<PAGE>
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a)
of the Securities Exchange Act of 1934
[ X ] Filed by the Registrant
[ ] 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 Rule 14a-
6(e)(2))
[ X ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to (S)240.14a-11(c) or (S)240.14a-12
SEI Institutional Managed Trust
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(Exact name of registrant as specified in its charter)
SEI Institutional Managed Trust
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(Name of Person(s) Filing Proxy Statement)
Payment of Filing Fee (Check the appropriate box):
[ X ] $125 FILING FEE PAID PREVIOUSLY WITH THE PRELIMINARY FILING ON JANUARY 29,
1996 (FILE NOS. 33-9504 and 811-4878)
[ ] $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: /1/
-------------------------------------------------------------
4) Proposed maximum aggregate value of transaction:
-------------------------------------------------------------
5) Total fee paid:
-------------------------------------------------------------
[ ] 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) Dated Filed:
-------------------------------------------------------------
- --------------------
/1/ Set forth the amount on which the filing fee is calculated and state how it
was determined.
<PAGE>
LARGE CAP VALUE PORTFOLIO
EQUITY INCOME PORTFOLIO
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IMPORTANT SHAREHOLDER INFORMATION
---------------------------------------------------------------------
The document you hold in your hands contains your proxy statement
and proxy card. A proxy card is, in essence, a ballot. When you
vote your proxy card, it tells us how to vote on your behalf on
important issues relating to your Portfolio. Each proxy card may be
completed by checking a single box and voting for or against all of
the proposals relating to your Portfolio, or you may vote on each
proposal relating to your Portfolio separately. If you simply sign
the proxy card without specifying a vote, your shares will be voted
in accordance with the recommendations of the Board of Trustees.
You will receive one proxy card for each Portfolio in which you own
shares.
We urge you to spend a few minutes with the proxy statement, fill
out your proxy card, and return it to us. Voting your proxy, and
doing so promptly, ensures that your Portfolio will not need to
conduct additional mailings. When shareholders do not return their
proxies in sufficient numbers, we have to make follow-up
solicitations, which may cost your Portfolio money.
Please take a few moments to exercise your right to vote. Thank
you.
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SEI INSTITUTIONAL MANAGED TRUST
<PAGE>
SEI INSTITUTIONAL MANAGED TRUST
Large Cap Value Portfolio
Equity Income Portfolio
Dear Shareholder,
A Shareholder Meeting (the "Meeting") of the Large Cap Value and Equity Income
Portfolios of SEI Institutional Managed Trust (the "Trust") has been scheduled
for Wednesday, March 20, 1996. If you were a shareholder of record as of the
close of business on January 29, 1996, you are entitled to vote at the Meeting
or any adjournment of the Meeting.
This meeting is being called because the planned combination of The Bank of
California, N.A. and Union Bank to form Union Bank of California ("UBOC")
makes it necessary to have the shareholders of the Large Cap Value and Equity
Income Portfolios each approve a new investment sub-advisory agreement with
UBOC to replace the current investment sub-advisory agreement. The current
sub-advisory agreement is with The Bank of California, N.A., which will be
renamed UBOC as a result of the proposed transaction.
While you are, of course, welcome to join us at the Meeting, most shareholders
cast their votes by filling out and signing the enclosed proxy card. Whether
or not you plan to attend the meeting, we need your vote. Please mark, sign,
and date the enclosed proxy card and return it promptly in the enclosed,
postage-paid envelope so that the maximum number of shares may be voted.
The attached proxy statement is designed to give you information relating to
the proposals on which you will be asked to consider and vote. We encourage
you to support the Trustees' recommendations. The proposals described in the
proxy statement relate to the following matters:
1. To approve the selection of Union Bank of California ("UBOC") as
investment sub-adviser to the Trust's Large Cap Value Portfolio and to
approve a new investment sub-advisory agreement between SEI Financial
Management Corporation ("SFM"), the investment adviser to the Portfolio,
and UBOC relating to the Portfolio.
2. To approve the selection of UBOC as investment sub-adviser to the Trust's
Equity Income Portfolio and to approve a new investment sub-advisory
agreement between SFM, the investment adviser to the Portfolio, and UBOC
relating to Portfolio.
Your vote is important to us. Please do not hesitate to call 1-800-DIAL SEI
if you have any questions about the proposals under consideration. Thank you
for taking the time to consider these important proposals and for your
investment in the SEI Funds.
Sincerely,
David G. Lee
President and Chief Executive Officer
SEI Institutional Managed Trust
<PAGE>
SEI INSTITUTIONAL MANAGED TRUST
2 OLIVER STREET
BOSTON, MASSACHUSETTS 02109
Notice of Special Meeting of Shareholders
March 20, 1996
Notice is hereby given that a Special Meeting of Shareholders (the
"Meeting") of the Large Cap Value and Equity Income Portfolios (each a
"Portfolio" and, together, the "Portfolios") of SEI Institutional Managed
Trust (the "Trust") will be held at the offices of SEI Financial Management
Corporation ("SFM"), 680 East Swedesford Road, Wayne, Pennsylvania 19087-1658,
on Wednesday, March 20, 1996, at 3:30 p.m., Eastern time.
At the Meeting, shareholders of the Large Cap Value and Equity Income
Portfolios will be asked to consider and act on the proposed sub-advisory
agreement with the successor entity to the Portfolios' current sub-adviser,
and on other matters detailed below (the "Proposals"). The specifics of these
Proposals, which are more fully described in the attached Proxy Statement, are
as follows:
1. To approve the selection of Union Bank of California ("UBOC") as
investment sub-adviser to the Trust's Large Cap Value Portfolio, and to
approve a new investment sub-advisory agreement between SEI Financial
Management Corporation ("SFM"), the investment adviser to the Portfolio,
and UBOC relating to the Portfolio.
2. To approve the selection of UBOC as investment sub-adviser to the Trust's
Equity Income Portfolio and, to approve a new investment sub-advisory
agreement between SFM, the investment adviser to the Portfolio, and UBOC
relating to the Portfolio.
In accordance with their own discretion, the proxies are authorized to
vote on such other business as may properly come before the Meeting.
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 card and return it promptly in the enclosed,
postage-paid 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 January 29, 1996, are
entitled to notice of and to vote at the Meeting or any adjournment thereof.
February 8, 1996
PROMPT EXECUTION AND RETURN OF THE ENCLOSED PROXY CARD IS REQUESTED.
A SELF-ADDRESSED, POSTAGE-PAID ENVELOPE IS ENCLOSED FOR YOUR CONVENIENCE.
<PAGE>
PRELIMINARY COPY
SEI INSTITUTIONAL MANAGED TRUST
2 OLIVER STREET
BOSTON, MA 02109
PROXY STATEMENT
Special Meeting of Shareholders
March 20, 1996
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 Large Cap Value and Equity Income Portfolios (each a
"Portfolio" and, together, the "Portfolios") for use at the Special Meeting of
Shareholders to be held at the offices of SEI Financial Management Corporation
("SFM"), 680 East Swedesford Road, Wayne, Pennsylvania 19087-1658, on
Wednesday March 20, 1996, at 3:30 p.m., Eastern time, and at any adjourned
session thereof (such meeting and any adjournment thereof are hereinafter
referred to as the "Meeting"). Shareholders of the Large Cap Value and Equity
Income Portfolios of the Trust of record at the close of business on January
29, 1996, are entitled to vote at the Meeting ("Shareholders"). The table
below sets forth the approximate number of units of beneficial interest
("shares") issued and outstanding for each Portfolio being solicited by this
Proxy Statement:
Shares Outstanding
Portfolio As of January 29, 1996
--------- ----------------------
Large Cap Value 30,941,588.696
Equity Income 15,661,222.571
Each share is entitled to one vote and each fractional share is entitled to a
proportionate fractional vote on each matter as to which such shares are to be
voted at the Meeting. Shareholders of each class of each Portfolio will vote
together on each Proposal relating to their Portfolio.
In addition to the solicitation of proxies by mail, Trustees and officers of
the Trust and officers and employees of SFM, the Manager and Shareholder
Servicing Agent for the Trust, 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 The Bank of
California, N.A. The proxy card and this Proxy Statement are being mailed to
Shareholders on or about February 9, 1996.
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 East Swedesford Road, Wayne, Pennsylvania 19087-1658, by properly
executing a later-dated proxy, or by attending the Meeting and voting in
person.
INTRODUCTION
The Trust is organized as a Massachusetts business trust and is not required
to hold annual meetings of Shareholders. This Meeting is a special meeting
and is being called in order to permit the Shareholders of the Large Cap Value
and Equity Income Portfolios of the Trust to vote on the approval of a new
investment sub-advisory agreement with the successor entity to the Portfolios'
current sub-adviser. This new agreement
<PAGE>
is required by law to replace the one that will terminate upon the mergers of
both the Portfolios' sub-adviser and the parent company of the Portfolios'
current sub-adviser (the "Mergers"), as described below.
This Proxy Statement solicits votes on proposals affecting more than one
Portfolio, as set forth below. Shareholders may vote only on those proposals
affecting the Portfolio(s) of which they are Shareholders. The table below
sets forth the specifics of each Proposal, and indicates the Portfolio
affected by each:
<TABLE>
<CAPTION>
================================================================================
Proposal Portfolio - All Classes
-------- -----------------------
- --------------------------------------------------------------------------------
<S> <C>
1. To approve the selection of Union Bank of Large Cap Value Portfolio
California ("UBOC") as investment sub-adviser to
the Trust's Large Cap Value Portfolio, and to
approve a new investment sub-advisory agreement
between SEI Financial Management Corporation
("SFM"), the investment adviser to the Portfolio,
and UBOC.
- --------------------------------------------------------------------------------
2. To approve the selection of UBOC as Equity Income Portfolio
investment sub-adviser to the Trust's Equity
Income Portfolio and to approve a new investment
sub-advisory agreement between SFM, the
investment adviser to the Portfolio, and UBOC.
===============================================================================
</TABLE>
The Proposed Transaction
Acting through its division, MERUS Capital Management ("MERUS"), The Bank of
California, N.A. (the "Bank of California"), which is, directly or indirectly,
a subsidiary of The Mitsubishi Bank Limited ("Mitsubishi"), currently serves
as the investment sub-adviser to the Large Cap Value and Equity Income
Portfolios.
Mitsubishi and The Bank of Tokyo, Ltd. (the "Bank of Tokyo") have announced
their intention to merge. The terms of the proposed transaction provide that
(i) Mitsubishi and the Bank of Tokyo will engage in a merger transaction in
which Mitsubishi will be the surviving entity and will change its name to The
Bank of Tokyo-Mitsubishi, Ltd. ("BTM"), and (ii) as soon as practicable
thereafter, the California bank subsidiaries of the Bank of Tokyo and
Mitsubishi, Union Bank ("Union") and the Bank of California, respectively,
will combine to become Union Bank of California, N.A. ("UBOC").
The combination of the California banking subsidiaries of the Bank of Tokyo
and Mitsubishi will be accomplished pursuant to an Agreement and Plan of
Reorganization (the "Reorganization Agreement") among Union, the Bank of
California and BanCal Tri-State Corporation (a subsidiary of Mitsubishi), a
related Plan of Merger (the "Merger Agreement"), and a Purchase and Assumption
Agreement (the "Purchase Agreement") between Union and the Bank of California,
each dated as of September 27, 1995, pursuant to which Union will transfer
substantially all of its banking business and other assets to the Bank of
California in exchange for the Bank of California's assumption of
substantially all of the liabilities of Union and the issuance by the Bank of
California to Union of 26,117,714 shares of common stock, $15.00 par value.
In a practical sense, the transactions under the Reorganization Agreement, the
Merger Agreement and the Purchase Agreement will be effected as a single,
integrated transaction. The consummation of the Mergers is currently expected
to occur on or about April 1, 1996 (the "Closing Date").
2
<PAGE>
Following the transactions described above, the combined bank will be renamed
Union Bank of California, N.A. (referred to herein as UBOC). UBOC will
succeed by operation of law to all rights, obligations, properties, assets,
investments, deposits, demands, and agreements covered by the Purchase
Agreement, and to all properties, assets, investments, agreements, rights, and
obligations of Union under all fiduciary or representative capacities (e.g.,
----
trusts and executorships). After this transfer to UBOC of substantially all
its banking business, Union will voluntarily relinquish its California banking
license and its federal deposit insurance and will be strictly a bank holding
company for UBOC and its non-bank subsidiaries and will be renamed Union
BanCal Corporation ("UBCC"). As a result of the Mergers, Union will become
part of UBOC.
Immediately following the combination of the California subsidiaries, UBCC
will own approximately 94% of the outstanding shares of common stock of UBOC.
BTM will own approximately 81% of the issued and outstanding UBCC common
stock. In addition to its indirect ownership of UBOC through its ownership of
81% of UBCC common stock, BTM will also own directly approximately 6% of the
common stock of UBOC. As a consequence, both UBCC and BTM will be deemed to
control UBOC for purposes of the Investment Company Act of 1940, as amended
(the "1940 Act").
One or more of the foregoing transactions will constitute an "assignment" of
the existing investment sub-advisory agreement between the Trust and the Bank
of California, under the 1940 Act. Under the 1940 Act, an "assignment"
results in the automatic termination of each Portfolio's investment sub-
advisory agreement (the "Existing Sub-Advisory Agreement"), effective at the
time of the transaction(s). Accordingly, Shareholders of each Portfolio are
being asked to approve a new investment sub-advisory agreement (the "New Sub-
Advisory Agreement") to take effect at the time of the Mergers, in order to
avoid any interruption in the provision of advisory services to that
Portfolio. The New Sub-Advisory Agreement will be dated the later of (i) the
date of its approval by Shareholders of each Portfolio or (ii) the date of the
consummation of the Mergers.
The Proposals set forth in this Proxy Statement relate to the New Sub-Advisory
Agreement. The terms of the New Sub-Advisory Agreement are identical to those
of the Existing Sub-Advisory Agreement with respect to duties, fees and the
standard of care.
Trustees' Considerations Regarding the Proposed Transaction and the New
Agreement
Consummation of the Mergers is subject to the satisfaction of certain
conditions, including the receipt of all necessary regulatory approvals.
Approval of the Mergers by the shareholders of Union and the Bank of
California is being solicited. Shareholders of the Portfolios are not being
asked to vote on the Mergers. The Merger Agreements may be terminated and the
Mergers abandoned at any time prior to the Closing Date by the mutual consent
of the parties or upon the occurrence of other events specified in the Merger
Agreements. Completion of the Mergers will occur as soon as practicable after
satisfaction (or waiver) of the applicable conditions, which the parties
anticipate will occur by April 1, 1996.
If the conditions are not met and the Mergers are not completed, the Existing
Sub-Advisory Agreement will remain in effect. If the New Sub-Advisory
Agreement is approved by Shareholders and the Mergers are thereafter
consummated, the New Sub-Advisory Agreement will be executed and become
effective on the Closing Date. In the event the Mergers are not consummated,
each Existing Sub-Advisory Agreement will continue in accordance with its
terms. In the event the Mergers are consummated and the New Sub-Advisory
Agreement is not approved, the Board of Trustees will consider what further
actions should be taken.
Section 15(f) of the 1940 Act provides that when a change in the control of an
investment adviser occurs, the investment adviser or any of its affiliated
persons may receive any amount or benefit in connection therewith
3
<PAGE>
as long as two conditions are satisfied. First, no "unfair burden" may be
imposed on the investment company as a result of the transaction relating to
the change of control, or any express or implied terms, conditions or
understandings applicable thereto. The term "unfair burden," as defined in
the 1940 Act, includes any arrangement during the two-year period after the
change in control whereby the investment adviser (or predecessor or successor
adviser), or any interested person of any such adviser, receives or is
entitled to receive any compensation, directly or indirectly, from the
investment company or its security holders (other than fees for bona fide
investment advisory or other services) or from any person in connection with
the purchase or sale of securities or other property to, from, or on behalf of
the investment company (other than fees for bona fide principal underwriting
services). No such compensation arrangements are contemplated in connection
with the Mergers. The second condition is that, during the three-year period
immediately following consummation of the transaction, at least 75% of the
investment company's board of directors must not be "interested persons" of
UBOC or the Bank of California within the meaning of the 1940 Act.
The majority of the members of the Board of Trustees of the Trust is not and
will not be comprised of interested persons of the Bank of California or UBOC.
Additionally, the Board of Trustees received assurances from the Bank of
California that no "unfair burden" will be imposed on the Portfolios as a
result of the Mergers. After careful review and consideration, the Trust's
Board of Trustees has concluded that the Mergers will provide significant
value to the Portfolios' Shareholders and will enable them to participate in
the expanded opportunities for growth that the Mergers will make possible.
The Trustees of the Trust, including the Trustees who are non-interested
persons, as defined in the 1940 Act, unanimously approved the New Sub-Advisory
Agreement, subject to Shareholder approval, in person at a meeting held on
December 5, 1995, and have directed that it be submitted to the Shareholders
of the Portfolios for their approval. The Board of Trustees believes that the
terms of the New Sub-Advisory Agreement are fair to, and in the best interest
of, the Trust, each Portfolio, and the Shareholders. The Board of Trustees,
including all of the non-interested Trustees, recommends approval by
Shareholders of the New Sub-Advisory Agreement.
In making this recommendation, the Trustees carefully evaluated the experience
of the Bank of California's key personnel and a number of related factors,
including: (1) the performance of the Portfolios since commencement of
operations; (2) the nature and quality of the services expected to be rendered
to the Portfolios by UBOC; (3) the distinct investment objectives and policies
of the Portfolios; (4) the compensation payable to UBOC by the Portfolios
under the New Sub-Advisory Agreement; (5) the terms of the Existing Sub-
Advisory Agreement; (6) the history, reputation, qualification and background
of the Bank of California, as well as the qualifications of its personnel and
its respective financial conditions; (7) the commitment of the parties to the
Merger Agreement to pay or reimburse the Trust for the expenses of the Trust
incurred in connection with this solicitation; (8) the benefits expected to be
realized as a result of the combination of Union and the Bank of California;
and (9) other factors deemed relevant.
In connection with their recommendation to Shareholders to vote for the New
Sub-Advisory Agreement, the Trustees were advised by the Bank of California
that while it is unable to predict whether changes ultimately will be
recommended which would materially impact the Portfolios' operations or when
such changes, if recommended, would be proposed, no significant changes in the
persons currently responsible for providing investment advice to the
Portfolios currently are planned to be made by UBOC following consummation of
the Mergers. It is expected that, following the Mergers, there will be no
dilution in the scope and quality of sub-advisory services provided to the
Portfolios, many of the same persons who are presently responsible for the
Portfolios' investment policies will continue to direct the Portfolios'
investment policies at UBOC, and there will be no disruption of advisory
services provided to the Portfolios. The Bank of California also advised the
Trustees that it intends to examine all mutual fund activities of UBOC
subsequent to consummation of the Mergers, and that the Trust would be
informed of any conclusions or recommendations for action involving the Trust.
4
<PAGE>
PROPOSAL 1 and 2: APPROVAL OF THE SELECTION OF UBOC AS INVESTMENT SUB-ADVISER
TO THE TRUST'S LARGE CAP VALUE AND EQUITY INCOME PORTFOLIOS
AND APPROVAL OF THE RELATED NEW INVESTMENT SUB-ADVISORY
AGREEMENTS BETWEEN SFM, THE INVESTMENT ADVISER TO EACH
PORTFOLIO, AND UBOC.
The Board of Trustees is recommending that Shareholders of each of the Large
Cap Value Portfolio and Equity Income Portfolio approve the selection of UBOC
to serve as investment sub-adviser to that Portfolio after the Mergers, and
approve the New Sub-Advisory Agreements between SFM and UBOC. Other than the
change in the identity of the sub-adviser from MERUS, a division of the Bank
of California, to UBOC, and the effective and termination dates, there are no
material differences between the Existing and New Sub-Advisory Agreement. The
Trustees believe that approval of the New Sub-Advisory Agreement with UBOC
will provide each Portfolio with continuity of investment management services,
and is in the best interest of the Shareholders of each Portfolio.
Description of the Existing Sub-Advisory Agreement Between SFM and the Bank of
California and the New Sub-Advisory Agreement Between SFM and UBOC
The Bank of California, acting through MERUS, currently serves as the sub-
adviser to each of the Large Cap Value and Equity Income Portfolios pursuant
to the Existing Sub-Advisory Agreement. Under the Existing Sub-Advisory
Agreement, MERUS makes the day-to-day investment decisions for the assets of
the Portfolios, subject to the supervision of, and policies established by,
SFM and the Trustees of the Trust. The Existing Sub-Advisory Agreement was
approved by Shareholders of the Large Cap Value Portfolio and Equity Income
Portfolio on July 10, 1995, when SFM replaced the Bank of California as
investment adviser and the Bank of California became investment sub-adviser to
each Portfolio. The form of the New Sub-Advisory Agreement between SFM and
UBOC is attached to this Proxy Statement as Exhibit A, and the description of
the New Sub-Advisory Agreement set forth in this Proxy Statement is qualified
in its entirety by reference to Exhibit A.
Under the Existing Sub-Advisory Agreement with the Bank of California, MERUS
shall not be liable for any error of judgment or mistake of law or for any
loss suffered by the Portfolios or any adviser in connection with the
performance of its obligations under the Agreement, except a loss resulting
from a breach of fiduciary duty with respect to compensation, or for a loss
resulting from MERUS' wilful misfeasance, bad faith or negligence in the
performance of its duties, or from reckless disregard of its obligations and
duties under the Agreement. UBOC will be subject to the same standard of care
under the New Sub-Advisory Agreement.
The continuance of the Existing Sub-Advisory Agreement must be specifically
approved at least annually (i) by the vote of a majority of the Trustees who
are not parties to the Agreement or "interested persons" of any party thereto,
cast in person at a meeting called for the purpose of voting on such approval,
and (ii) by the vote of the Trustees or a majority of outstanding shares of
the Portfolios, as defined in the 1940 Act. The Existing Sub-Advisory
Agreement will terminate automatically in the event of its assignment, and is
terminable at any time without penalty by the Portfolios on not less than 30
days, nor more than 60 days' written notice, or by MERUS or SFM on 90 days'
written notice to the Trust. The New Sub-Advisory Agreement's approval and
termination provisions are identical to those of the Existing Sub-Advisory
Agreement.
SFM pays MERUS a fee, which is calculated and paid monthly, based on an annual
rate of .20% of the average monthly market value of the assets of the Large
Cap Value Portfolio and .25% of the average monthly market value of the assets
of the Equity Income Portfolio. UBOC will receive the same fees under the New
Sub-Advisory Agreement.
5
<PAGE>
For the Trust's fiscal year ended September 30, 1995, MERUS received the
following fees from SFM:
<TABLE>
<CAPTION>
================================================================================
Portfolio Sub-Advisory Fees Paid
- --------------------------------------------------------------------------------
<S> <C>
Large Cap Value $ 90,000
- --------------------------------------------------------------------------------
Equity Income $146,000
================================================================================
</TABLE>
Information Regarding Mitsubishi and the Bank of California
Mitsubishi, with (Yen)52.71 trillion in assets and a 115-year history, is one
of the world's leading commercial banks. In Japan, Mitsubishi provides a
broad range of financial services to consumers and corporations. These
services are made available through a network of 346 banking offices located
primarily in the Tokyo and Osaka regions. Mitsubishi is also very active
overseas. The Mitsubishi Bank Group, an international network of 72 branches,
offices, and subsidiaries in 27 countries, serves its Japanese and foreign
clientele in such areas as corporate banking, project finance, trade finance,
and treasury and foreign exchange. The Mitsubishi Bank Group is engaged in a
variety of investment banking activities in the world's principal capital
markets. These activities include bond underwriting and dealing, developing
financial derivative products, and providing M&A and other financial advisory
services. Mitsubishi is one of Japan's most widely traded and broadly owned
corporations, with 46,994 registered shareholders as of March 31, 1995. Its
shares are listed in Japan on the Tokyo, Osaka, Kyoto, and Sapporo stock
exchanges and overseas on the New York, London, Paris, Zurich, Geneva, and
Basel stock exchanges.
The Bank of California has operated in California since 1864. With total
assets of approximately $7.9 billion as of September 30, 1995, the Bank of
California offers full banking and fiduciary services and was ranked as the
sixth largest bank in California in terms of total assets as of that date. At
September 30, 1995, Bank of California maintained 46 banking offices in
California, Oregon and Washington and six branches and six representative
offices in foreign countries and an international banking subsidiary in New
York.
The Bank of California's principal executive offices are located at 400
California Street, San Francisco, California 94104.
MERUS also serves as investment adviser or sub-adviser to the following
investment companies with investment objectives similar to those of the
Portfolios. The net assets of such investment companies, and the fee payable
by each, are set forth below:
<TABLE>
<CAPTION>
Net Assets
Name of Investment Company (as of 12/31/95) Fee Payable*
- -------------------------- ---------------- ------------
<S> <C> <C>
HighMark Diversified $388,376,251.87 Schedule A
HighMark U.S. Government $204,707,705.32 Schedule A
HighMark 100% Treasury $305,532,344.65 Schedule A
HighMark Tax-Free $ 42,850,601.10 Schedule A
HighMark California Tax-Free $162,855,196.96 Schedule A
HighMark Balanced $ 33,072,326.47 Schedule B
HighMark Bond $ 63,954,606.63 Schedule B
</TABLE>
6
<PAGE>
<TABLE>
<S> <C> <C>
HighMark Government Bond $ 4,663,691.25 Schedule B
HighMark Growth $ 33,595,959.65 Schedule B
HighMark Income Equity $259,871,923.88 Schedule B
HighMark Income & Growth $ 6,059,521.16 Schedule B
</TABLE>
*Excluding Fee Waivers
Schedule A
----------
Annual rate of
0.40% of the first $500 million of average daily net assets,
0.35% of the next $500 million of average daily net assets, and
0.30% of the remaining average daily net assets.
Schedule B
----------
Annual rate of
1.0% of the first $40 million of average daily net assets and
0.60% of the remaining average daily net assets.
Listed below are the names and principal occupations of each director and the
principal executive officer of the Bank of California. The principal business
address of each of these directors and the principal executive officer, as it
relates to his or her duties at the Bank of California, is 400 California, San
Francisco, California 94104.
<TABLE>
<CAPTION>
Name Office or Title Principal Occupation
- ---- --------------- --------------------
<S> <C> <C>
Stanley F. Farrar, Esq. Director Partner, Sullivan & Cromwell
Roy A. Henderson Director Vice Chairman, Regional
Banking, the Bank of
California, N.A.
Vice Chairman, BanCal
Tri-State Corporation
Yasuyuki Hirai Director Chief Executive Officer,
Mitsubishi Bank, Limited
North American Headquarters
Kazuo Ibuki Director Chairman, The Mitsubishi
Bank, Limited
Raymond E. Miles Director Professor, Haas School of
Business, University of CA -
Berkeley
J. Fernando Niebla Director Chairman, Chief Executive
Officer, Infotec
Development, Inc.
Minoru Noda Director Vice Chairman, Credit &
Finance, the Bank of
California, N.A.
Vice Chairman, BanCal
Tri-State Corporation
</TABLE>
7
<PAGE>
<TABLE>
<S> <C> <C>
Hiroo Nozawa Director Chairman, President & CEO,
BanCal Tri-State Corporation
Chairman, President & CEO,
the Bank of California, N.A.
Carl W. Robertson, Esq. Director Managing Director, Warland
Investments Company
Charles "Red" Scott Director Chairman and Chief Executive
Officer, Leadership Centers
USA
Paul W. Steere, Esq. Director Bogle & Gates
Henry T. Swigert Director Chairman of Board, ESCO
Corporation
Peter R. Butcher Executive Executive Vice President and
Management Committee Chief Credit Officer
David W. Ehlers Executive Executive Vice President and
Management Committee Chief Financial Officer
Magan C. Patel Executive Executive Vice President,
Management Committee International Banking
Michael A. C. Spilsbury Executive Resources and Services
Management Committee
William R. Sweet Executive Wholesale Banking
Management Committee
</TABLE>
UBOC which will serve as investment sub-adviser to each Portfolio once the
Mergers have occurred, will be created by the combination of Union and the Bank
of California. Under the New Sub-Advisory Agreement, the day-to-day management
of each Portfolio will be provided by personnel employed by MERUS. Provided
that appropriate legal and regulatory approvals are obtained, UBOC will also
advise mutual funds currently advised by Union Capital Advisers, the asset
management division of Union Bank. UBOC will be headquartered at 350 California
Street, San Francisco, California 94104.
Listed below are the names and principal occupations of each of the persons
expected to be named as directors and the anticipated principal executive
officer of UBOC. The principal business address of each of these directors and
the principal executive officer, as it relates to his or her duties at UBOC,
will be 350 California Street, San Francisco, California 94104.
<TABLE>
<CAPTION>
Name Title Principal Occupation
- ---- ----- --------------------
<S> <C> <C>
Alexander D. Calhoun Director. A director of Of Counsel, Graham &
Union since 1968. James, Attorneys at
Law, since 1992. General
Partner, 3638 Washington
Associates.
Richard D. Farman Director. A director of President, Chief Operat-
Union since 1988. ing Officer and Director
of Pacific Enterprises
</TABLE>
8
<PAGE>
<TABLE>
<S> <C> <C>
since 1993. Former
Chief Executive Officer
Southern California Gas
Company, a subsidiary of
Pacific Enterprises.
Stanley F. Farrar Director. A director of Partner, Sullivan &
the Bank of California Cromwell since 1984.
since 1984.
Herman E. Gallegos Director. A director of Independent management
Union since 1988. consultant since 1982.
Former U.S. Public
Delegate to the 49th
United Nations General
Assembly, Chairman of
the Board, Gallegos
Institutional Investors
Corporation (retired).
Director of Pacific
Telesis Group and
Pacific Bell.
Jack L. Hancock Director. A director of Executive Vice President
Union since 1994 of Pacific Bell
(retired). Director of
Whittaker Corporation.
Richard C. Hartnack Vice Chairman of the Board Former Executive Vice
of UBOC. Vice Chairman of President of The First
the Union Board since 1991. National Bank of
Chicago.
Roy A. Henderson Vice Chairman of the Board Chairman of LoPresti
of UBOC. A director of Flight Concepts. Former
the Bank of California President and Chief
since 1993. Operating Officer of
Puget Sound Bank.
Harry W. Low Director. A director of Mediator/Arbitrator
Union since 1993. Judicial Arbitration &
Mediation Services, Inc.
since 1992. Presiding
Justice, State of
California Court of
Appeals, 1st District
(retired).
Mary S. Metz Director. A director of Dean of University
Union since 1988. Extension, University
of California, Berkeley
since 1991. President
</TABLE>
9
<PAGE>
<TABLE>
<S> <C> <C>
Emerita of Mills
College. Director of
Pacific Telesis Group,
Pacific Gas & Electric
Co. and Longs Drug
Stores.
Raymond E. Miles Director. A director of Professor, Haas School
the Bank of California of Business, University
since 1987. of California, Berkeley
since 1963.
J. Fernando Niebla Director. A director of Chairman and Chief
the Bank of California Executive Officer of
since 1994. Infotec Development,
Inc. since 1979.
Hiroo Nozawa Deputy Chairman of the Deputy Chairman of the
Board and Chief Operating Board and Chief Operat-
Officer Of UBOC. Chairman, ing Officer of UBOC.
President and Chief Chairman, President and
Executive Officer of the Chief Executive Officer
Bank of California since of The Bank of
1994. A director of California since 1994.
Mitsubishi since 1992 A director of Mitsubishi
and of the Bank since 1992 and of The Bank
of California since 1994. ofCalifornia since 1994.
Former Senior Officer of Former Senior Officer
Mitsubishi. of Mitsubishi.
Sidney R. Peterson Director. A director of Consultant and private
Union since 1988. investor since 1984.
Chairman and Chief
Executive Officer of
Getty Oil Company
(retired). Director
of Avery Dennison
Corporation, NICOR,
Inc., Global Natural
Resources, Inc. and
Group Technologies
Corporation.
Carl W. Robertson Director. A director of the Managing Director of
Bank of California since Warland Investments
1975. Company since 1985.
Charles R. Scott Director. A director of the Chairman and Chief
Bank of California since Executive Officer of
1990. Leadership Centers USA
since 1995. Former
President and Chief
</TABLE>
10
<PAGE>
<TABLE>
<S> <C> <C>
Executive Officer of
The Actava Group and
Intermark Inc. Vice
Chairman and Director
of Pier I Imports, Inc.
Paul W. Steere Director. A director of the Member, Bogle & Gates,
Bank of California since P.L.L.C. since 1966.
1981. Director of Accordia
Northwest, Inc., a
subsidiary of Accordia,
Inc.
Henry T. Swigert Director. A director of the Chairman of ESCO
Bank of California since Corporation since 1979.
1989.
Robert M. Walker Vice Chairman and Director Former Vice Chairman of
of UBOC. Vice Chairman of the Board and Chief
the Union Board since 1992. Credit Officer of Valley
National Bank of
Arizona.
Blenda J. Wilson Director. A director of President of California
Union since 1993. State University, North-
ridge since 1992. Former
Chancellor of the Uni-
versity of Michigan -
Dearborn.
Kanetaka Yoshida President and Chief President and Chief
Executive Officer and Executive Officer and
Director of UBOC. President Director of UBOC.
and Chief Executive Officer President and Chief
of Union since 1993. A Executive Officer of
director of both Union and Union since 1993. A
the Bank of Tokyo since director of both Union
1990. Former Vice Chairman and the Bank of Tokyo
of the Union Board and since 1990. Former
Chief Financial Officer Vice Chairman of the
of Union. Former Senior Union Board and Chief
Officer of the Bank of Financial Officer of
Tokyo. Union. Former Senior
Officer of the Bank of
Tokyo.
</TABLE>
THE TRUSTEES, INCLUDING ALL THE NON-INTERESTED TRUSTEES, RECOMMEND THAT EACH OF
THE SHAREHOLDERS OF THE LARGE CAP VALUE PORTFOLIO AND EQUITY INCOME PORTFOLIO
VOTE "FOR" THE NEW SUB-ADVISORY AGREEMENT BETWEEN SFM AND UBOC RELATING TO THEIR
PORT FOLIO.
11
<PAGE>
GENERAL INFORMATION ABOUT THE TRUST AND OTHER MATTERS
Distribution. SEI Financial Services Company ("SFS"), a wholly-owned
subsidiary of SEI Corporation, 680 East Swedesford Road, Wayne, Pennsylvania
19087-1658 ("SEI"), acts as the Distributor of the Trust's shares pursuant to a
Distribution Agreement dated January 22, 1987, between the Trust and SFS.
Portfolio Transactions. For the Trust's fiscal year ended September 30, 1995,
the Portfolios paid the following amounts in brokerage commissions to
affiliates.
<TABLE>
Total Brokerage Amount Paid To % Paid To
Portfolio Commissions SFS SFS
- --------- --------------- --- ---
<S> <C> <C> <C>
Large Cap Value $ 804,877 $ 115,823 14%
Equity Income $ 648,410 $ 33,725 5%
</TABLE>
- -----
5% Shareholders. As of January 29, 1996, the following persons were the only
persons who were, to the knowledge of the Trust, beneficial owners of 5% or more
of shares of a Portfolio voting at this Meeting.
<TABLE>
<CAPTION>
Name and Address of Percentage of
Portfolio Beneficial Owner Number of Shares Portfolio's Shares
- ----------- ---------------- ---------------- ------------------
<S> <C> <C> <C>
Large Cap Value SEI Trust Company 16,603,375.295 53.66%
Attn: Jacqueline Esposito
680 E. Swedesford Rd
Wayne PA 19087
Equity Income SEI Trust Company 1,788,059.982 11.42%
Attn: Jacqueline Esposito
680 E. Swedesford Rd
Wayne PA 19087
Garico 1,002,372.175 6.40%
c/o American Nat'l Bank
of Chicago
Attn: Wendy Kosek
Dept. 77 3272, Division 219
Chicago IL 60678-3272
Kaw & Co. Y Bank 1,682,612.696 10.75%
c/o One Valley Bank
Attn: Pam Taylor
P.O. Box 1793
One Valley Square
Charlestown WV 25326
West One Bank Idaho N.A. 1,026,084.382 6.55%
Attn: Tom Coleman
Trust Dept. Securities Clearance
P.O. Box 7938
Boise ID 83707
</TABLE>
As of January 29, 1996, the Trustees and officers of the Trust as a group
beneficially owned less than 1% of the shares of the Trust.
Adjournment. In the event that sufficient votes in favor of a 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 that
Proposal(s). 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 Proposal(s). They will vote against any such adjournment those proxies
required to be voted against any such Proposal(s). The costs of any such
additional solicitation and of any adjourned session will be borne by the Trust.
Required Vote. Approval of the Proposal with respect to each Portfolio requires
the affirmative vote of a majority of the outstanding shares of a Portfolio. As
defined in the 1940 Act, "majority of the outstanding shares" means the vote of
(i) 67% or more of a Portfolio's outstanding shares present at a meeting, if the
holders of more than 50% of the outstanding shares of a Portfolio are present or
represented by proxy, or (ii) more than 50% of a Portfolio's outstanding shares,
whichever is less.
Abstentions and "broker non-votes" will not be counted for or against any
Proposal to which it relates, but will be counted for purposes of determining
whether a quorum is present. Abstentions will be counted as votes present for
12
<PAGE>
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 it relates.
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 East Swedesford Road, Wayne,
Pennsylvania 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. Requests should
be directed to the Trust at 680 East Swedesford Road, Wayne, Pennsylvania 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 CARD AND
RETURN IT PROMPTLY.
<PAGE>
EXHIBIT A
INVESTMENT SUB-ADVISORY AGREEMENT
SEI INSTITUTIONAL MANAGED TRUST
AGREEMENT made this _____ day of ______, 1996, between SEI Financial
Management Corporation, (the "Adviser") and Union Bank of California (the "Sub-
Adviser").
WHEREAS, SEI Institutional Managed 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 December 16, 1994 (the "Advisory Agreement") with the Trust, pursuant to
which the Adviser will act as investment adviser to the Equity Income and Large
Cap Value Portfolios (the "Portfolio"), each 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 Portfolio, 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 Portfolio entrusted to it hereunder (the
"Assets"), including the purchase, retention and disposition of the Assets,
in accordance with the Portfolio's investment objectives, policies and
restrictions as stated in the Portfolio'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 Portfolio, 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
Portfolio 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 Portfolio'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 Portfolio transactions and selecting brokers or dealers,
the Sub-Adviser will use its best efforts to seek on behalf of the
Portfolio 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 Portfolio 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 Portfolio. In addition, the Sub-Adviser if
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
Portfolio'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 Portfolio required by Rule 31a-1 under the 1940 Act.
The Sub-Adviser shall also furnish to the Adviser any other information
relating to the Assets that is required to be filed by the Adviser or the
Trust with the SEC or sent to shareholders under the 1940 Act (including
the rules adopted thereunder) or any exemptive or other relief that the
Adviser or the Trust obtains from the SEC. The Sub-Adviser agrees that all
records that it maintains on behalf of the Portfolio are property of the
Portfolio and the Sub-Adviser will surrender promptly to the Portfolio any
of such records upon the Portfolio'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 Portfolio's custodian on each business
day with information relating to all transactions concerning the
Portfolio'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 Portfolio. The Adviser shall instruct the custodian
and other parties providing services to the Portfolio to promptly forward
misdirected proxies to the Sub-Adviser.
Services to be furnished by the Sub-Adviser under this Agreement may be
furnished through the medium of any of the Sub-Adviser's partners, officers
or employees.
2. Duties of the Adviser. The Adviser shall continue to have responsibility
for all services to be provided to the Portfolio 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:
(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 Portfolio.
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 Portfolio. 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 Portfolio (a) by the Portfolio 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 Portfolio, (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 Financial Management Corporation
680 East Swedesford Road
Wayne, PA 19087
Attention: Legal Department
To the Sub-Adviser at: Union Bank of California
350 California Street
San Francisco, California 94104
Attention: President
10. Entire Agreement. This Agreement embodies the entire agreement and
understanding between the parties hereto, and supersedes all prior
agreements and understandings relating to this Agreement's subject matter.
This Agreement may be executed in any number of counterparts, each of which
shall be deemed to be an original, but such counterparts shall, together,
constitute only one instrument.
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 Portfolio 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 Financial Management Corporation Union Bank of California
By: By:
-------------------------------- ------------------------------
Name: Name:
------------------------------ ----------------------------
Title: Title:
----------------------------- ---------------------------
<PAGE>
Schedule A
to the
Sub-Advisory Agreement
between
SEI Financial Management Corporation
and
Union Bank of California
Pursuant to Article 4, the Adviser shall pay the Sub-Adviser compensation at an
annual rate as follows:
<TABLE>
<S> <C>
Equity Income Portfolio .25%
Large Cap Value Portfolio .20%
</TABLE>
13
<PAGE>
EXHIBIT 1
---------
SEI INSTITUTIONAL MANAGED TRUST
Large Cap Value Portfolio
Special Meeting of Shareholders
PROXY SOLICITED BY THE BOARD OF TRUSTEES FOR
THE SPECIAL MEETING OF SHAREHOLDERS, MARCH 20, 1996
The undersigned, revoking previous proxies with respect to the Shares (defined
below), hereby appoint(s) David G. Lee and Robert B. Carroll as proxies and each
of them, each with full power of substitution, to vote at the Special Meeting of
Shareholders of the Large Cap Value Portfolio (the "Portfolio") of SEI
Institutional Managed Trust (the "Trust") to be held in the offices of SEI
Financial Management Corporation, 680 East Swedesford Road, Wayne, Pennsylvania
19087-1658, on Wednesday, March 20, 1996, at 3:30 p.m., Eastern time, and any
adjournments or postponements thereof (the "Meeting"), all shares of beneficial
interest of said Portfolio, that the undersigned would be entitled to vote if
personally present at the Meeting ("Shares") on the proposal set forth below
and, in accordance with their own discretion, any other matters properly brought
before the Meeting.
THE BOARD OF TRUSTEES OF THE TRUST RECOMMENDS A VOTE "FOR" THE PROPOSAL TO:
1. To approve the selection of Union Bank of California, N.A. ("UBOC") as
investment sub-adviser to the Trust's Large Cap Value Portfolio and to
approve a new investment sub-advisory agreement between SEI Financial
Management Corporation ("SFM"), the investment adviser to the Portfolio,
and UBOC relating to the Portfolio.
_____ FOR _____ AGAINST _____ ABSTAIN
This proxy will, when properly executed, be voted as directed herein by the
signing Shareholder(s). If no contrary direction is given when the duly
executed proxy is returned, this proxy will be voted FOR the foregoing proposal
and will be voted in the appointed proxies' discretion upon such other business
as may properly come before the Meeting.
The undersigned acknowledges receipt with this proxy card of a copy of the
Notice of Special Meeting of Shareholders and the Proxy Statement of the Board
of Trustees. Your signature(s) on this proxy should be exactly as your name(s)
appears on this proxy. If the Shares are held jointly, each holder should sign
this proxy. Attorneys-in-fact, executors, administrators, trustees or guardians
should indicate the full title and capacity in which they are signing.
Dated: _____________1996
----------------------------------
Signature of Shareholder
----------------------------------
Signature (Joint owners)
PLEASE DATE, SIGN AND RETURN PROMPTLY USING THE ENCLOSED, POSTAGE-PAID ENVELOPE
WHETHER OR NOT YOU EXPECT TO ATTEND THE MEETING; YOU MAY, NEVERTHELESS, VOTE IN
PERSON IF YOU DO ATTEND.
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SEI INSTITUTIONAL MANAGED TRUST
Equity Income Portfolio
Special Meeting of Shareholders
PROXY SOLICITED BY THE BOARD OF TRUSTEES FOR
THE SPECIAL MEETING OF SHAREHOLDERS, MARCH 20, 1996
The undersigned, revoking previous proxies with respect to the Shares (defined
below), hereby appoint(s) David G. Lee and Robert B. Carroll as proxies and each
of them, each with full power of substitution, to vote at the Special Meeting of
Shareholders of the Equity Income Portfolio (the "Portfolio") of SEI
Institutional Managed Trust (the "Trust") to be held in the offices of SEI
Financial Management Corporation, 680 East Swedesford Road, Wayne, Pennsylvania
19087-1658, on Wednesday, March 20, 1996, at 3:30 p.m., Eastern time, and any
adjournments or postponements thereof (the "Meeting"), all shares of beneficial
interest of said Portfolio, that the undersigned would be entitled to vote if
personally present at the Meeting ("Shares") on the proposal set forth below
and, in accordance with their own discretion, any other matters properly brought
before the Meeting.
THE BOARD OF TRUSTEES OF THE TRUST RECOMMENDS A VOTE "FOR" THE PROPOSAL TO:
2. To approve the selection of Union Bank of California, N.A. ("UBOC") as
investment sub-adviser to the Trust's Equity Income Portfolio and to
approve a new investment sub-advisory agreement between SEI Financial
Management Corporation ("SFM"), the investment adviser to the Portfolio,
and UBOC relating to the Portfolio.
_____ FOR _____ AGAINST _____ ABSTAIN
This proxy will, when properly executed, be voted as directed herein by the
signing Shareholder(s). If no contrary direction is given when the duly
executed proxy is returned, this proxy will be voted FOR the foregoing proposal
and will be voted in the appointed proxies' discretion upon such other business
as may properly come before the Meeting.
The undersigned acknowledges receipt with this proxy card of a copy of the
Notice of Special Meeting of Shareholders and the Proxy Statement of the Board
of Trustees. Your signature(s) on this proxy should be exactly as your name(s)
appears on this proxy. If the Shares are held jointly, each holder should sign
this proxy. Attorneys-in-fact, executors, administrators, trustees or guardians
should indicate the full title and capacity in which they are signing.
Dated: _____________1996
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Signature of Shareholder
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Signature (Joint owners)
PLEASE DATE, SIGN AND RETURN PROMPTLY USING THE ENCLOSED, POSTAGE-PAID ENVELOPE
WHETHER OR NOT YOU EXPECT TO ATTEND THE MEETING; YOU MAY, NEVERTHELESS, VOTE IN
PERSON IF YOU DO ATTEND.
