Exhibit 99.B(9)(a)
MANAGEMENT AGREEMENT
TRUSTFUNDS INSTITUTIONAL MANAGED TRUST
THIS AGREEMENT is made as of this ____ day of __________, 1986 by and
between TrustFunds Institutional Managed Trust (the "Trust"), a Massachusetts
business trust, and SEI Financial Management Corporation (the "Manager"), a
Delaware corporation.
WHEREAS the Trust is a diversified open-end investment company
registered under the Investment Company Act of 1940, as amended (the "1940
Act"); and
WHEREAS the Manager is willing to provide management, administrative,
transfer agent and unitholder servicing services to the Trust's Short-Term
Bond Portfolio, Intermediate-Term Bond Portfolio, Long-Term Bond Portfolio,
Growth Portfolio, Value Portfolio, Equity Income Portfolio, Balanced
Portfolio and such other portfolios as the Trust and the Manager may agree on
("Portfolios"), on the terms and conditions hereinafter set forth;
NOW, THEREFORE, in consideration of the promises and the covenants
hereinafter contained, the Trust and the Manager hereby agree as follows:
ARTICLE 1. Retention of the Manager. The Trust hereby retains the Manager
to act as the Manager and Unitholder Servicing Agent of the Portfolios and to
furnish the Portfolios with management, administrative, transfer agent and
unitholder servicing services as set forth below. The Manager hereby accepts
such employment to perform the duties set forth below. The Manager shall, for
all purposes herein, be deemed to be an independent contractor and, unless
otherwise expressly provided or authorized, shall have no authority to act
for or represent the Trust in any way and shall not be deemed an agent of the
Trust. All of the Manager's duties shall be subject always to the objective,
policies and restrictions contained in the Trust's current registration
statement under the 1940 Act, to the Trust's Declaration of Trust and
By-Laws, to the provisions of the 1940 Act, and to any other guidelines that
may be established by the Trust's Trustees. The Manager shall calculate the
daily net asset value of the Portfolios in accordance with the procedures
prescribed in the Trust's Registration Statement and such other procedures as
may be established by the Trustees of the Trust.
ARTICLE 2. Evaluation Services. The Manager shall oversee and monitor the
performance of the Portfolios' investment advisers and shall furnish to the
Trust such information, evaluations, analyses and opinions regarding said
performance as the Trustees may, from time to time, reasonably request;
provided, however, that the Manager shall have no authority to
make and shall not make investment decisions for the Portfolios nor furnish
any advice with respect to the desireability of making such investment
decisions.
ARTICLE 3. Transfer Agent Services. The Manager will act as Transfer
Agent for the Portfolios and, as such, will record in an account (the
"Account") the total number or units of beneficial interest ("Units") of each
Portfolio issued and outstanding from time to time and will maintain Unit
transfer records in which it will note the name and registered addresses of
Unitholders, and the number of Units from time to time owned by each of them.
Each Unitholder will be assigned one or more account numbers. The Manager is
authorized to set up accounts and record transactions in the accounts on the
basis of instructions received from Unitholders when accompanied by
remittance in appropriate amount as provided in the Trust's then current
prospectus. The Trust will not issue certificates representing its Units.
Whenever Units are purchased or issued, the Manager shall credit the Account
with the Units issued, and credit the proper number of Units to the
appropriate Unitholder. Likewise, whenever the Manager has occasion to redeem
Units owned by a Unitholder, the Trust authorizes the Manager to process the
transaction by making appropriate entries in its Unit transfer records and
debiting the Account.
Upon receipt by the Trust's Wire Agent (currently the United States
National Bank of Oregon) on behalf of the Manager of funds through the
Federal Reserve wire system or conversion into Federal funds of funds
transmitted by other means for the purchase of Units in accordance with the
Trust's current prospectus, the Manager shall notify the Trust of such
deposits on a daily basis. The Manager shall credit the Unitholder's account
with the number of shares purchased according to the price of the Units in
effect for such purchases determined in the manner set forth in the Trust's
then current prospectus. The Manager shall process each order for the
redemption of Units from or on behalf of a Unitholder, and shall cause cash
proceeds to be wired in Federal funds. The requirements as to instruments of
transfer and other documentation, the applicable redemption price and the
time of payment shall be as provided in the then current prospectus, subject
to such supplemental requirements consistent with such prospectuses as may be
established by mutual agreement between the Trust and Manager. If the Manager
or the Trust determines that a request for redemption does not comply with
the requirements for redemption, the Manager shall promptly so notify the
Unitholder, together with the reason therefor, and shall effect such
redemption at the price next determined after receipt of documents complying
with said standards. On each day that the Trust's custodian banks and the New
York Stock Exchange are open for business ("Business Day"), the Manager shall
notify the Custodian of the amount of cash or other assets required to meet
payments made pursuant to the provisions of this paragraph, and the Trust
shall instruct the Custodian to make available from
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time to time sufficient funds or other assets therefor. The authority of the
Manager to perform its responsibilities under this paragraph shall be
suspended upon receipt by it of notification from the Securities and Exchange
Commission or the Trustees of the suspension of the determination of the
Trust's net asset value.
In registering transfers, the Manager may rely upon the opinion of counsel
in not requiring complete documentation, in registering transfers without
inquiry into adverse claims, in delaying registration for purposes of such
inquiry, or in refusing registration where in its judgment an adverse claim
requires such refusal.
The Trust warrants that it has or shall deliver to the Manager, as
transfer agent:
(a) A copy of the Declaration of Trust of the Trust, incorporating
all amendments thereto, certified by the Secretary or Assistant Secretary
of the Trust;
(b) an opinion of counsel to the Trust with respect to (i) the
legality and continuing existence of the Trust, (ii) the legality of its
outstanding Units of beneficial interest, and (iii) the number of Units
authorized for issuance and stating that upon issuance they will be
validly issued and nonassessable; and
(c) The Trust's Secretary's or Assistant Secretary's certificate
as to the authorized outstanding Units of the Trust, its address to which
notices may be sent, the names and specimen signatures of its officers who
are authorized to sign instructions or requests to the Manager on behalf
of the Trust, and the name and address of legal counsel to the Trust. In
the event of any future amendment or change in respect of any of the
foregoing, prompt written notification of such change shall be given by
the Trust to the Manager, together with copies of all relevant
resolutions, instruments or other documents, specimen signatures,
certificates, opinions to the like as the Manager may deem necessary or
appropriate.
ARTICLE 4. Dividend Disbursing Agent. The Manager shall act as Dividend
Disbursing Agent for the Trust and, as such, in accordance with the
provisions of the Trust's Declaration of Trust and then current prospectus,
shall prepare and wire or credit income and capital gains distributions to
Unitholders. The Trust agrees that it shall promptly inform the Manager of
the declaration of any dividend or distribution on its Units, and that on or
before the payment date of a distribution, it shall instruct the Custodian to
make available, at the instruction of the Dividend Disbursing Agent,
sufficient funds for the cash
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amount to be paid out. If a Unitholder is entitled to receive additional
Units by virtue of any such distribution or dividend, appropriate credits
will be made to the Unitholder's account.
ARTICLE 5. Other Administrative Services. In addition to the services
described above, the Manager shall perform or supervise the performance by
others of other administrative services in connection with the operations of
the Portfolios, and, on behalf of the Trust, will investigate, assist in the
selection of and conduct relations with custodians, depositories,
accountants, underwriters, brokers and dealers, corporate fiduciaries,
insurers, banks and persons in any other capacity deemed to be necessary or
desirable for the Portfolios' operation. The Manager shall provide the Trust
with regulatory reporting and related bookkeeping services, all necessary
office space, equipment, personnel compensation and facilities (including
facilities for Unitholders' and Trustees' meetings) for handling the affairs
of the Portfolios and such other services as the Manager shall, from time to
time, determine to be necessary to perform its obligations under this
Agreement. The Manager shall make reports to the Trust's Trustees concerning
the performance of its obligations hereunder; furnish advice and
recommendations with respect to other aspects of the business and affairs of
the Portfolios as the Trust shall determine desirable, and shall provide the
Portfolios' Unitholders with the reports described in the Trust's current
prospectus. Also, the Manager will perform other services for the Trust as
agreed from time to time, including, but not limited to, preparation and
mailing of appropriate federal income tax forms; mailing the annual reports
of the Trust; preparing an annual list of Unitholders; furnishing the Trust
with such reports regarding the sale and redemption of Units as may be
required in order to comply with federal and state securities law; and
mailing notices of Unitholders' meetings, proxies and proxy statements, for
all of which the Trust will pay the Manager's out-of-pocket expenses.
ARTICLE 6. Allocation of Charges and Expenses.
(A) The Manager. The Manager shall furnish at its own expense the
executive, supervisory and clerical personnel necessary to perform its
obligations under this Agreement. The Manager shall also provide the items
which it is obligated to provide under this Agreement, and shall pay all
compensation, if any, of officers of the Trust as well as all Trustees of the
Trust who are affiliated persons of the Manager or any affiliated
corporation; provided, however, that unless otherwise specifically provided,
the Manager shall not be obligated to pay the compensation of any employee of
the Trust retained by the Trustees of the Trust to perform services on behalf
of the Trust.
(B) The Trust. The Trust assumes and shall pay or cause to be paid all
other expenses of the Trust not otherwise allocated herein, including,
without limitation, organizational costs,
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taxes, expenses for legal and auditing services, the expenses of preparing
(including typesetting), printing and mailing reports, prospectuses,
statements of additional information, proxy solicitation material and
notices to existing Unitholders, all expenses incurred in connection with
issuing and redeeming Trust Units, the costs of custodial services, the cost
of initial and ongoing registration of the Trust's Units under federal and
state securities laws, fees and out-of-pocket expenses of Trustees who are
not affiliated persons of the Manager of any affiliated corporation,
insurance, interest, brokerage costs, litigation and other extraordinary or
nonrecurring expenses, all fees and charges of investment advisers to the
Trust, and distribution expenses in accordance with the Trust's Distribution
Plan.
ARTICLE 7. Compensation Of The Manager
(A) Management Fee. For the services to be rendered, the facilities
furnished and the expenses assumed by the Manager pursuant to this Agreement,
the Trust shall pay to the Manager compensation at an annual rate of ___% of
the average daily net assets of each Portfolio other than the Short-Term
Bond, Intermediate-Term Bond, Long-Term Bond, Growth, Value, Equity Income
and Balanced Portfolios shall be as agreed upon by the parties to this
Agreement.) Such compensation shall be calculated and accrued daily, and
paid to the Manager monthly (subject to any expenses to be borne by the
Manager under Article 7(b) herein). If this Agreement becomes effective
subsequent to the first day of a month or terminates before the last day of a
month, the Manager's compensation for that part of the month in which this
Agreement is in effect shall be prorated in a manner consistent with the
calculation of the fees as set forth above. Payment of the Manager's
compensation for the preceding month shall be made promptly after completion
of the computations contemplated by paragraph (B) of this Article 7.
(B) Excess Expenses. If the expenses of any Portfolio for any fiscal
year (including fees and other amounts payable to the Manager, but excluding
interest, taxes, brokerage costs, litigation and other extraordinary costs)
as calculated every Business Day would exceed (i) an annual rate of ___% of a
Portfolio's average daily net asset value (or, with respect to a Portfolio
other than the Short-Term Bond, Intermediate-Term Bond, Long-Term Bond,
Growth, Value, Equity Income and Balanced Portfolios, such other annual rate
as agreed to by the parties to this Agreement), or (ii) the expense
limitations imposed on investment companies by any applicable statute or
regulatory authority of any jurisdiction in which units are qualified for
offer and sale, the Manager shall bear such excess cost. However, the
Manager will not bear expenses of the Trust to an extent which would result
in the Trust's inability to qualify as a regulated investment company under
provisions of the Internal Revenue Code. Payment of expenses by the Manager
pursuant to
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this Article 7(B) shall be settled on a monthly basis (subject to fiscal year
end reconciliation) by a reduction in the fee payable to Manager for such
month pursuant to Article 7(A) above and, if such reduction shall be
insufficient to offset such expenses, by reimbursing the Trust. Any excess
expenses borne under Article 7(B)(i) (including any fees waived by the
Manager) may be recovered by the Manager from the Trust when such recovery
would not cause the Trust's expenses to exceed the expense limitation set
forth in this paragraph.
(C) Compensation from Transactions. The Trust hereby authorizes any
entity or person associated with the Manager which is a member of a national
securities exchange to effect any transaction on the exchange for the account
of the Trust which is permitted by Section 11(a) of the Securities Exchange
Act of 1934 and Rule 11a2-2(T) thereunder, and the Trust hereby consents to
the retention of compensation for such transactions in accordance with Rule
11a2-2(T)(a)(2)(iv).
(D) Survival of Compensation Rates. All rights of compensation under this
Agreement shall survive the termination of this Agreement.
ARTICLE 8. Limitation of Liability of the Manager. The duties of the
Manager shall be confined to those expressly set forth herein, and no implied
duties are assumed by or may be asserted against the Manager hereunder. The
Manager shall not be liable for any error of judgment or mistake of law or
for any loss arising out of any investment or for any act or omission in
carrying out its duties hereunder, except a loss resulting from willful
misfeasance, bad faith or gross negligence in the performance of its duties,
or by reason of reckless disregard of its obligations and duties hereunder,
except as may otherwise be provided under provisions of applicable state law
which cannot be waived or modified hereby. (As used in this Article 8, the
term "Manager' shall include directors, officers, employees and other
corporate agents of the Manager as well as that corporation itself.) So long
as the Manager acts in good faith and with due diligence and without gross
negligence, the Trust assumes full responsibility and shall indemnify the
Manager and hold it harmless from and against any and all actions, suits and
claims, whether groundless or otherwise, and from and against any and all
losses, damages, costs, charges, reasonable counsel fees and disbursements,
payments, expenses and liabilities (including reasonable investigation
expenses) arising directly or indirectly out of said management and transfer,
dividend disbursing and unitholder servicing agency relationship to the Trust
or any other service rendered to the Trust hereunder. The indemnity and
defense provisions set forth herein shall indefinitely survive the
termination of this Agreement. The rights hereunder shall include the right
to reasonable advances of defense expenses in the event of any pending or
threatened litigation with respect to which indemnification hereunder may
ultimately be merited. In
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order that the indemnification provision contained herein shall apply,
however, it is understood that if in any case the Trust may be asked to
indemnify or hold the Manager harmless, the Trust shall be fully and promptly
advised of all pertinent facts concerning the situation in question, and it is
further understood that the Manager will use all reasonable care to identify
and notify the Trust promptly concerning any situation which presents or
appears likely to present the probability of such a claim for indemnification
against the Trust, but failure to do so in good faith shall not affect the
rights hereunder.
The Manager may apply to the Trust at any time for instructions and may
consult counsel for the Trust or its own counsel and with accountants and
other experts with respect to any matter arising in connection with the
Manager's duties, and the Manager shall not be liable or accountable for any
action taken or omitted by it in good faith in accordance with such
instruction or with the opinion of such counsel, accountants or other
experts. Also, the Manager shall be protected in acting upon any document
which it reasonably believes to be genuine and to have been signed or
presented by the proper person or persons. Nor shall the Manager be held to
have notice of any change of authority of any officer, employee or agent of
the Trust until receipt of written notice thereof from the Trust.
ARTICLE 9. Activities of the Manager. The services of the Manager
rendered to the Trust are not to be deemed to be exclusive. The Manager is
free to render such services to others and to have other businesses and
interests. It is understood that Trustees, officers, employees and
Unitholders of the Trust are or may be or become interested in the Manager, as
directors, officers, employees and shareholders or otherwise and that
directors, officers, employees and shareholders of the Manager and its
counsel are or may be or become similarly interested in the Trust, and that
the Manager may be or become interested in the Trust as a Unitholder or
otherwise.
ARTICLE 10. Duration and Termination of This Agreement. This Agreement,
unless terminated sooner as provided herein, shall remain in effect for two
years after the date of the Agreement and shall continue in effect for
successive periods of one year if such continuance is specifically approved
at least annually (i) by the Trustees of the Trust and (ii) by the vote of a
majority of the Trustees of the Trust who are not parties to this Agreement
or interested persons of any such party, cast in person at a Board of Trustees
meeting called for the purpose of voting on such approval. This Agreement may
be terminated at any time and without penalty by the Trustees of the Trust
or by the Manager on not less than 30 days nor more than 60 days written
notice to the other party hereto. Any notice under this Agreement shall be
given in writing, addressed and delivered, or mailed postpaid, to the other
party at the designated mailing address of such party.
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This Agreement shall not be assignable by either party without the written
consent of the other party.
ARTICLE 11. Amendments. This Agreement may be amended by the parties
hereto only if such amendment is specifically approved (i) by the vote of a
majority of the Trustees of the Trust who are not parties to this Agreement
or interested persons of any such party, cast in person at a Board of
Trustees meeting called for the purpose of voting on such approval. For
special cases, the parties hereto may amend such procedures set forth herein
as may be appropriate or practical under the circumstances, and the Manager
may conclusively assume that any special procedure which has been approved by
the Trust does not conflict with or violate any requirements of its
Declaration of Trust, By-Laws or prospectus, or any rule, regulation or
requirement of any regulatory body.
ARTICLE 12. Trustees' Liability. A copy of the Declaration of Trust of
the Trust is on file with the Secretary of State of the Commonwealth of
Massachusetts, and notice is hereby given that this instrument is executed on
behalf of the Trustees of the Trust as Trustees and not individually and that
the obligations of this instrument are not binding upon any of the Trustees,
Officers or Unitholders of the Trust individually, but binding only upon the
assets and property of the Trust.
ARTICLE 13. Certain Records. The Manager shall maintain customary
records in connection with its duties as specified in this Agreement. Any
records required to be maintained and preserved pursuant to Rules 31a-1 and
31a-2 under the 1940 Act which are prepared or maintained by the Manager on
behalf of the Trust shall be prepared and maintained at the expense of the
Manager, but shall be the property of the Trust and will be made available to
or surrendered promptly to the Trust on request. In case of any request or
demand for the inspection of such records by another party, the Manager shall
notify the Trust and follow the Trust's instructions as to permitting or
refusing such inspection; provided that the Manager may exhibit such records
to any person in any case where it is advised by its counsel that it may be
held liable for failure to do so, unless (in cases involving potential
exposure only to civil liability) the Trust has agreed to indemnify the
Manager against such liability.
ARTICLE 14. Definitions of Certain Terms. The terms "interested person"
and "affiliated person," when used in this Agreement, shall have the
respective meanings specified in the 1940 Act and the rules and regulations
thereunder, subject to such exemptions as may be granted by the Securities
and Exchange Commission.
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ARTICLE 15. Governing Law. This Agreement shall be construed in
accordance with the laws of the Commonwealth of Massachusetts and the
applicable provisions of the 1940 Act. To the extent that the applicable Laws
of the Commonwealth of Massachusetts, or any of the provisions herein,
conflict with the applicable provisions of the 1940 Act, the latter shall
control.
ARTICLE 16. Multiple Originals. This Agreement may be executed in two
or more counterparts, each of which when so executed shall be deemed to be an
original, but such counterparts shall together constitute but one and the
same instrument.
IN WITNESS WHEREOF, the parties hereto have executed and delivered this
Agreement as of the day and year first above written.
TRUSTFUNDS INSTITUTIONAL MANAGED TRUST
By
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SEI FINANCIAL MANAGEMENT CORPORATION
By
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