SUB-ITEM 77Q1(e)
INVESTMENT SUB-ADVISORY AGREEMENT
SEI INSTITUTIONAL MANAGED TRUST
AGREEMENT made this 12 day of March , 2014,
between SEI Investments Management Corporation,
(the Adviser) and Artisan Partners Limited
Partnership (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 Fund
(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 Trusts
Board of Trustees, the Sub-Adviser shall
manage all of the securities and other
assets of the Portfolio entrusted to it
hereunder (the Assets), including the
purchase, retention and disposition of the
Assets, in accordance with the Portfolios
investment objectives, policies and
restrictions as stated in the Portfolios
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, determine from time to time what
Assets 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 Trusts 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
Portfolio 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 Portfolios
registration Statement (as defmed
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
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
defmed 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 Portfolio
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. Inaddition, 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 Trusf s principal
underwriter) if the Sub-Adviser believes
that the quality of the transaction and the
commission are comparable to what they
would be with other qualified frrms. Inno
instance, however, will the Portfolios
Assets be purchased from or sold to the
Adviser, Sub-Adviser, the Trusts 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 3la-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-
Advisers services under this Agreement
needed by the Adviser to keep the other
books and records of the Portfolio required
by Rule 3la-l 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. 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
Portfolios request; provided, however, that
the Sub-Adviser may retain a copy of such
records. Inaddition, for the duration of
this Agreement, the Sub-Adviser shall
preserve for the periods prescribed by Rule
3 la-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, ifthere is no successor
sub-adviser, to the Adviser).
(e) The Sub-Adviser shall provide the
Portfolios custodian on each business day
with information relating to all
transactions concerning the Portfolios
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-Advisers
ability to fulfill its commitment under
this Agreement.
(h) (i) Except under the circumstances set
forth in subsection (ii), the Sub-
Adviser shall not be responsible for
reviewing proxy solicitation materials
or voting and handling proxies in
relation to the securities held as
Assets in the Portfolio. The Sub-
Adviser shall instruct the custodian
and other parties providing services to
the Portfolio to promptly forward
misdirected proxies to the Adviser.
(ii) The Sub-Adviser hereby agrees that
upon 60 days written notice from the
Adviser, the Sub-Adviser shall assume
responsibility for reviewing proxy
solicitation materials and voting
proxies in relation to the securities
held as Assets in the Portfolio. As of
the time as the Sub-Adviser shall
assume such responsibilities with
respect to proxies under this sub
section (ii), the Adviser shall
instruct the custodian and other
parties providing services to the
Portfolio to promptly forward
misdirected proxies to the Sub-Adviser.
(i) In performance of its duties and
obligations under this Agreement, the
Sub-Adviser shall not consult with any
other sub-adviser to the Portfolio or a
sub-adviser to a portfolio that is under
common control with the Portfolio
concerning the Assets, except as permitted
by the policies and procedures of the
Portfolio. The Sub-Adviser shall not
provide investment advice to any assets of
the Portfolio other than the Assets.
2. DUTIES OF TIIE 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-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), 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:
(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);
(c) Prospectus( es) of the Portfolio.
4. COMPENSATION TO TIIE 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-Advisers 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
attorneys fees and other related expenses)
howsoever arising from or in connection with
the performance of the Sub Advisers
obligations under this Agreement; provided,
however, that the Sub-Advisers 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 Advisers 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
Trusts 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 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
Portfolio(s) involved, the Agreement shall
become effective upon its approval by the
Trusts Board of Trustees. Any Sub-Adviser so
selected and approved shall be without the
protection 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 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 the 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 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 Advisers 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 oflaw 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
Xxx Xxxxxxx Xxxxxx Xxxx Xxxx, XX
00000
Attention: Legal Department
To the Sub-Adviser at:
Artisan Partners Limited Partnership
000 Xxxx Xxxxxxxxx Xxxxxx, Xxxxx 000
Xxxxxxxxx, XX 00000
Attention: General Counsel
IO. 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.
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 Portfolio 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 WI1NESS WHEREOF, the parties hereto have
caused this Agreement to he executed by their
officers designated below as of the day and
year first written above.
SEI Investments Management Corporation Artisan
Partners Limited Partnership
By:
___/s/ Xxxxx X. Buser____________
By:
____/s/ Xxxxx Needham_________________
Name:
___/s/ Xxxxx X. Buser_____________
Name:
____/s/ Xxxxx Needham_________________
Title:
___Vice President____________________
Title:
____President
_________________
By:
___/s/ Xxxxx X. Johnson_____________
By:
____/s/ Xxxxx Needham_________________
Name:
___/s/ Xxxxx X. Johnson______________
Name:
____/s/ Xxxxx Needham_________________
Title:
___Vice President and Secretary
_
Title:
____President
_________________
?
SCHEDULE A TO THE
SUB-ADVISORY AGREEMENT
BETWEEN
SEI INVESTMENTS MANAGEMENT CORPORATION
AND
ARTISAN PARTNERS LIMITED PARTNERSHIP
Pursuant to Article 4, the Adviser shall pay the
Sub-Adviser compensation at an annual rate as
follows:
[REDACTED]
SEI Investments Management Corporation
Artisan Partners Limited Partnership
By:
___/s/ Xxxxx X. Buser____________
By:
____/s/ Xxxxx Needham_________________
Name:
___/s/ Xxxxx X. Buser_____________
Name:
____/s/ Xxxxx Needham_________________
Title:
___Vice President____________________
Title:
____President
_________________
By:
___/s/ Xxxxx X. Johnson_____________
By:
____/s/ Xxxxx Needham_________________
Name:
___/s/ Xxxxx X. Johnson______________
Name:
____/s/ Xxxxx Needham_________________
Title:
___Vice President and Secretary
_
Title:
____President
_________________
