AMENDMENT TO INVESTMENT SUB-ADVISORY AGREEMENT FOR
THE SEI INSTITUTIONAL MANAGED TRUST
THIS AMENDMENT to the Investment Sub-Advisory
Agreement for the SEI Institutional Managed Trust
between ▇▇▇▇▇▇▇ ▇▇▇▇▇ & Company L.L.C. (the Sub-
Adviser) and SEI Investments Management Corporation,
a Delaware corporation (the Adviser), is made
effective as of the ____ day of June 2014.
WHEREAS, the Sub-Adviser and the Adviser
previously entered into an Investment Sub-Advisory
Agreement dated as of December 13, 2010 (the
Agreement); and
WHEREAS, the Adviser, with the approval of the
Trust, desires to retain the Sub-Adviser to make
purchase or sale recommendations for the Assets of a
Fund, 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) as
designated on Schedule A, attached hereto; and
WHEREAS, the parties also desire to amend
Schedule B of the Agreement, attached hereto.
NOW, THEREFORE, the parties to this Amendment,
intending to be legally bound, agree as follows:
1. Unless otherwise defined herein,
capitalized terms shall have the meaning set forth
in the Agreement.
2. Unless otherwise set forth herein, all
provisions of the Agreement shall remain in effect.
3. Duties of the Sub-Adviser With Respect
to a Model Portfolio
(a) With respect to a Fund for which
the Sub-Adviser makes purchase or
sale
recommendations for the Assets of
the Fund with those recommendations
executed as appropriate by the
Overlay Manager, as designated on Schedule A attached hereto:
(i) Sections 1(c) and 1(k) of
the Agreement are inapplicable.
(ii) Section 1(a) of the
Agreement is replaced in its
entirety with the following:
Subject to supervision by the
Adviser and the Trusts Board of Trustees,
the Sub-Adviser shall manage all
of the securities and other assets of each
Fund entrusted to it hereunder
(the Assets) by recommending the
purchase, retention and
disposition of 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.
(iii) Section 1(e) of the
Agreement is replaced with the following:
(e) 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.
(iv) The following section is
added to the Agreement.
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 the Adviser requests.
Sub-Adviser
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
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.
(d) Sub-Adviser
shall have no obligation to file with
respect to the Assets
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
Assets shall be filed by the
Adviser or the Overlay
Manager.
4. Schedule A of the Agreement is deleted
and replaced with Schedule A, attached hereto.
5. Schedule B of the Agreement is deleted
and replaced with Schedule B, attached hereto.
IN WITNESS WHEREOF, the parties hereto have
caused this Amendment to the Agreement to be
executed by their officers designated below as of
the day and year first written above.
SEI Investments Management Corporation
▇▇▇▇▇▇▇ ▇▇▇▇▇ & Company L.L.C.
By:
____________________________________
By:
____________________________________
Name:
____________________________________
Name:
____________________________________
Title:
____________________________________
Title:
____________________________________
Schedule A
to the
Sub-Advisory Agreement
between
SEI Investments Management Corporation
and
▇▇▇▇▇▇▇ ▇▇▇▇▇ & Company L.L.C.
As of December 13, 2010, as amended June ___, 2014
SEI INSTITUTIONAL MANAGED TRUST
Sub-Advisory Services
Small Cap Value Fund
Small Cap Fund
Sub-Advisory Services Pursuant to a Model Portfolio
Tax-Managed Small/Mid Cap Fund
Schedule B
to the
Sub-Advisory Agreement
between
SEI Investments Management Corporation
and
▇▇▇▇▇▇▇ ▇▇▇▇▇ & Company L.L.C.
As of December 13, 2010, as amended June ___, 2014
Pursuant to Paragraph 4, the Adviser shall pay the
Sub-Adviser compensation at an annual rate as
follows:
SEI Institutional Managed Trust
Small Cap Value Fund
[REDACTED]
Small Cap Fund
[REDACTED]
Tax-Managed Small/Mid Cap Fund [REDACTED]
Agreed and Accepted:
SEI Investments Management Corporation
▇▇▇▇▇▇▇ ▇▇▇▇▇ & Company L.L.C.
By:
____________________________________
By:
____________________________________
Name:
____________________________________
Name:
____________________________________
Title:
____________________________________
Title:
____________________________________
9
1
1-PH/2929091.1