ASSUMPTION AGREEMENT
AGREEMENT made as of March 28, 2003 between XXXXXXX, XXXXX & CO. ("GS&Co.") and
XXXXXXX SACHS ASSET MANAGEMENT, L.P. ("GSAM LP"), each a wholly-owned direct and
indirect subsidiary of THE XXXXXXX XXXXX GROUP, INC.
WHEREAS, SEI Institutional Managed Trust (the "Trust") is registered as an
open-end management investment company under the Investment Company Act of 1940,
as amended (the "1940 Act");
WHEREAS, GS&Co. has been previously appointed as sub-investment adviser to
the Large Cap Growth Fund and Tax Managed Large Cap Fund (the "Funds") of the
Trust pursuant to an Investment Sub-Advisory Agreement with SEI Investments
Management Corporation dated January 24, 2003 (the "Investment Sub-Advisory
Agreement"); and
WHEREAS, GS&Co. and GSAM LP intend that GSAM LP act as sub-investment
adviser with respect to the Funds pursuant to the Investment Sub-Advisory
Agreement.
NOW, THEREFORE, the parties hereto, intending to be legally bound, agree as
follows:
1. GSAM LP hereby assumes all rights and obligations of GS&Co. under the
Investment Sub-Advisory Agreement with respect to the Funds.
2. GS&Co. and GSAM LP hereby represent that after the assumption referred
to above: (a) the management personnel of GS&Co. responsible for providing
sub-investment advisory services to the Funds under the Investment Sub-Advisory
Agreement, including the portfolio managers and the supervisory personnel, will
provide the same services for the Funds as officers or employees of GSAM LP; and
(b) both GS&Co. and GSAM LP will be wholly-owned direct and indirect
subsidiaries of The Xxxxxxx Sachs Group, Inc. Consequently, GS&Co. and GSAM LP
believe that the assumption effected by this Agreement does not involve a change
in actual control or actual management with respect to the sub-investment
adviser for the Funds.
3. GSAM LP is hereby bound by all of the terms of the Investment
Sub-Advisory Agreement, which will continue in full force and effect with
respect to GSAM LP.
IN WITNESS WHEREOF, the parties hereto have caused this instrument to be
executed by their officers designated below as of the day and year first above
written.
Attest: XXXXXXX, XXXXX & CO.
/s/ Xxxxx X. XxXxxxxx
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By: /s/ Xxx X. Xxxxxx
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Name: Xxx X. Xxxxxx
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Title: Vice President
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Attest:
/s/ Xxxxx X. XxXxxxxx
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By: /s/ Xxxxxx Xxxxxxx
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Name: Xxxxxx Xxxxxxx
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Title: Authorized Signatory
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Acknowledged and Accepted as of the Date
First Set Forth Above:
SEI INVESTMENTS MANAGEMENT CORPORATION
By: /s/ Xxxx Xxxxxxxxx
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Name: Xxxx Xxxxxxxxx
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Title: Vice President
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