<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 Rule
14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to 240.14a-11(c) or 240.14a-12
SEI INSTITUTIONAL MANAGED TRUST
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
same
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than Registrant)
Payment of Filing Fee (Check the appropriate box):
[x] No fee required
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and
0-11(1).
1) Title of each class of securities to which transaction applies:
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2) Aggregate number of securities to which transaction applies:
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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):
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4) Proposed maximum aggregate value of transaction:
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5) Total fee paid:
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[ ] 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:
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2) Form, Schedule or Registration Statement No.:
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3) Filing Party:
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4) Date Filed:
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<PAGE>
SMALL CAP VALUE PORTFOLIO
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, it tells us how to vote on your
behalf on important issues relating to your
portfolio. Each proxy card may be completed by
voting for or against the proposal relating to
your portfolio. If you simply sign the proxy
without specifying a vote, your shares will be
voted in accordance with the recommendations of
the Board of Trustees.
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.
SEI INSTITUTIONAL MANAGED TRUST
<PAGE>
SEI INSTITUTIONAL MANAGED TRUST
Dear Shareholder,
A Shareholder Meeting of the SEI Small Cap Value Portfolio (the "Portfolio")
of SEI Institutional Managed Trust (the "Trust") has been scheduled for May 20,
1997. Since you were a shareholder of record as of the close of business on
April 1, 1997, you are entitled to vote at the meeting or any adjournment of the
meeting.
Whether or not you plan to attend the meeting, we need your vote. While you
are, of course, welcome to join us at the meeting, most shareholders will cast
their votes by filling out and signing a proxy card. Please mark, sign, and date
the enclosed proxy card and return it promptly in the enclosed envelope so that
the maximum number of shares may be voted.
The attached proxy statement is designed to give you detailed information
relating to the proposal on which you are being asked to vote. We encourage you
to support the Trustees' recommendation. The proposal described in the proxy
statement relates to the following matter:
I. APPROVING THE SELECTION OF LSV ASSET MANAGEMENT ("LSV") AS A SUB-ADVISER FOR
THE SMALL CAP VALUE PORTFOLIO OF SEI INSTITUTIONAL MANAGED TRUST, AND A NEW
INVESTMENT SUB-ADVISORY AGREEMENT BETWEEN LSV AND SEI FINANCIAL MANAGEMENT
CORPORATION RELATING TO THE PORTFOLIO. (IN ADDITION TO THE CURRENT
SUB-ADVISERS, 1838 INVESTMENT ADVISORS, L.P. AND BOSTON PARTNERS ASSET
MANAGEMENT, L.P., LSV WILL MANAGE THE PORTFOLIO'S EXPOSURE TO U.S. SMALL
CAPITALIZATION VALUE STOCKS.)
The purpose of the above recommendation is to enhance the overall
characteristics of the Portfolio by further diversifying the Portfolios' assets
to a third sub-adviser, LSV. LSV's investment specialty is in the identification
and management of deep value stocks, a discipline that is slightly different
from, and complimentary to, the style of the current sub-advisers, 1838
Investment Advisors L.P. and Boston Partners Asset Management, L.P.
Your vote is important to us. Please do not hesitate to call 1-800-DIAL-SEI
if you have any questions about the proposal under consideration. Thank you for
taking the time to consider this important proposal 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, MA 02109
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
MAY 20, 1997
Notice is hereby given that a Special Meeting of Shareholders of the Small
Cap Value Portfolio (the "Portfolio") of SEI Institutional Managed Trust ("SIMT"
or the "Trust") will be held at the offices of SEI Financial Management
Corporation ("SFM"), Oaks, Pennsylvania 19456, on May 20, 1997, at 3:30 p.m.
At the meeting, shareholders of the Portfolio will be asked to consider and
approve a new Sub-Adviser and a new sub-advisory agreement. The specifics of the
Proposal, which are more fully described in the attached Proxy Statement, are as
follows:
I. TO APPROVE THE SELECTION OF LSV ASSET MANAGEMENT ("LSV") AS SUB-ADVISER FOR
THE SMALL CAP VALUE PORTFOLIO OF SEI INSTITUTIONAL MANAGED TRUST, AND A NEW
INVESTMENT SUB-ADVISORY AGREEMENT BETWEEN LSV AND SEI FINANCIAL MANAGEMENT
CORPORATION RELATING TO THE PORTFOLIO.
The Proposal relates to the approval of the selection of LSV to serve as
Sub-Adviser to the Portfolio, and to the approval of an Investment Sub-Advisory
Agreement for the Portfolio. The Trust operates using a "Manager of Managers"
structure, under which the Trustees are able, upon the recommendation of SFM and
without Shareholder approval, to replace Sub-Advisers and/or appoint additional
Sub-Advisers for the Portfolio. However, because LSV is an affiliate of SFM,
Shareholder approval of the appointment of LSV and of the new sub-advisory
agreement between LSV and SFM is necessary.
In accordance with their own discretion, the proxies are authorized to vote
on such other business as may properly come before the Meeting.
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 April 1, 1997 are
entitled to notice of and to vote at the Meeting or any adjournment thereof.
April 14, 1997
BY ORDER OF THE BOARD OF TRUSTEES
RICHARD W. GRANT, SECRETARY
<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 ("SIMT" or
the "Trust") for use at the Special Meeting of Shareholders to be held on May
20, 1997, at 3:30 p.m., at the offices of SEI Financial Management Corporation
("SFM"), Oaks, Pennsylvania 19456, and at any adjourned session thereof (such
meeting and any adjournment thereof are hereinafter referred to as the
"Meeting"). Shareholders of the Small Cap Value Portfolio (the "Portfolio") of
record at the close of business on April 1, 1997 ("Shareholders"), are entitled
to vote at the Meeting. The approximate number of units of beneficial interest
("shares") issued and outstanding for the Portfolio as of April 1, 1997 was
14,620,379.41.
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.
In addition to the solicitation of proxies by mail, Trustees and officers of
the Trust and officers and employees of SFM, the Investment Adviser 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 Trust. The proxy and this Proxy Statement are
being mailed to Shareholders on or about April 14, 1997.
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
Oaks, Pennsylvania 19456, 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. The Meeting is being called in order to
permit the Shareholders of the Portfolio to vote on the selection of a new
Sub-Adviser, and to approve a new Investment Sub-Advisory Agreement in
connection with this new relationship. Shareholders are required to approve the
selection of LSV Asset Management ("LSV") as a Sub-Adviser for the Portfolio,
and to approve a new Investment Sub-Advisory Agreement between SFM and LSV
relating to the Portfolio.
The Trust operates using a "Manager of Managers" structure under which the
Trustees are able, upon the recommendation of SFM and without Shareholder
approval, to replace Sub-Advisers and/
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or appoint additional Sub-Advisers to the Portfolio. However, because LSV is an
affiliate of SFM, Shareholder approval is necessary.
I. APPROVAL OF A SUB-ADVISER AND THE NEW INVESTMENT SUB-ADVISORY AGREEMENT FOR
THE SMALL CAP VALUE PORTFOLIO
The Board of Trustees is recommending that Shareholders of the Portfolio
approve LSV as an additional Sub-Adviser for the Portfolio and approve the new
Investment Sub-Advisory Agreement between SFM and LSV relating to the Portfolio.
A. DISCUSSION OF "MANAGER OF MANAGERS" ARRANGEMENT.
Section 15(a) of the Investment Company Act of 1940 (the "Act") requires
that all contracts pursuant to which persons serve as investment advisers to
investment companies be approved by shareholders. As interpreted, this
requirement would apply to the appointment of Sub-Advisers to the Portfolio. The
SEC has granted the Trust an exemption from the shareholder approval
requirements which permits the Trust's Board of Trustees, without Shareholder
approval, to appoint additional or replacement Sub-Advisers (herein,
"Sub-Advisers"). The Board would not, however, be able to replace SFM as
investment adviser to the Portfolio without complying with the Act and
applicable regulations governing Shareholder approval of advisory contracts.
Under the "Manager of Managers" structure, SFM has general oversight
responsibility for the investment advisory services provided to the Trust,
including formulating investment policies and analyzing economic trends
affecting the Trust. SFM is responsible for managing the allocation of assets
among the Sub-Advisers and directing and evaluating the investment services
provided by the Sub-Advisers, including their adherence to the Portfolio's
investment objectives and policies and the investment performance of the
Portfolio and may provide specific portfolio security advice. HOWEVER, SFM HAS
THE ULTIMATE RESPONSIBILITY FOR THE INVESTMENT PERFORMANCE OF THE PORTFOLIO DUE
TO ITS RESPONSIBILITY TO OVERSEE SUB-ADVISERS AND RECOMMEND THEIR HIRING,
TERMINATION AND REPLACEMENT.
Under the "Manager of Managers" structure, Sub-Advisers are selected based
primarily upon the research and recommendations of SFM, the Investment Adviser
and "Manager of Managers" for the Portfolio. SFM evaluates quantitatively and
qualitatively each Sub-Adviser's skills and investment results in managing
assets for specific asset classes, investment styles and strategies. Subject to
Board review, SFM allocates and, when appropriate, reallocates the Portfolio's
assets among Sub-Advisers, depending on SFM's assessment of what combination of
Sub-Advisers it believes will optimize the Portfolio's chances of achieving its
investment objective. After completing this evaluation process, SFM recommended,
and the Board approved, the selection of LSV as a new Sub-Adviser.
B. SELECTION OF LSV ASSET MANAGEMENT AS SUB-ADVISER.
THE SUB-ADVISER. If approved by shareholders, LSV will serve as Sub-Adviser
for a portion of the assets of the Portfolio. In accordance with the Portfolio's
investment objectives and policies, and under the supervision of SFM and the
Trust's Board of Trustees, LSV will be responsible for the day-
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to-day investment management of a discrete portion of the assets of the
Portfolio authorized to make investment decisions for the Portfolio and place
orders on behalf of the Portfolio to effect the investment decisions made. SFM
will monitor the compliance of LSV with regulatory and tax regulations, such as
those relating to portfolio concentration and diversification. For the most
part, compliance with these requirements by LSV with respect to its portion of
the Portfolio will assure compliance by the Portfolio as a whole.
LSV is a registered investment adviser organized as a Delaware general
partnership. SEI Funds, Inc., an affiliate of SFM, owns a majority interest in
LSV. The general partners of LSV have developed quantitative value analysis
methodology and software which has been used to manage assets over the past 5
years. The portfolio identified by the model has been implemented by a number of
institutional clients with aggregate assets invested of approximately $711
million. The principal business address of LSV is 181 W. Madison Avenue,
Chicago, Illinois 60602.
Listed below are the names, titles and addresses of the principal executive
officer and each of LSV's partners and principals. No Trustee of the Trust
purchased or sold partnership interests in LSV during the Trust's most recent
fiscal year. Except as noted below, the principal business address of each
partner and principal of LSV is 181 W. Madison Avenue, Chicago, Illinois 60602.
<TABLE>
<CAPTION>
NAME TITLE
- ---------------------------------------- ---------------------------
<S> <C>
SEI Funds, Inc. General Partner
Oaks, PA 19456
Lakonishok Corporation General Partner
Shleifer Corporation General Partner
Vishny Corporation General Partner
Christopher LaCroix Partner
Josef Lakonishok Principal and CEO
Andrei Shleifer Principal
Robert Vishny Principal
Gilbert Beebower Chairman, Management
SEI Investments Company Committee
Oaks, PA 19456
</TABLE>
TRUSTEES' CONSIDERATIONS. The Trustees of the Trust, including all of the
Trustees who are not "interested persons" of the Trust, approved the form of the
Investment Sub-Advisory Agreement with respect to the Portfolio at a meeting
held on December 9 and 10, 1996. The Trustees received written and oral
information from both SFM and LSV. SFM recommended the selection of LSV as an
additional Sub-Adviser and reviewed the considerations and the search process
that had led to the recommendation. The Trustees also met with representatives
of the Sub-Adviser and considered information about key personnel, investment
philosophy and process and performance track record, among other factors.
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In recommending that the Shareholders approve LSV, the Trustees carefully
evaluated the investing experience of the Sub-Adviser's key personnel and the
quality of services the Sub-Adviser can be expected to provide to the Portfolio,
including, but not limited to: (1) the nature and quality of the services
expected to be rendered by the Sub-Adviser; (2) the distinct investment
objective and policies of the Portfolio; (3) the compensation payable to the
Sub-Adviser under the Investment Sub-Advisory Agreement; (4) the history,
reputation, and background of the Sub-Adviser, as well as the qualifications of
its personnel and financial condition; (5) its performance record, including its
performance as Sub-Adviser to the SIMT Large Cap Value Portfolio; and (6) other
factors deemed relevant, including the impact on SFM's profitability. The
Trustees also reviewed the fees to be paid to the Sub-Adviser in comparison to
those being charged in the relevant segment of the mutual fund business,
including any benefits received by the Sub-Adviser or its affiliates in
connection with soft dollar practices.
DUTIES UNDER THE INVESTMENT SUB-ADVISORY AGREEMENT. Under the Investment
Sub-Advisory Agreement (a copy of which is attached as Exhibit A), the
Sub-Adviser will make investment decisions for the assets of the Portfolio
allocated to it by SFM and continuously review, supervise, and administer the
Portfolio's investment program with respect to these assets. The Sub-Adviser
will discharge its responsibilities subject to the supervision of SFM and the
Trustees of the Trust and in a manner consistent with the Portfolio's investment
objectives, policies and limitations. The Investment Sub-Advisory Agreement
provides that the Sub-Adviser shall not be protected against any liability to
the Trust, its shareholders, or SFM by reason of willful misfeasance, bad faith,
or negligence on its part in the performance of its duties or from reckless
disregard by the Sub-Adviser to its obligations or duties thereunder.
DURATION AND TERMINATION. If approved, and unless terminated earlier, the
Investment Sub-Advisory Agreement shall continue in effect as to the Portfolio
through December, 1998 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 Sub-Advisory Agreement or who
are not "interested persons" (as that term is defined in the Act) of any party
thereto, cast in person at a meeting called for the purpose of voting on such
approval.
The Investment Sub-Advisory Agreement will terminate automatically in the
event of its assignment or in the event that SFM's Investment Advisory Agreement
with respect to the Portfolio is terminated. The Investment Sub-Advisory
Agreement is terminable at any time without penalty by the Trustees of the
Trust, or, with respect to the Portfolio, by a vote of a majority of the
outstanding shares on not less than 30 days' nor more than 60 days' written
notice to LSV. In addition, the Investment Sub-Advisory Agreement is terminable
by LSV upon 90 days' written notice to the Trust or SFM.
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In the event Shareholders of the Portfolio do not approve LSV at the Special
Meeting to which this Proxy Statement relates, or any adjournment thereof, the
Trustees will consider the appropriate course of action.
COMPENSATION. Under the proposed Investment Sub-Advisory Agreement, SFM
will pay LSV a fee, which is calculated and paid monthly, based on the annual
percentage rate of .50% of the average monthly market value of the portion of
the assets of the Portfolio managed by LSV. Under the existing Investment
Sub-Advisory Agreements between SFM and LSV relating to the SIMT Large Cap Value
Portfolio and the SEI Institutional Investments Trust ("SIIT") Large Cap Fund,
SFM pays LSV a fee, which is calculated and paid monthly, based on the annual
percentage rate of .20% of the average monthly market value of investments under
management. For the period from commencement of operations through December 30,
1996, LSV received from SFM $28,408.79 as compensation for its investment
sub-advisory services to the SIIT Large Cap Fund. During the fiscal year ended
September 30, 1996, LSV received from SFM $179,000 as compensation for its
investment sub-advisory services to the SIMT Large Cap Value Portfolio. For the
fiscal year ended September 30, 1996, SFM received $703,904 as compensation for
its investment advisory services to the Large Cap Value Portfolio.
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 Investments Company, Oaks, Pennsylvania 19456 ("SEI"), acts as
the Distributor of SIMT's shares pursuant to a Distribution Agreement dated
January 22, 1987 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. For the fiscal year ended September 30, 1996, the
Portfolio paid $186,041 in commissions to SFS, an affiliated broker that serves
as the Trust's Distributor.
5% SHAREHOLDERS. As of April 1, 1997, the following persons were the only
persons who were, to the knowledge of the Trust, beneficial owners of 5% or more
of shares of the Portfolio.
<TABLE>
<CAPTION>
PERCENTAGE OF
NAME AND ADDRESS PORTFOLIO'S
OF BENEFICIAL OWNER NUMBER OF SHARES SHARES
- -------------------------------- ----------------- ----------------
<S> <C> <C>
SEI Trust Company 9,437,682.1820 64.68%
Attn: Jackie Esposito
One Freedom Valley Drive
Oaks, PA 19456
</TABLE>
The Trust's Trustees and officers do not beneficially own any shares of the
Trust.
5
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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 the
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 the
Proposal. They will vote against any such adjournment those proxies required to
be voted against the Proposal. The costs of any such additional solicitation and
of any adjourned session will be borne by the Trust.
REQUIRED VOTE. Approval of the Proposal requires the affirmative vote of a
majority of the outstanding shares of the Portfolio. As defined in the 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.
Abstentions and "broker non-votes" will not be counted for or against the
Proposal, 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.
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 Investments Company, Legal Department, Oaks, Pennsylvania 19456.
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 Oaks, Pennsylvania 19456, 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.
6
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EXHIBIT A
INVESTMENT SUB-ADVISORY AGREEMENT
SEI INSTITUTIONAL MANAGED TRUST
AGREEMENT made this day of , 1997, by and among SEI Financial
Management Corporation, (the "Adviser") and LSV Asset Management (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 Small Cap Value Portfolio (the
"Portfolio"), which is a series of the Trust; and
WHEREAS, the Adviser, with the approval of the Trust, desires to retain the
Sub-Adviser to provide investment advisory services to the Adviser in connection
with the management of the 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 the investment
operations of the Portfolio and the composition of the Portfolio, including
the purchase, retention and disposition of securities and other 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 provide supervision of the Portfolio's investments and
determine from time to time what investments and securities 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 securities to be purchased or sold by
the Portfolio and will place orders with or through such persons, brokers or
dealers to carry out the policy with respect
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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 (as those terms are defined in Section 28(e) of the
Securities Exchange Act of 1934) provided to the Portfolio and/or other
accounts over which the Sub-Adviser or an affiliate of the Sub-Adviser may
exercise investment discretion. The Sub-Adviser is authorized, subject to
the prior approval of the Trust's Board of Trustees, to pay to a broker or
dealer who provides such brokerage and research services a commission for
executing a portfolio transaction for any of the Portfolios 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
portfolio securities to brokers or dealers (including brokers and dealers
that are affiliated with the 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 any Portfolio's securities be purchased from or sold
to the Sub-Adviser, the Trust's principal underwriter, or any affiliated
person of either the Trust, the Sub-Adviser or the principal underwriter,
acting as principal in the transaction, except to the extent permitted by
the Securities and Exchange Commission and the 1940 Act.
(d) The Sub-Adviser shall maintain all books and records with respect to the
Portfolio's portfolio transactions required by subparagraphs (b)(5), (6),
(7), (9), (10) and (11) and paragraph (f) of Rule 31a-1 under the 1940 Act
and shall render to the Adviser or Board of Trustees such periodic and
special reports as the Adviser or Board of Trustees may reasonably request.
The Sub-Adviser shall keep the Portfolio's books and records required to be
maintained by the Sub-Adviser of 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 that is required to
be filled by the Adviser or the Trust with the Securities and Exchange
Commission ("SEC") or sent to shareholders under the 1940 Act (including the
rules adopted thereunder) or any exemptive or other relief that the
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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 his 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.
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 nothing herein shall be
construed to relieve the Sub-Adviser of responsibility for compliance with
the Portfolio's investment objectives, policies, and restrictions, as
provided in Section 1 hereunder.
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
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<PAGE>
average monthly market value of investments under management and will be
paid to the Sub-Adviser monthly. The Sub-Adviser may, in its discretion and
from time to time, waive a portion of its fee.
5. LIMITATION OF LIABILITY OF THE SUB-ADVISER. The Sub-Adviser shall not be
liable for any error of judgment or for any loss suffered by the Adviser in
connection with performance of its obligations under this Agreement, except
a loss resulting from a breach of fiduciary duty with respect to the receipt
of compensation for services (in which case any award of damages shall be
limited to the period and the amount set forth in Section 36(b)(3) of the
1940 Act), or a loss resulting from willful misfeasance, bad faith or
negligence on the Sub-Adviser's part in the performance of its duties or
from reckless disregard of its obligations and duties under this Agreement,
except as may otherwise be provided under provisions of applicable state law
which cannot be waived or modified hereby.
6. REPORTS. During the term of this Agreement, the Adviser agrees to furnish
the Sub-Adviser at its principal office all prospectuses, proxy statements,
reports to stockholders, sales literature or other materials prepared for
distribution to stockholders of the Portfolios, the Trust or the public that
refer to the Sub-Adviser or its clients in any way prior to use thereof and
not to use material if the Sub-Adviser reasonably objects in writing within
five business days (or such other period as may be mutually agreed) after
receipt thereof. The Sub-Adviser's right to object to such materials is
limited to the portions of such materials that expressly relate to the
Sub-Adviser, its services and its clients. The Adviser agrees to use its
reasonable best efforts to ensure that materials prepared by its employees
or agents or its affiliates that refer to the Sub-Adviser or its clients in
any way are consistent with those materials previously approved by the
Sub-Adviser as referenced in the first sentence of this paragraph. Sales
literature may be furnished to the Sub-Adviser by first class or overnight
mail, facsimile transmission equipment or hand delivery.
7. 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 this Agreement or the performance by the
Sub-Adviser of its duties hereunder; provided, however, that the Sub-Adviser
shall not be required to indemnify or otherwise hold the Adviser harmless
under this Section 7 where 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.
8. DURATION AND TERMINATION. This Agreement shall become effective upon its
approval by the Trust's Board of Trustees and by the vote of a majority of
the outstanding voting securities of the Portfolio; provided, however, that
at any time the Adviser shall have obtained exemptive relief from the SEC
permitting it to engage a Sub-Adviser without first obtaining approval of
the Agreement from a majority of the outstanding voting securities of the
Portfolio(s) involved, the Agreement shall become effective upon its
approval by the Trust's Board of Trustees. Any Sub-Adviser so selected and
approved shall be without the protection accorded by shareholder
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<PAGE>
approval of an investment adviser's receipt of compensation under Section
36(b) of the 1940 Act.
This Agreement shall continue in effect for a period of more than two years
from the date hereof only so long as continuance is specifically approved at
least annually in conformance with the 1940 Act; provided, however, that
this Agreement may be terminated with respect to the 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 such 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 other party, or (c) by the Sub-Adviser
at any time, without the payment of any penalty, on 90 days' written notice
to the other party. 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 8, the
terms "assignment" and "vote of a majority of the outstanding voting
securities" shall have the respective meanings set forth in the 1940 Act and
the rules and regulations thereunder, subject to such exceptions as may be
granted by the Commission under the 1940 Act.
9. GOVERNING LAW. This Agreement shall be governed by the internal laws of the
Commonwealth of Massachusetts, without regard to conflict of law principles;
provided, however, that nothing herein shall be construed as being
inconsistent with the 1940 Act.
10. SEVERABILITY. Should any part of this Agreement be held invalid by a court
decision, statute, rule or otherwise, the remainder of this Agreement shall
not be affected thereby. This Agreement shall be binding upon and shall
inure to the benefit of the parties hereto and their respective successors.
11. NOTICE: Any notice, advice or report to be given pursuant to this Agreement
shall be deemed sufficient if delivered or mailed by registered, certified
or overnight mail, postage prepaid addressed by the party giving notice to
the other party at the last address furnished by the other party:
<TABLE>
<S> <C> <C>
To the Adviser at: SEI Financial Management
Corporation
Oaks, PA 19456
Attention: Legal Department
To the Sub-Adviser at: LSV Asset Management
181 W. Madison Avenue
Chicago, IL 60602
Attention: President
</TABLE>
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<PAGE>
12. ENTIRE AGREEMENT. This Agreement embodies the entire agreement and
understanding between the parties hereto, and supersedes all prior
agreements and understandings relating to this Agreement's subject matter.
This Agreement may be executed in any number of counterparts, each of which
shall be deemed to be an original, but such counterparts shall, together,
constitute only one instrument.
Where the effect of a requirement of the 1940 Act reflected in any provision of
this Agreement is altered by a rule, regulation or order of the Commission,
whether of special or general application, such provision shall be deemed to
incorporate the effect of such rule, regulation or order.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their officers designated below as of the day and year first written
above.
<TABLE>
<S> <C>
SEI Financial Management Corporation LSV Asset Management
By SEI Funds, Inc.,
a general partner
By: By:
Title: Title:
</TABLE>
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<PAGE>
SCHEDULE A DATED JUNE 14, 1996
TO THE
SUB-ADVISORY AGREEMENT
BETWEEN
SEI FINANCIAL MANAGEMENT CORPORATION
AND
LSV ASSET MANAGEMENT
Pursuant to Article 4, the Adviser shall pay the Sub-Adviser compensation at an
annual rate of up to:
<TABLE>
<S> <C>
Large Cap Value Portfolio .20%
</TABLE>
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<PAGE>
SCHEDULE B DATED , 1997
TO THE
SUB-ADVISORY AGREEMENT
BETWEEN
SEI FINANCIAL MANAGEMENT CORPORATION
AND
LSV ASSET MANAGEMENT
Pursuant to Article 4, the Adviser shall pay the Sub-Adviser compensation at an
annual rate of up to:
<TABLE>
<S> <C>
Small Cap Value Portfolio .50%
Agreed and Accepted:
SEI Financial Management Corporation LSV Asset Management
By SEI Funds, Inc.,
a general partner
By: By:
Title: Title:
</TABLE>
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<PAGE>
SEI INSTITUTIONAL MANAGED TRUST
SMALL CAP VALUE PORTFOLIO
PROXY SOLICITED BY THE BOARD OF TRUSTEES FOR
THE SPECIAL MEETING OF SHAREHOLDERS, MAY 20, 1997
The undersigned, revoking previous proxies with respect to the Shares (defined
below), hereby appoints David G. Lee, Kevin P. Robins and Kathryn L. Stanton as
proxies and each of them, each with full power of substitution, to vote at the
Special Meeting of Shareholders of the Small Cap Value Portfolio (the
"Portfolio") of SEI Institutional Managed Trust (the "Trust") to be held in the
offices of SEI Financial Management Corporation ("SFM"), Oaks, Pennsylvania
19456, on May 20, 1997, at 3:30 p.m., and any adjournments or postponements
thereof (the "Meeting") all shares of beneficial interest of said Trust that the
undersigned would be entitled to vote if personally present at the Meeting
("Shares") on the proposal set forth below respecting the approval of the
selection of LSV Asset Management ("LSV") as Sub-Adviser for the Portfolio, and
the approval of a new Investment Sub-Advisory Agreement between LSV and SFM
relating to the Portfolio 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:
PROPOSAL 1. Approve the selection of LSV as an investment sub-adviser for the
Portfolio, and to approve a new Investment Sub-Advisory Agreement
between LSV and SFM relating to the Portfolio.
____For ____Against ____Abstain
<PAGE>
THIS PROXY WILL, WHEN PROPERLY EXECUTED, BE VOTED AS DIRECTED HEREIN BY THE
SIGNING SHAREHOLDER. 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 of a copy of the Notice of
Special Meeting and the Proxy Statement of the Board of Trustees. Your
signature(s) on this proxy should be exactly as your name(s) appear 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: , 1997
----------------- --------------------------------
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.
