<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:
[X] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by Rule 14a-
6(e)(2))
[ ] 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:
4) Date Filed:
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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 Small Cap Value Portfolio (the "Portfolio") of SEI
Institutional Managed Trust (the "Trust") has been scheduled for May 20, 1997.
If 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 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 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.
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 the 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.
<PAGE>
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.
__________, 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
_____________.
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
<PAGE>
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/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
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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-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.
NAME TITLE
- ---- -----
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
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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.
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
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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.
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.
5
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NAME AND ADDRESS PERCENTAGE OF
OF BENEFICIAL OWNER NUMBER OF SHARES PORTFOLIO'S SHARES
------------------- ---------------- ------------------
The Trust's Trustees and officers do not beneficially own any shares of the
Trust.
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.
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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.
7
<PAGE>
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 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
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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 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
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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 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.
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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 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
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shall be construed as being inconsistent with the 1940 Act.
10. SEVERABILITY. Should any part of this Agreement be held invalid by a
court decision, statute, rule or otherwise, the remainder of this
Agreement shall not be affected thereby. This Agreement shall be
binding upon and shall inure to the benefit of the parties hereto and
their respective successors.
11. NOTICE: Any notice, advice or report to be given pursuant to this
Agreement shall be deemed sufficient if delivered or mailed by
registered, certified or overnight mail, postage prepaid addressed by
the party giving notice to the other party at the last address
furnished by the other party:
To the Adviser at: SEI 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
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.
SEI Financial Management Corporation LSV Asset Management
By SEI Funds, Inc.,
a general partner
By: By:
Title: Title:
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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:
Large Cap Value Portfolio .20%
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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:
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:
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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.
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