<PAGE>
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [_]
Check the appropriate box:
[_] Preliminary Proxy Statement [_] CONFIDENTIAL, FOR USE OF THE
COMMISSION ONLY (AS PERMITTED BY
[X] Definitive Proxy Statement RULE 14C-5(D)(2))
[_] Definitive Additional Materials
[_] Soliciting Material Pursuant to (S)240.14a-11(c) or (S)240.14a-12
SEI Institutional Managed Trust
------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
SEI Institutional Managed Trust
------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[_] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), 14a-6(i)(2) or
Item 22(a)(2) of Schedule 14A.
[_] $500 per each party to the controversy pursuant to Exchange Act Rule 14a-
6(i)(3).
[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
[X] Fee paid previously with preliminary materials.
[_] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
Notes:
<PAGE>
SEI INSTITUTIONAL MANAGED TRUST
2 OLIVER STREET
BOSTON, MA 02109
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
Notice is hereby given that a Special Meeting of Shareholders of the Small
Cap Growth Portfolio (the "Portfolio") of SEI Institutional Managed Trust (the
"Trust"), will be held at the offices of SEI Financial Management Corporation,
680 East Swedesford Road, Wayne, Pennsylvania 19087-1658, on Monday, April 24,
1995, at 10:00 a.m. to consider and act on the following matters:
I. Proposal to approve a new investment advisory agreement between the
Portfolio, on behalf of the Portfolio, and PB Newco, Inc., a Delaware
corporation ("PB Newco") and a wholly-owned subsidiary of United Asset
Management Corporation ("UAM"), pursuant to which PB Newco will act as
adviser with respect to the assets of the Portfolio, effective upon the
acquisition of substantially all of the assets of Pilgrim Baxter &
Associates, Ltd. ("Pilgrim Baxter"), the existing adviser, by UAM.
II. Such other business as may properly come before the meeting or any
adjourned session thereof.
By Order of the Board of Trustees
Richard W. Grant, Secretary
All Shareholders are cordially invited to attend the meeting. However, if you
are unable to be present at the meeting, you are requested to mark, sign and
date the enclosed Proxy and return it promptly in the enclosed envelope so that
the Meeting may be held and a maximum number of shares may be voted.
Shareholders of record at the close of business on March 17, 1995 are
entitled to notice of and to vote at the meeting or any adjournment thereof.
March 28, 1995
<PAGE>
SEI INSTITUTIONAL MANAGED TRUST
2 OLIVER STREET
BOSTON, MA 02109
-----------------
PROXY STATEMENT
This proxy statement is furnished in connection with the solicitation of
proxies by the Board of Trustees of SEI Institutional Managed Trust (the
"Trust") on behalf of the Small Cap Growth Portfolio (the "Portfolio") for use
at the Special Meeting of Shareholders to be held on April 24, 1995 at
10:00 a.m. at the offices of SEI Financial Management Corporation, 680 E.
Swedesford Road, Wayne, Pennsylvania 19087-1658, and at any adjourned session
thereof (such meeting and any adjournment thereof are hereinafter referred to
as the "Meeting"). Shareholders of the Portfolio (the "Shareholders") of record
at the close of business on March 17, 1995 are entitled to vote at the Meeting.
As of March 17, 1995, the approximate number of units of beneficial interest
("shares") issued and outstanding for the Small Cap Growth Portfolio was
19,361,572.660. Each share is entitled to one vote and each fractional share is
entitled to a proportionate fractional vote on each matter to be acted upon at
the Meeting.
In addition to the solicitation of proxies by mail, Trustees and officers of
the Trust and officers and employees of SEI Financial Management Corporation,
the Manager and Shareholder Servicing Agent for the Trust (the "Manager"), may
solicit proxies in person or by telephone. Persons holding shares as nominees
will, upon request, be reimbursed for their reasonable expenses incurred in
sending soliciting materials to their principals. The cost of solicitation will
be borne by Pilgrim Baxter & Associates Ltd. ("Pilgrim Baxter"). The proxy and
this Proxy Statement are being mailed to Shareholders on or about March 28,
1995.
Shares represented by duly executed proxies will be voted in accordance with
the instructions given. Proxies may be revoked at any time before they are
exercised by a written revocation received by the President of the Trust at 680
E. Swedesford Road, Wayne, PA 19087-1658, by properly executing a later-dated
proxy, or by attendance at the Meeting and voting in person.
I. APPROVAL OF THE NEW INVESTMENT ADVISORY AGREEMENT FOR THE PORTFOLIO
The Board of Trustees is recommending that Shareholders of the Portfolio
approve P.B. Newco, Inc. ("P.B. Newco") as the investment adviser of the
Portfolio and approve the investment advisory agreement (the "Investment
Advisory Agreement") for the Portfolio dated as of April 28, 1995. Shareholders
are required to consider the Investment Advisory Agreement for the Portfolio as
a result of a proposed transaction (the "Proposed Transaction") whereby United
Asset Management ("UAM") would acquire substantially all of the assets of
Pilgrim Baxter, the current investment adviser of the Portfolio. UAM would then
contribute such assets to P.B. Newco which would carry on the business of
Pilgrim Baxter under Pilgrim Baxter's current name (Pilgrim Baxter and P.B.
Newco are hereinafter sometimes collectively referred to as the "Adviser").
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The Proposed Transaction represents an ownership change and, as such, has the
effect of terminating the existing investment advisory agreement between the
Portfolio, on behalf of the Portfolio and Pilgrim Baxter (the "Existing
Advisory Agreement"). The Investment Advisory Agreement is set forth as Exhibit
A to this Proxy Statement.
UAM, PB Newco, Pilgrim Baxter and the shareholders of Pilgrim Baxter (the
"Pilgrim Baxter Shareholders") have entered into an acquisition agreement dated
as of February 3, 1995 (the "Acquisition Agreement") which contemplates that
the Adviser will become a wholly-owned subsidiary of UAM. In addition, the
Acquisition Agreement contemplates that certain key personnel of Pilgrim
Baxter, including Gary L. Pilgrim and Harold J. Baxter, will enter into long-
term employment agreements with PB Newco. This will assure that PB Newco will
continue to operate with its same investment personnel and officers. The same
persons who are presently responsible for the investment policies of Pilgrim
Baxter will continue to direct the investment policies of PB Newco following
the consummation of the Proposed Transaction. No changes in Pilgrim Baxter's
method of operation, or the location where it conducts its business, are
contemplated.
The Acquisition Agreement provides that Pilgrim Baxter will sell UAM
substantially all of the assets of Pilgrim Baxter, including certain advisory
contracts, customer lists, books, records, all goodwill associated with the
assets being sold and the exclusive right to use the name of Pilgrim Baxter as
all or part of a trade or corporate name. The purchase price is payable in a
combination of promissory notes of UAM and warrants to purchase UAM stock. In
addition, UAM will make cash bonus payments and issue additional warrants to
purchase UAM stock if PB Newco surpasses certain annualized revenue and asset
management thresholds over the next two years. In addition, UAM will make cash
bonus payments to certain Pilgrim Baxter shareholders and other Pilgrim Baxter
personnel. The total purchase price is subject to certain preclosing
adjustments and conditions.
UAM, PB Newco and certain of the Pilgrim Baxter shareholders have also agreed
to enter into a revenue sharing agreement under which UAM and PB Newco will
share PB Newco's revenues. That agreement is intended to allow the key
executives of Pilgrim Baxter to participate in PB Newco's growth in a
substantial manner and make operating decisions freely within the limits of PB
Newco's share of revenues. The revenue sharing agreement recites that Pilgrim
Baxter key executives will continue to have authority over the investment
management process.
Current Agreement. Pilgrim Baxter currently serves as one of the Portfolio's
investment advisers pursuant to the Existing Advisory Agreement dated July 1,
1993, as amended. Pilgrim Baxter, along with two other advisers, manages the
Portfolio's investments. The portion of the Portfolio's total assets managed by
Pilgrim Baxter is based upon an allocation determined by the Portfolio's Board
of Trustees. The Existing Advisory Agreement was last submitted to a vote of
shareholders of the Portfolio at a meeting on June 28, 1993.
The Proposed Agreement. The Trustees of the Trust, including all of the
Trustees who are not "interested persons" of the Trust, approved the Investment
Advisory Agreement with respect to the Portfolio on March 6, 1995.
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In recommending that the Shareholders approve the Investment Advisory
Agreement the Trustees carefully evaluated the experience of Pilgrim Baxter's
key personnel in institutional investing and the quality of services PB Newco
is expected to provide to the Portfolio, including, but not limited to: (1) the
fee and expense ratios of comparable mutual funds; (2) the performance of the
Portfolio since commencement of operations; (3) the nature and quality of the
services expected to be rendered to the Portfolio by PB Newco; (4) the distinct
investment objectives and policies of the Portfolio; (5) that the compensation
payable to PB Newco by the Portfolio under the proposed New Advisory Agreement
will be at the same rate as the compensation payable to the Adviser under the
Existing Advisory Agreement; (6) that the terms of the Existing Advisory
Agreement will be unchanged under the New Advisory Agreement except for
different effective and termination dates and certain other nonmaterial
changes; (7) the history, reputation, qualification and background of Pilgrim
Baxter and UAM, as well as the qualifications of their personnel and their
respective financial conditions; (8) the commitment of the parties to the
Acquisition Agreement to pay or reimburse the Portfolio for the expenses of the
Portfolio incurred in connection with the Proposed Transaction; (9) Pilgrim
Baxter's investment performance record; (10) the benefits expected to be
realized as a result of PB Newco's affiliation with UAM; and (11) other factors
deemed relevant. See "Portfolio Transactions" below.
Duties Under the Investment Advisory Agreement. The Investment Advisory
Agreement provides that the Adviser, in return for its fee, will (1) provide a
program of continuous investment management for the Portfolio in accordance
with the Portfolio's investment objective, policies and limitations, (2) make
investment decisions for the Portfolio, and (3) place orders to purchase and
sell securities for the Portfolio, subject to the supervision of the
Portfolio's Trustees. The Investment Advisory Agreement provides that the
Adviser will provide adequate office space, facilities and personnel to perform
its advisory services for the Portfolio.
The Investment Advisory Agreement provides that the Adviser shall not be
liable for any error of judgment or mistake of law or for losses to the
Portfolio or its shareholders, provided that the Adviser is not protected from
liability to the Portfolio or to its shareholders resulting from the Adviser's
willful misfeasance, bad faith or gross negligence in performance of its duties
under the Investment Advisory Agreement, or from reckless disregard of its
duties and obligations thereunder.
Compensation. Under the Investment Advisory Agreement, the Adviser is
entitled to a fee, which is calculated daily and paid monthly, at an annual
rate of .50% of its allocated portion of the Portfolio's average daily net
assets. For its fiscal year ended September 30, 1994, the Portfolio incurred
total investment advisory expenses of $1,282,000, of which Pilgrim Baxter
received $420,000.
Duration and Termination. Unless earlier terminated, the Investment Advisory
Agreement, shall continue in effect as to the Portfolio for an initial term of
two years and thereafter for periods of one year for so long as such
continuance is specifically approved at least annually (i) by the vote of the
holders of a majority of the outstanding shares of the Portfolio or by the
Trustees of the Trust, and (ii) by the vote of a majority of those Trustees of
the Trust who are not parties to the Investment Advisory Agreement or
"interested persons" (as that term is defined in the Investment Company Act of
1940 (the "1940 Act"), as amended) of any party thereto, cast in person at a
meeting called for the purpose of voting on such approval. The Investment
Advisory Agreement will terminate automatically in the event of its assignment.
It is terminable at any time without penalty by the Trustees of the Trust or
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with respect to the Portfolio by a vote of a majority of the outstanding shares
of the Portfolio on not less than 30 days nor more than 60 days written notice
to the adviser. In addition, it is terminable by the adviser upon 90 days
written notice to the Trust.
In the event Shareholders of the Portfolio do not approve the adoption of the
Investment Advisory Agreement at the Special Meeting to which this Proxy
Statement relates, or any adjournment thereof, the Trustees will consider the
appropriate course of action.
Description of Investment Adviser. Pilgrim Baxter is a Pennsylvania
corporation with its principal address at 1255 Drummers Lane, Suite 300, Wayne,
PA 19087. Pilgrim Baxter is registered under the Investment Advisers Act of
1940 (the "Advisers Act"). PB Newco, a Delaware corporation and an indirect
wholly-owned subsidiary of UAM, as of the closing date of the Proposed
Transaction, will be registered under the Advisers Act, and will have the same
address as, and employ the same key personnel as, Pilgrim Baxter did
previously.
Pilgrim Baxter has been in the investment advisory business since 1982 and as
of December 31, 1994 had approximately $4 billion in assets under management.
Its clients are primarily tax-exempt organizations such as pension plans and
charitable institutions. Pilgrim Baxter is also general partner of and adviser
to two hedge funds.
The Adviser also serves as the investment adviser to the following registered
investment companies with similar investment objectives as the Portfolio. The
approximate net assets of such fund or portfolio and the fee payable by each,
are as follows:
<TABLE>
<CAPTION>
TRUST ANNUAL FEE NET ASSETS
----- ---------- ----------
<S> <C> <C>
PBHG Growth Fund .85% $744.4
Smith Barney Trust for "TRAK" Investments .30% $218.1
Diversified Investment Advisers, Inc. .50% $ 53.9
Insurance Investment Products Trust Aggressive
Growth Portfolio 0 0
AAL Smaller Company Stock Fund .50% $198.3
</TABLE>
Listed below are the names and principal occupations of each of the directors
and principal executive officers of the Adviser. The principal business address
of each director and principal executive officer is 1255 Drummers Lane, Suite
300, Wayne, PA 19087.
<TABLE>
<CAPTION>
% OWNERSHIP
OF
NAME POSITION(S) WITH ADVISER PILGRIM BAXTER
---- ------------------------ --------------
<C> <S> <C>
Harold J. Baxter Director, Chairman and Chief 42.35%
Executive Officer
Gary L. Pilgrim Director, President, Secretary, 42.35%
Treasurer and Chief Investment
Officer
Bruce J. Muzina Director* and Portfolio Manager 9.60%
</TABLE>
4
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<TABLE>
<CAPTION>
% OWNERSHIP
OF
NAME POSITION(S) WITH ADVISER PILGRIM BAXTER
---- ------------------------ --------------
<C> <S> <C>
Brian F. Bereznak Director* and Chief Operating
Officer 3.60%
Donna S. Archer Chief Financial Officer* .90%
Arline M. Wolstenholme Director of Operations .60%
Loraine E. McEvoy Marketing Associate .60%
</TABLE>
--------
* After the acquisition, Bruce J. Muzina and Brian F. Bereznak will no
longer serve as Directors of the Adviser and Donna S. Archer will
have a new title of Administrative Associate.
THE TRUSTEES RECOMMEND THAT THE SHAREHOLDERS VOTE FOR PROPOSAL I.
GENERAL INFORMATION ABOUT THE TRUST AND OTHER MATTERS
Distribution. SEI Financial Services Company ("SFS"), a wholly-owned
subsidiary of SEI Corporation, 680 E. Swedesford Road, Wayne, PA 19087-1658
("SEI"), acts as the Distributor of the Trust's shares pursuant to a
Distribution Agreement between the Trust and SFS. Alfred P. West, Jr. serves as
Chairman of the Board and Chief Executive Officer of SFS and SEI, and Henry H.
Greer serves as Director, President and Chief Operating Officer of SFS and SEI.
William M. Doran, a Trustee of the Trust, is a Director and Secretary of SEI.
Portfolio Transactions. The Adviser is not prohibited from causing the
Portfolio to pay a broker that provides brokerage and research services a
commission in excess of the amount another broker might have charged for
effecting a securities transaction, in accordance with applicable legal
requirements. Pursuant to such requirements, the Adviser might authorize a
higher commission to be paid if the Adviser determined in good faith that the
amount to be paid was reasonable in relation to the services received in terms
of the particular transaction or the Adviser's overall responsibilities to the
Portfolio and other clients of the Adviser.
Such research services must provide lawful and appropriate assistance to the
Adviser in the performance of its investment decision-making responsibilities
and could include: (a) furnishing advice as to the value of securities, the
advisability of investing in, purchasing or selling securities, and the
availability of securities or the purchasers or sellers of securities; and (b)
furnishing analyses and reports concerning issuers, industries, securities,
economic factors and trends, portfolio strategy and the performance of
accounts. Such information could be received orally or in writing and would be
in addition to and not in lieu of the services required to be performed by the
Adviser. The expenses of the Adviser would not necessarily be reduced as a
result of the receipt of such supplemental information. This information might
be useful to the Adviser in providing services to clients other than the
Portfolio, and not all such information would be used by the Adviser in
connection with the Portfolio. Conversely, such information provided to the
Adviser by brokers and dealers through whom other clients of the Adviser effect
securities transactions might be useful to the Adviser in providing services to
the Portfolio.
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For its fiscal year ended September 30, 1994, the Portfolio paid $47,550 in
brokerage commissions to affiliates of the Portfolio and $7,885 in fees to the
Distributor in connection with repurchase transactions. The former total
represented 11% of the Portfolio's aggregate brokerage commissions paid during
that year.
5% Shareholders. As of March 7, 1995, the following persons were the only
persons who were record owners or to the knowledge of the Trust beneficial
owners of 5% or more of shares of the Portfolio. The Trust believes that most
of the shares referred to above were held by the below persons in accounts for
their fiduciary, agency or custodial customers.
<TABLE>
<CAPTION>
NUMBER
SHAREHOLDER OF SHARES % OWNERSHIP
----------- ------------- -----------
<S> <C> <C>
First Hawaiian Bank 1,078,361.687 5.72%
Financial Management Group
P.O. Box 3200
Honolulu, HI 96847
Valle 1,777,872.194 9.43%
c/o Marshall & Iisley
1000 North Water Street TRII
Milwaukee, WI 53202
Eagle Trust Company 6,402,220.673 33.95%
Attn: Jacqueline Esposito
680 E. Swedesford Road
Wayne, PA 19087
</TABLE>
The Trust, Trustees and officers do not beneficially own more than 1% of
shares of the Portfolio.
Adjournment. In the event that sufficient votes in favor of the proposal set
forth in the Notice of the Special Meeting are not received by the time
scheduled for the meeting, the persons named as proxies may propose one or more
adjournments of the meeting for a period or periods of not more than 60 days in
the aggregate to permit further solicitation of proxies with respect to any of
such proposal. Any such adjournment will require the affirmative vote of a
majority of the votes cast on the question in person or by proxy at the session
of the meeting to be adjourned. The persons named as proxies will vote in favor
of such adjournment those proxies which they are entitled to vote in favor of
such proposals. They will vote against any such adjournment those proxies
required to be voted against any such proposals. The costs of any such
additional solicitation and of any adjourned session will be borne by Pilgrim
Baxter.
Required Vote. Approval of the Investment Advisory Agreement requires the
affirmative vote of a majority of the outstanding shares of the Portfolio. As
defined in the 1940 Act, "majority of the outstanding shares" means the vote of
(i) 67% or more of the Portfolio's outstanding shares present at a meeting, if
the holders of more than 50% of the outstanding shares of the Portfolio are
present or represented by proxy, or (ii) more than 50% of the Portfolio's
outstanding shares, whichever is less.
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Abstentions and "broker non-votes" will not be counted for or against any
proposal to which they relate, but will be counted for purposes of determining
whether a quorum is present. Abstentions will be counted as votes present for
purposes of determining a "majority of the outstanding voting securities"
present at the Meeting, and will therefore have the effect of counting against
the proposal to which they relate.
Shareholder Proposals. The Trust does not hold annual Shareholder Meetings.
Shareholders wishing to submit proposals for inclusion in a proxy statement for
a subsequent meeting should send their written proposals to the Secretary of
the Trust c/o SEI Corporation, Legal Department, 680 E. Swedesford Road, Wayne,
PA 19087-1658.
Reports to Shareholders. The Trust will furnish, without charge, a copy of
the most recent Annual Report to Shareholders of the Trust and the most recent
Semi-Annual Report succeeding such Annual Report, if any, on request. Request
should be directed to the Trust at 680 E. Swedesford Road Wayne, PA 19087-1658
or by calling 1-800-342-5734.
Other Matters. The Trustees know of no other business to be brought before
the meeting. However, if any other matters properly come before the meeting, it
is their intention that proxies which do not contain specific restrictions to
the contrary will be voted on such matters in accordance with the judgment of
the persons named in the enclosed form of proxy.
-----------------
SHAREHOLDERS ARE URGED TO COMPLETE, SIGN AND DATE THE ENCLOSED PROXY AND
RETURN IT PROMPTLY.
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Exhibit A
INVESTMENT ADVISORY AGREEMENT
AGREEMENT made this day of , 1995, by and between SEI Institutional
Managed Trust, a Massachusetts business trust (the "Trust"), and Pilgrim Baxter
& Associates, Ltd., (the "Adviser").
WHEREAS, the Trust is an open-end, diversified management investment company
registered under the Investment Company Act of 1940, as amended, consisting of
several series of shares, each having its own investment policies; and
WHEREAS, the Trust has retained SEI Financial Management Corporation (the
"Administrator") to provide administration of the Trust's operations, subject
to the control of the Board of Trustees;
WHEREAS, the Trust desires to retain the Adviser to render investment
management services with respect to its Small Cap Growth Portfolio and such
other portfolios as the Trust and the Adviser may agree upon (the
"Portfolios"), and the Adviser is willing to render such services:
NOW, THEREFORE, in consideration of mutual covenants herein contained, the
parties hereto agree as follows:
1. DUTIES OF ADVISER. The Trust employs the Adviser to manage the investment
and reinvestment of the assets, and to continuously review, supervise, and
administer the investment program of the Portfolios, to determine in its
discretion the securities to be purchased or sold, to provide the Administrator
and the Trust with records concerning the Adviser's activities which the Trust
is required to maintain, and to render regular reports to the Administrator and
to the Trust's Officers and Trustees concerning the Adviser's discharge of the
foregoing responsibilities. The Adviser shall discharge the foregoing
responsibilities subject to the control of the Board of Trustees of the Trust
and in compliance with such policies as the Trustees may from time to time
establish, and in compliance with the objectives, policies, and limitations for
each such Portfolio set forth in the Trust's prospectus and statement of
additional information as amended from time to time, and applicable laws and
regulations. The Adviser accepts such employment and agrees, at its own
expense, to render the services and to provide the office space, furnishings
and equipment and the personnel required by it to perform the services on the
terms and for the compensation provided herein.
2. PORTFOLIO TRANSACTIONS. The Adviser is authorized to select the brokers or
dealers that will execute the purchases and sales of portfolio securities for
the Portfolios and is directed to use its best efforts to obtain the best net
results as described in the Trust's prospectus and statement of additional
information from time to time. The Adviser will promptly communicate to the
Administrator and to the officers and the Trustees of the Trust such
information relating to portfolio transactions as they may reasonably request.
3. COMPENSATION OF THE ADVISER. For the services to be rendered by the
Adviser as provided in Sections 1 and 2 of this Agreement, the Trust shall pay
to the Adviser compensation at the rate specified
E-1
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in the Schedule(s) which are attached hereto and made a part of this Agreement.
Such compensation shall be paid to the Adviser at the end of each month, and
calculated by applying a daily rate, based on the annual percentage rates as
specified in the attached Schedule(s), to the assets of the portfolio. The fee
shall be based on the average daily net assets for the month involved.
4. OTHER SERVICES. At the request of the Trust or the Manager, the Adviser in
its discretion may make available to the Trust, office facilities, equipment,
personnel, and services shall be provided for or rendered by the Adviser and
billed to the Trust or the Manager at a price to be agreed upon by the Trust or
the Manager.
5. REPORTS. The Trust agrees to furnish to the Adviser, if applicable,
current prospectuses, proxy statements, reports to shareholders, certified
copies of its financial statements, and such other information with regard to
their affairs as each may reasonably request. The Adviser agrees to furnish to
the Trust such information which the Adviser makes available to the public
including certified financial statements.
6. STATUS OF ADVISER. The services of the Adviser to the Trust are not to be
deemed exclusive, and the Adviser shall be free to render similar services to
others so long as its services to the Trust are not impaired thereby. The
Adviser shall be deemed to be an independent contractor and shall, unless
otherwise expressly provided or authorized, have no authority to act for or
represent the Trust in any way or otherwise be deemed an agent of the Trust.
7. CERTAIN RECORDS. Any records required to be maintained and preserved
pursuant to the provisions of Rule 31a-1 and Rule 31a-2 promulgated under the
Investment Company Act of 1940 which are prepared or maintained by the Adviser
on behalf of the Trust are the property of the Trust and will be surrendered
promptly to the Trust on request.
8. LIABILITY OF ADVISER. No provision of the Agreement shall be deemed to
protect the Adviser against any liability to the Trust or its shareholders to
which it might otherwise be subject by reason of any willful misfeasance, bad
faith or gross negligence in the performance of its duties or reckless
disregard of its obligations under this Agreement.
9. PERMISSIBLE INTERESTS. To the extent permitted by law, trustees, agents,
and shareholders of the Trust are or may be interested in the Adviser (or any
successor thereof) as directors, partners, officers, or shareholders, or
otherwise; directors, partners, officers, agents, and shareholders of the
Adviser are or may be interested in the Trust as Trustees, shareholders or
otherwise; and the Adviser (or any successor) is or may be interested in the
Trust as a shareholder or otherwise; provided that all such interests shall be
fully disclosed between the parties on an ongoing basis and in the Trust's
registration statement as required by law.
10. DURATION AND TERMINATION. This Agreement, unless sooner terminated as
provided herein, shall remain in effect for two years, after its initial
approval as to the Portfolio, and thereafter, for periods of one year so long
as such continuance thereafter is specifically approved at least annually (a)
by the vote of a majority of those Trustees of the Trust who are not parties to
this Agreement or interested persons of any such party, cast in person at a
meeting called for the purpose of voting on
E-2
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such approval, and (b) by the Trustees of the Trust or by vote of a majority of
the outstanding voting securities of each Portfolio; provided, however, that if
the shareholders of any Portfolio fail to approve the Agreement as provided
herein, the Adviser may continue to serve hereunder in the manner and to the
extent permitted by the Investment Company Act of 1940 and rules and
regulations thereunder. The foregoing requirement that continuance of this
Agreement be "specifically approved at least annually" shall be construed in a
manner consistent with the Investment Company Act of 1940 and the rules and
regulations thereunder.
This Agreement may be terminated as to any Portfolio at any time, without the
payment of any penalty by vote of a majority of the Trustees of the Trust or by
vote of a majority of the outstanding voting securities of the Portfolio on not
less than 30 days nor more than 60 days written notice to the Adviser, or by
the Adviser at any time without the payment of any penalty, on 90 days written
notice to the Trust. This Agreement will automatically and immediately
terminate in the event of its assignment. Any notice under this Agreement shall
be given in writing, addressed and delivered, or mailed postpaid, to the other
party at any office of such party.
As used in this Section 11, the terms "assignment", "interested persons", and
a "vote of a majority of the outstanding voting securities" shall have the
respective meanings set forth in the Investment Company Act of 1940 and the
rules and regulations thereunder; subject to such exemptions as may be granted
by the Securities and Exchange Commission under said Act.
11. NOTICE. Any notice required to be given to the Adviser by the Trust
pursuant to the terms of this Agreement regarding (i) the termination of this
Agreement, (ii) changes in investment objectives, or (iii) changes in portfolio
transaction practices shall be deemed to have been given if provided in writing
(including by telecopy or similar hard copy reproduction) and delivered to:
1255 Drummers Lane, Suite 300, Wayne, PA 19087.
12. SEVERABILITY. If any provision of this Agreement shall be held or made
invalid by a court decision, statute, rule or otherwise, the remainder of this
Agreement shall not be affected thereby.
A copy of the Declaration of Trust of the Trust is on file with the Secretary
of The Commonwealth of Massachusetts, and notice is hereby given that this
instrument is executed on behalf of the Trustees of the Trust as Trustees, and
are not binding upon any of the Trustees, officers, or shareholders of the
Trust individually but binding only upon the assets and property of the Trust.
The Adviser shall look only to the assets of the Portfolio with respect to
which it provides investment management services for satisfaction of any claims
against the Portfolio.
IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be
executed as of the day and year first written above.
SEI Institutional Managed Trust Pilgrim Baxter & Associates, Ltd.
By: ____________________________________ By: _______________________________
Attest: ________________________________ Attest: ___________________________
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<PAGE>
SCHEDULE A
TO THE
INVESTMENT ADVISORY AGREEMENT
BETWEEN
SEI INSTITUTIONAL MANAGED TRUST
AND
PILGRIM BAXTER & ASSOCIATES, LTD.
Pursuant to Article 3, the Trust shall pay the Adviser compensation at an
annual rate as follows:
Small Cap Growth Portfolio .50% of assets under management
E-4
<PAGE>
SEI INSTITUTIONAL MANAGED TRUST
Small Cap Growth Portfolio
Special Meeting of the Shareholders
THIS PROXY IS SOLICITED BY THE BOARD OF TRUSTEES
AND WILL BE VOTED "FOR" THE PROPOSALS
UNLESS OTHERWISE INDICATED
The undersigned Shareholder(s) of the Small Cap Growth Portfolio (the
"Portfolio"), of SEI Institutional Managed Trust (the "Trust") hereby appoint
David G. Lee and Robert B. Carroll, and each of them, as proxies of the
undersigned, with full power of substitution, to vote at a Special Meeting of
Shareholders of the Portfolios, to be held in the offices of SEI Financial
Management Corporation, 680 E. Swedesford Road, Wayne, Pennsylvania 19087-1658,
on Monday, April 24, 1995 at 10:00 a.m., and at any and all adjournments
thereof, upon all shares of beneficial interest of said Trust in respect of
which the undersigned will be entitled to vote, with all powers the undersigned
would possess if personally present, and especially to vote with respect to:
THE BOARD OF TRUSTEES OF THE TRUST RECOMMENDS THAT SHAREHOLDERS VOTE "FOR" THE
APPROVAL OF THE FOLLOWING PROPOSAL:
I. Proposal to approve a new investment advisory agreement between the
Portfolio, on behalf of the Portfolio, and PB Newco, Inc., a Delaware
corporation ("PB Newco") and a wholly-owned subsidiary of United Asset
Management Corporation ("UAM"), pursuant to which PB Newco will act as
adviser with respect to the assets of the Portfolio, effective upon the
acquisition of substantially all of the assets of Pilgrim Baxter &
Associates, Ltd. ("Pilgrim Baxter"), the existing adviser, by UAM.
____ For ____ Against ____ Abstain
II. In their discretion, the proxies are authorized to vote upon such other
business as may properly come before the meeting.
____ For ____ Against ____ Abstain
<PAGE>
This proxy, when properly executed, will be voted in the manner directed herein
by the undersigned Shareholder. Receipt of Notice of Special Meeting and Proxy
Statement is hereby acknowledged.
Dated:_________________, 1995 ____________________________
Signature of Shareholder
________________________________
Signature (Joint owners)
Please sign name or names exactly as printed above to authorize the voting of
your shares as indicated above. Where shares are registered with joint owners,
all joint owners should sign. When signing as attorney, executor,
administrator, trustee or guardian, please give full title as such. If a
corporation, please sign in full corporate name by President or other authorized
officer and give your full title. If a partnership, please sign in partnership
name-by authorized person.
PLEASE COMPLETE, SIGN, DATE AND RETURN THIS PROXY PROMPTLY USING THE ENCLOSED
ENVELOPE.
