<PAGE>
INVESTMENT SUB-ADVISORY AGREEMENT
SEI INSTITUTIONAL MANAGED TRUST
AGREEMENT made as of this 31st day of March, 2000, between SEI
Investments Management Corporation (the "Adviser") and Robert W. Baird & Co.,
Incorporated, (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 Core Fixed Income Fund
(the "Fund"), which is a series of the Trust; and
WHEREAS, the Adviser, with the approval of the Trust, desires to retain
the Sub-Adviser to provide investment advisory services to the Adviser in
connection with the management of the Fund, and the Sub-Adviser is willing to
render such investment advisory services.
NOW, THEREFORE, the parties hereto agree as follows:
1. DUTIES OF THE SUB-ADVISER. Subject to supervision by the Adviser and the
Trust's Board of Trustees, the Sub-Adviser shall manage all of the
securities and other assets of the Fund entrusted to it hereunder (the
"Assets"), including the purchase, retention and disposition of the
Assets, in accordance with the Fund's investment objectives, policies and
restrictions as stated in the Fund's prospectus and statement of
additional information, as currently in effect and as amended or
supplemented from time to time (referred to collectively as the
"Prospectus"), and subject to the following:
(a) The Sub-Adviser shall, subject to the direction of the Adviser, determine
from time to time what Assets will be purchased, retained or sold by the
Fund, and what portion of the Assets will be invested or held uninvested
in cash.
(b) In the performance of its duties and obligations under this Agreement,
the Sub-Adviser shall act in conformity with the 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
Fund 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 Fund'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
<PAGE>
executing Fund transactions and selecting brokers or dealers, the
Sub-Adviser will use its best efforts to seek on behalf of the Fund the
best overall terms available. In assessing the best overall terms
available for any transaction, the Sub-Adviser shall consider all factors
that it deems relevant, including the breadth of the market in the
security, the price of the security, the financial condition and
execution capability of the broker or dealer, and the reasonableness of
the commission, if any, both for the specific transaction and on a
continuing basis. In evaluating the best overall terms available, and in
selecting the broker-dealer to execute a particular transaction, the
Sub-Adviser may also consider the brokerage and research services
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 Fund which is in
excess of the amount of commission another broker or dealer would have
charged for effecting that transaction if, but only if, the Sub-Adviser
determines in good faith that such commission was reasonable in relation
to the value of the brokerage and research services provided by such
broker or dealer --- viewed in terms of that particular transaction or
terms of the overall responsibilities of the Sub-Adviser to the Fund. In
addition, the Sub-Adviser is 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 Fund's Assets be purchased from
or sold to the Adviser, Sub-Adviser, the Trust's principal underwriter,
or any affiliated person of either the Trust, 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 Fund required by Rule 31a-1 under the
1940 Act. The Sub-Adviser shall also furnish to the Adviser any other
information relating to the Assets that is required to be filed by the
Adviser or the Trust with the 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, and will make
all necessary filings under Section 13 of the Securities Act of 1933
<PAGE>
and the related rules and forms. The Sub-Adviser agrees that all records
that it maintains on behalf of the Fund are property of the Fund and the
Sub-Adviser will surrender promptly to the Fund any of such records upon
the Fund's request; provided, however, that the Sub-Adviser may retain a
copy of such records. In addition, for the duration of this Agreement,
the Sub-Adviser shall preserve for the periods prescribed by Rule 31a-2
under the 1940 Act any such records as are required to be maintained by
it pursuant to this Agreement, and shall transfer said records to any
successor sub-adviser upon the termination of this Agreement (or, if
there is no successor sub-adviser, to the Adviser).
(e) The Sub-Adviser shall provide the Fund's custodian on each business day
with information relating to all transactions concerning the Fund's
Assets and shall provide the Adviser with such information upon request
of the Adviser.
(f) The investment management services provided by the Sub-Adviser under this
Agreement are not to be deemed exclusive and the Sub-Adviser shall be
free to render similar services to others, as long as such services do
not impair the services rendered to the Adviser or the Trust.
(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 Fund. The Adviser shall instruct the custodian and
other parties providing services to the Fund to promptly forward
misdirected proxies to the Sub-Adviser.
(i) 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 Fund pursuant to the Advisory
Agreement and shall oversee and review the Sub-Adviser's performance of
its duties under this Agreement; provided, however, that in connection
with its management of the Assets, nothing herein shall be construed to
relieve the Sub-Adviser of responsibility for compliance with 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, and shall promptly furnish the Sub-Adviser with any amendments
thereto:
(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
<PAGE>
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) and Statements of Additional Information of the Fund.
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 Fund; provided, however, that
at any time the Adviser shall have obtained exemptive relief from the
Securities and Exchange Commission permitting it to engage a Sub-Adviser
without first obtaining approval of the Agreement from a majority of the
outstanding voting securities of the Fund(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 Fund
(a) by the Fund at any time, without the payment of any penalty, by the
vote of a majority of Trustees of the Trust or by the vote of a majority
of the outstanding voting securities of the Fund, (b) by the Adviser at
any time, without the payment of any penalty, on not more than 60 days'
nor less than 30 days' written notice to the Sub-Adviser, or (c) by the
Sub-Adviser at any time, without the payment of any penalty, on 90 days'
written notice to the Adviser. This Agreement shall terminate
<PAGE>
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 Investments Management Corporation
One Freedom Valley Road
Oaks, PA 19456
Attention: Legal Department
To the Sub-Adviser at: Robert W. Baird & Co., Incorporated
777 E. Wisconsin Avenue
Milwaukee, Wisconsin 53202.
Attention: Charles Groeschell
With a copy to: Robert W. Baird & Co., Incorporated
777 E. Wisconsin Avenue
Milwaukee, Wisconsin 53202.
Attention: General Counsel
10. SUB-ADVISER'S NAME AND LIKENESS. (a) The Sub-Adviser hereby consents to,
and authorizes, the Adviser, its subsidiaries, affiliates, licensees,
successors, and assigns ("SEI"), the right to use the name, likeness,
image, voice, appearance, and/or performance or any variations of the
foregoing of the Sub-Adviser and any of its employees (the "Name and
Likeness"), on videotape, film, slides, photographs, audio tape, CD-ROM,
DVD, or any other media now known or later developed ("Media"), in
connection with the presentation of information to SEI's clients or
institutional and high net worth prospects concerning SEI's investment
products for which the Sub-Adviser provides investment management
services.
<PAGE>
(b) This consent and authorization includes, without limitation, the rights
to use, reproduce, sell, deliver, exhibit, broadcast, and distribute over
the Internet, on CD-ROM, or in any other commercial media for private or
commercial use, any Media containing the Name and Likeness for the
purpose of promoting, explaining, or performing the services and products
offered by SEI.
(c) No later than two business days following the first use of the Name and
Likeness in a particular Media, SEI shall notify the Sub-Adviser of such
use. No later than three business days following the Sub-Adviser's
receipt of such notice (hereinafter, the "Objection Period"), the
Sub-Adviser may notify SEI of a reasonable objection to the use of the
Name and Likeness. In the event that the Sub-Adviser fails to notify SEI
of an objection during the Objection Period, the use of the Name and
Likeness by SEI shall be deemed authorized and approved by the
Sub-Adviser. In the event that the Sub-Adviser notifies SEI of an
objection during the Objection Period, it shall be SEI's option to either
terminate the use of the Name and Likeness in such Media or take action,
to the reasonable satisfaction of the Sub-Adviser, to remedy the
deficiency upon which the objection is based, at which time the use by
SEI shall be deemed authorized and approved by the Sub-Adviser.
(d) All communications containing the Name and Likeness shall be timely and
accurate and shall comply with all applicable laws and regulations,
including, without limitation, the rules of the Securities and Exchange
Commission and the National Association of Securities Dealers. SEI will
make all necessary filings of said communications with any applicable
regulatory authority. Any use of the Name and Likeness will include,
where applicable, proper attribution to the Sub-Adviser.
(e) The Sub-Adviser assigns and agrees to assign to SEI any and all rights
including the copyright in and to any Media made by or for SEI that
contains the Name and Likeness, provided, however, that such assignment
shall not transfer Sub-Adviser's intellectual property rights to any
materials included in the Media. The Sub-Adviser agrees to execute at a
future date any further documents that may be necessary to perfect SEI's
ownership of all rights in any works containing the same.
(f) The Sub-Adviser releases and discharges SEI from any liability by virtue
of any blurring, audio or video distortion, alteration, optical illusion,
or other use in any Media that contains the Name and Likeness.
(g) The Sub-Adviser warrants and represents that this release does not in any
way conflict with any existing commitment made by it. Notwithstanding the
foregoing, in no event will SEI knowingly or intentionally use the Name
and Likeness in a manner that would adversely affect the Sub-Adviser's
goodwill or reputation.
11. NON-HIRE/NON-SOLICITATION. The parties hereby agree that so long as the
Sub-Adviser provides services to the Adviser or the Trust and for a
period of one year following the date on which the Sub-Adviser ceases to
provide services to the Adviser and the Trust, neither party shall for
any reason, directly or indirectly, on its own behalf or on behalf of
<PAGE>
others, hire or solicit any person employed by the other party, whether
or not such person is a full-time employee or whether or not any person's
employment is pursuant to a written agreement or is at-will. The parties
further agree that, to the extent that a party breaches the covenant
described in this paragraph, the other party shall be entitled to pursue
all appropriate remedies in law or equity.
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.
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 Fund 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 INVESTMENTS MANAGEMENT CORPORATION ROBERT W. BAIRD & CO., INCORPORATED
By: By:
/s/ Todd B. Cipperman /s/ Charles B. Groeschell
--------------------- -------------------------
Name: Name:
Todd B. Cipperman Charles B. Groeschell
----------------- ---------------------
Title: Title:
Senior Vice President Managing Director
--------------------- -----------------
<PAGE>
SCHEDULE A
TO THE
SUB-ADVISORY AGREEMENT
BETWEEN
SEI INVESTMENTS MANAGEMENT CORPORATION
AND
ROBERT W. BAIRD & CO., INCORPORATED
Pursuant to Article 4, the Adviser shall pay the Sub-Adviser compensation at an
annual rate as follows:
SEI Institutional Managed Trust
Core Fixed Income Fund 0.07%
