INVESTMENT SUB-ADVISORY AGREEMENT
SEI INSTITUTIONAL MANAGED TRUST
AGREEMENT made as of this _____ day of June
2014 between SEI Investments Management Corporation
(the Adviser) and Wellington Management Company, LLP
(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, as amended, (the Advisory Agreement) with the
Trust, pursuant to which the Adviser acts as
investment adviser to each series of the Trust set
forth on Schedule A attached hereto (each a Fund,
and collectively, the Funds), as such Schedule may
be amended by mutual agreement of the parties
hereto; 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 a Fund, and the
Sub-Adviser is willing to render such investment
advisory services; and
WHEREAS, it is intended that the Sub-Adviser
will make purchase or sale recommendations for the
Assets (as defined below), with those
recommendations executed as appropriate by the
Adviser or other another sub-adviser to the Fund
(the Adviser in such capacity and such other sub-
adviser are individually and collectively referred
to as the Overlay Manager).
NOW, THEREFORE, the parties hereto agree as
follows:
1. Duties of the Sub-Adviser. Subject to
supervision by the Adviser and the Trusts
Board of Trustees, the Sub-Adviser shall
provide advice with respect to the purchase,
retention and disposition of the assets of
the Fund (the Assets), in accordance with the
Funds investment objectives, policies and
restrictions as stated in each Funds
prospectus and statement of additional
information, as currently in effect and as
amended or supplemented from time to time
(referred to collectively as the Prospectus),
and subject to the following:
(a) The Sub-Adviser shall, in consultation
with and subject to the direction of the
Adviser, recommend from time to time
what Assets should be purchased,
retained or sold by the Fund.
(b) In the performance of its duties and
obligations under this Agreement, the Sub-
Adviser shall act in conformity with the
Trusts Declaration of Trust (as defined
herein), Prospectus, Compliance Policies
and Procedures and with the instructions
and directions of the Adviser and of the
Board of Trustees of the Trust and will
provide recommendations that conform to
and comply with the investment
requirements of the 1940 Act, Section
851(b)(3) of Subchapter M of the
Internal Revenue Code of 1986 (the
Code), and all other applicable federal
and state laws and regulations, as each
is amended from time to time.
(c) the Sub-Adviser shall maintain all books
and records with respect to transactions
involving the Assets required by
subparagraphs (b)(10) and (11) and
paragraph (f) of Rule 31a-1 under the
1940 Act. 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-Advisers
services under this Agreement needed by
the Adviser to keep the other books and
records of a Fund required by Rule 31a-1
under the 1940 Act. The Sub-Adviser
agrees that all records that it
maintains on behalf of a Fund are
property of the Fund and the Sub-Adviser
will surrender promptly to a Fund any of
such records upon the Funds 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).
(d) The Assets of the Fund shall be held by
the Funds custodian. The Sub-adviser
shall at no time have custody or
physical control of the Assets.
(e) To the extent called for by the Trusts
Compliance Policies and Procedures, or as
reasonably requested by a Fund, the Sub-
Adviser shall provide the Fund with
information and advice regarding Assets
to assist the Fund in determining the
appropriate valuation of such Assets.
(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 reasonably likely to impair the
Sub-Advisers ability to fulfill its
commitment under this Agreement.
(h) In performance of its duties and
obligations under this Agreement, the
Sub-Adviser shall not consult with any
other sub-adviser to a Fund or a sub-
adviser to a portfolio that is under
common control with a Fund concerning
the Assets, except as permitted by the
policies and procedures of a Fund. The
Sub-Adviser shall not provide investment
advice to any assets of a Fund other
than the Assets.
(i) 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 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.
To the extent permitted by law, the services
to be furnished by the Sub-Adviser under this
Agreement may be furnished through the medium
of any of the Sub-Advisers partners, officers,
employees or control affiliates; provided,
however, that the use of such mediums does not
relieve the Sub-Adviser from any obligation or
duty under this Agreement. The Sub-Adviser
will notify the Adviser of any changes in the
partners of the Sub-Adviser within a
reasonable time thereafter.
2. Additional Duties of the Sub-Adviser. In
connection with its duty to recommend the
purchase, retention and disposition of the
Assets of the Fund, subject to the provisions
of Section 1 of this Agreement, the Sub-
Adviser shall also provide the following
investment advisory services with respect to
the Assets:
(a) provide such recommendations with
respect to the purchase, retention and
disposition of the Assets of the Fund to
the Overlay Manager in the form of a
model portfolio or otherwise as
appropriate (a Model Portfolio) at such
times and in such manner as agreed upon
in writing by the Adviser and Sub-
Adviser. Sub-Adviser further
acknowledges that Sub-Advisers
investment recommendations will be
implemented by the Overlay Manager with
only limited authority to vary from such
recommendations;
(b) review the composition of the Assets in
the Model Portfolio developed by the
Sub-Adviser in light of the Prospectus
and any instructions or directions given
by the Adviser, and promptly report to
the Adviser in the event that the Sub-
Adviser concludes that investments in
the Model Portfolio do not fully comply
with any of the foregoing;
(c) with respect to the Assets, the Overlay
Manager will determine the timing and
the manner of executing transactions
within the Fund pursuant to the Sub-
Advisers Model Portfolio. The Sub-
Adviser shall not be responsible for the
timing or the manner of transactions
executed by the Overlay Manager. The
Sub-Adviser shall not be responsible for
compliance violations or variations from
the Prospectus or the Advisers
instructions or directions that result
from the manner in which the Overlay
Manager either executes or fails to
execute the Model Portfolio. The
Adviser shall provide to the Sub-Adviser
such reports or other information as the
Sub-Adviser reasonably requests to
assist the Sub-Adviser in providing the
Sub-Advisers advisory services specified
in this Agreement; and
(d) Sub-Adviser shall have no
obligation to file with respect to the
Fund any required reports with the SEC
pursuant to Section 13(f) and Section
13(g) of the Securities Exchange Act of
1934 and the rules and regulations
thereunder. Such reports with respect
to the Fund shall be filed by the
Adviser or the Overlay Manager.
3. Duties of the Adviser. The Adviser shall
continue to have responsibility for all
services to be provided to each Fund pursuant
to the Advisory Agreement and shall oversee
and review the Sub-Advisers 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 Trusts
Declaration of Trust (as defined herein),
Prospectus, Compliance Policies and
Procedures, the instructions and directions of
the Board of Trustees of the Trust, the
requirements of the 1940 Act, the Code, and
all other applicable federal and state laws
and regulations, as each is amended from time
to time.
4. Delivery of Documents. The Adviser has
furnished the Sub-Adviser with copies of each
of the following documents:
(a) The Trusts 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); and
(c) Prospectus of each Fund.
5. 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
therefore, a sub-advisory fee at the rate
specified in Schedule B which is attached
hereto and made part of this Agreement. The
fee will be calculated based on the average
daily value of the Assets and will be paid to
the Sub-Adviser monthly. For the avoidance of
doubt, notwithstanding the fact that the
Agreement has not been terminated, no fee will
be accrued under this Agreement with respect
to any day that the value of the Assets
equals zero. 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.
6. Indemnification. The Sub-Adviser shall
indemnify and hold harmless the Adviser from
and against any and all claims, losses,
liabilities or damages (including reasonable
attorneys fees and other related expenses)
directly arising from willful misfeasance, bad
faith or negligence on the part of the Sub-
Adviser in the performance of its duties or
from reckless disregard of its duties and
obligations under this Agreement; provided,
however, that the Sub-Advisers obligation
under this Paragraph 6 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 Advisers own willful
misfeasance, bad faith or negligence, or to
the reckless disregard of its duties under
this Agreement or the Advisory Agreement.
The Adviser shall indemnify and hold harmless
the Sub-Adviser from and against any and all
claims, losses, liabilities or damages
(including reasonable attorneys fees and other
related expenses) directly arising from
willful misfeasance, bad faith or negligence
on the part of the Adviser or its agents in
the performance of its duties or from reckless
disregard of their duties and obligations
under this Agreement or the Advisory
Agreement; provided, however, that the
Advisers obligation under this Paragraph 6
shall be reduced to the extent that the claim
against, or the loss, liability or damage
experienced by the Sub-Adviser, is caused by
or is otherwise directly related to the Sub-
Advisers own willful misfeasance, bad faith or
negligence, or to the reckless disregard of
its duties under this Agreement.
7. Duration and Termination. This Agreement
shall become effective upon approval by the
Trusts Board of Trustees and its execution by
the parties hereto. Pursuant to the exemptive
relief obtained in the SEC Order dated April
29, 1996, Investment Company Act Release No.
21921, approval of the Agreement by a majority
of the outstanding voting securities of a Fund
is not required, and the Sub-Adviser
acknowledges that it and any other sub-adviser
so selected and approved shall be without the
protection (if any) accorded by shareholder
approval of an investment advisers 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 a 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 automatically
and immediately in the event of its
assignment, or in the event of a termination
of the Advisory Agreement with the Trust. As
used in this Paragraph 7, 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.
8. Compliance Program of the Sub-Adviser. The
Sub-Adviser hereby represents and warrants
that:
(a) in accordance with Rule 206(4)-7 under
the Investment Advisers Act of 1940, as
amended (the Advisers Act), the Sub-
Adviser has adopted and implemented and
will maintain written policies and
procedures reasonably designed to
prevent violation by the Sub-Adviser and
its supervised persons (as such term is
defined in the Advisers Act) of the
Advisers Act and the rules the SEC has
adopted under the Advisers Act; and
(b) to the extent that the Sub-Advisers
activities or services could affect a
Fund, the Sub-Adviser has adopted and
implemented and will maintain written
policies and procedures that are
reasonably designed to prevent violation
of the federal securities laws (as such
term is defined in Rule 38a-1 under the
▇▇▇▇ ▇▇▇) by the Funds and the Sub-
Adviser (the policies and procedures
referred to in this Paragraph 8(b),
along with the policies and procedures
referred to in Paragraph 8(a), are
referred to herein as the Sub-Advisers
Compliance Program).
9. Reporting of Compliance Matters.
(a) The Sub-Adviser shall promptly provide
to the Trusts Chief Compliance Officer
(CCO) the following documents:
(i) a summary report of any deficiency
letter or similar correspondence
identifying specific concerns,
issues, alleged deficiencies or
violations of law issued by the
SEC in connection with an SEC
examination relating to Sub-
Advisers investment advisory
business and summaries of the Sub-
Advisers responses thereto,
provided that the Trusts CCO
and/or members of the SEI Fund
Compliance Department may have
access to and inspect copies of
all such deficiency letters at the
Sub-Advisers principal office;
(ii) a report of any material
violations of the Sub-Advisers
Compliance Program or any material
compliance matters (as such term
is defined in Rule 38a-1 under the
▇▇▇▇ ▇▇▇) that have occurred with
respect to the Sub-Advisers
Compliance Program;
(iii) a report of any material changes
to the policies and procedures
that compose the Sub-Advisers
Compliance Program;
(iv) a copy of the Sub-Advisers chief
compliance officers report (or
similar document(s) which serve
the same purpose) regarding his or
her annual review of the Sub-
Advisers Compliance Program, as
required by Rule 206(4)-7 under
the Advisers Act; and
(v) an annual (or more frequently as
the Trusts CCO may reasonably
request) representation regarding
the Sub-Advisers compliance with
Paragraphs 8 and 9 of this
Agreement.
(b) The Sub-Adviser shall also provide the
Trusts CCO with:
(i) reasonable access to the testing,
analyses, reports and other
documentation, or summaries
thereof, that the Sub-Advisers
chief compliance officer relies
upon to monitor the effectiveness
of the implementation of the Sub-
Advisers Compliance Program; and
(ii) reasonable access, during normal
business hours, to the Sub-
Advisers facilities for the
purpose of conducting pre-arranged
on-site compliance related due
diligence meetings with personnel
of the Sub-Adviser.
10. 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.
11. 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.
12. 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
▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇, ▇▇ ▇▇▇▇▇
Attention: Legal Department
To the Trusts CCO at:
SEI Investments Management
Corporation
▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇, ▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇ ▇▇▇▇▇
To the Sub-Adviser at:
Wellington Management Company, LLP
▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attention: Legal and Compliance
13. Neither the Adviser nor the Trust nor a Fund
shall make use of the proprietary and
confidential investment decisions or
recommendations of the Sub-Adviser for any
account other than the Assets without the
prior written consent of the Sub-Adviser. The
Sub-Adviser shall be entitled, upon request,
to review marketing materials being used by
the Adviser that references the Sub-Adviser,
and the Adviser shall make modifications
thereto as may be reasonably requested by the
Sub-Adviser from time to time.
14. Amendment of Agreement. This Agreement may be
amended only by written agreement of the
Adviser and the Sub-Adviser and only in
accordance with the provisions of the 1940 Act
and the rules and regulations promulgated
thereunder.
15. Entire Agreement. This Agreement embodies the
entire agreement and understanding between the
parties hereto, and supersedes all prior
agreements and understandings relating to this
Agreements 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.
In the event the terms of this Agreement are
applicable to more than one portfolio of the
Trust (for purposes of this Paragraph 15, each
a Fund), the Adviser is entering into this
Agreement with the Sub-Adviser on behalf of
the respective Funds severally and not
jointly, with the express intention that the
provisions contained in each numbered
paragraph hereof shall be understood as
applying separately with respect to each Fund
as if contained in separate agreements between
the Adviser and Sub-Adviser for each such
Fund. In the event that this Agreement is
made applicable to any additional Funds by way
of a Schedule executed subsequent to the date
first indicated above, provisions of such
Schedule shall be deemed to be incorporated
into this Agreement as it relates to such Fund
so that, for example, the execution date for
purposes of Paragraph 7 of this Agreement with
respect to such Fund shall be the execution
date of the relevant Schedule.
16. Miscellaneous.
(a) 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 a Fund
or the Trust.
(b) Where the effect of a requirement of the 1940
Act or Advisers 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
Wellington Management Company, LLP
By:
____________________________________
By:
____________________________________
Name:
____________________________________
Name:
____________________________________
Title:
____________________________________
Title:
____________________________________
Schedule A
to the
Sub-Advisory Agreement
between
SEI Investments Management Corporation
and
Wellington Management Company, LLP
As of June ____, 2014
SEI INSTITUTIONAL MANAGED TRUST
Tax-Managed Small/Mid Cap Fund
Schedule B
to the
Sub-Advisory Agreement
between
SEI Investments Management Corporation
and
Wellington Management Company, LLP
As of June ____, 2014
Pursuant to Paragraph 5, the Adviser shall pay the
Sub-Adviser compensation at an annual rate as
follows:
SEI Institutional Managed Trust
Tax-Managed Small/Mid Cap Fund
The fee schedule below will be applied to the sum of
the average daily value of the Assets of the SEI
Institutional Managed Trust Tax-Managed Small Cap
Fund and the average daily value of the Assets of
any other small/mid cap equity SEI mutual fund or
account (each a Small/Mid Cap Fund, collectively the
Small/Mid Cap Funds) to which ▇▇▇▇▇▇ ▇▇▇▇▇▇ (or his
successor), a portfolio manager of the Sub-Adviser,
may now or in the future provide investment
advisory/sub-advisory services. Each Small/Mid Cap
Fund will be responsible for its pro rata portion of
the total fee determined pursuant to this paragraph
based on the relative values of the average daily
Assets of the Small/Mid Cap Funds for which ▇▇.
▇▇▇▇▇▇ provides investment advisory services (as set
forth below):
* [REDACTED]per annum of the average daily value
of the Assets on the first $50 million
* [REDACTED]per annum of the average daily value
of the Assets on the next $50 million
* [REDACTED]per annum of the average daily value
of the Assets over $100 million
As of the effective date of this Schedule B, ▇▇.
▇▇▇▇▇▇ provides investment advisory services to the
following
Small/Mid Cap Funds:
* SEI Institutional Investments Trust Small/Mid
Cap Equity Fund; and
* SEI Institutional Managed Trust Tax-Managed
Small Cap Fund; and
* SEI Canada U.S. Small Company Fund.
SEI Investments Management Corporation
Wellington Management Company, LLP
By:
____________________________________
By:
____________________________________
Name:
____________________________________
Name:
____________________________________
Title:
____________________________________
Title:
____________________________________
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