this Agreement and the
transactions contemplated hereby will not constitute an investment by a
"benefit plan investor" within the meaning of DOL Reg. Section
2510.3-101; and (f) the Adviser has received a copy of Part II of the
Sub-Adviser's Form ADV as most recently filed with the SEC.
11. DIRECTIONS TO SUB-ADVISER. All directions by or on behalf of the
Adviser to the Sub-Adviser shall be in writing signed either (a) by a
director or officer of the Adviser, or (b) by a duly authorized agent
of the Adviser. The Sub-Adviser shall be fully protected in relying
upon any direction signed in the appropriate manner with respect to any
instruction, direction or approval of the Adviser. The Sub-Adviser
shall also be fully protected when acting upon any instrument,
certificate or paper the Sub-Adviser reasonably believes to be genuine
and to be signed or presented by the proper or persons. The Sub-Adviser
shall be under no duty to make any investigation or inquiry as to any
statement contained in any such writing and may accept the same as
conclusive evidence of the truth and accuracy of the statements therein
contained.
12. PROXIES, TENDER OFFERS, CLASS ACTIONS, ETC. Subject to any other
written instructions of the Adviser, the Sub-Adviser is hereby
appointed the Adviser's agent and attorney-in-fact on behalf of the
Fund in its discretion to vote, tender or convert any of the Assets; to
execute proxies, waivers, consents, account documentation, and to
participate in or consent to any class action, plan of reorganization,
merger, combination, consolidation, liquidation or similar plan with
reference to the Assets; and the Sub-Adviser shall not incur any
liability to the Adviser or the Fund by reason of any exercise of, or
failure to exercise, any such discretion. Notwithstanding the
provisions of this Section 12, if the Sub-Adviser determines that it,
or any of its affiliates, has an adverse or potentially adverse
interest with respect to the vote or other requested action, the
Sub-Adviser shall so inform the Adviser, which shall
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thereupon become responsible for the determination on such vote or
other action.
13. INDEMNIFICATION. (a) The Adviser shall indemnify and hold harmless the
Sub-Adviser, its officers, directors, employees, agents and each
person, if any, who controls the Adviser within the meaning of Section
15 of the 1933 Act (any and all such person shall be referred to as
"Sub-Adviser Indemnified Party") 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 this Agreement or the performance of the Adviser of its duties
hereunder; provided, however, that the Adviser shall not be required to
indemnify or otherwise hold any particular Sub-Adviser Indemnified
Party harmless under this Section 13 where the claim against, or the
loss, liability or damage experienced by the Sub-Adviser Indemnified
Party, is caused by or is otherwise directly related to Adviser
Indemnified Party's own willful misfeasance, bad faith or negligence,
or to the reckless disregard of its duties under this Agreement.
(b) The Sub-Adviser shall indemnify and hold harmless the Adviser, its
officers, directors, employees, agents and each person, if any, who
controls the Adviser within the meaning of Section 15 of the 1933 Act
(any and all such person shall be referred to as "Adviser Indemnified
Party") 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 this Agreement
or the performance of the Sub-Adviser of its duties hereunder;
provided, however, that the Sub-Adviser shall not be required to
indemnify or otherwise hold any particular Adviser Indemnified Party
harmless under this Section 13 where the claim against, or the loss,
liability or damage experienced by the Adviser Indemnified Party, is
caused by or is otherwise directly related to Adviser Indemnified
Party's own willful misfeasance, bad faith or negligence, or to the
reckless disregard of its duties under this Agreement.
14. DURATION AND TERMINATION. This Agreement shall become effective as of
the date hereof.
This Agreement shall continue in effect until the earlier of (i) a
period of two years from the date hereof only so long as continuance is
specifically approved in conformance with the 1940 Act or (ii) the
approval by a majority of the outstanding voting securities of the Fund
of an Investment Sub-Advisory Agreement with substantially the same
terms and conditions except with respect to compensation to the
Sub-Adviser; 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 such 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 14, 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
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exceptions as may be granted by the SEC under the 1940 Act.
15. 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.
16. 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.
17. 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: Credit Suisse Asset
Management, LLC
▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
Attention: President
18. 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.
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 CREDIT SUISSE ASSET MANAGEMENT, LLC
By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ By: /s/ signature
------------------------------------ --------------------------------
Name: ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Name: ▇▇▇ ▇▇▇▇▇▇
---------------------------------- ------------------------------
Title: Vice President Title: [title]
--------------------------------- -----------------------------
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SCHEDULE A
TO THE
SUB-ADVISORY AGREEMENT
BETWEEN
SEI INVESTMENTS MANAGEMENT CORPORATION
AND
CREDIT SUISSE ASSET MANAGEMENT, LLC
Pursuant to Article 4, the Adviser shall pay the Sub-Adviser compensation at an
annual rate of up to:
SEI Insurance Products Trust
SEI VP High Yield Bond Fund 0.28%
10
