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 Parametric Portfolio Associates
(Parametric), a Delaware corporation, and SEI
Investments Management Corporation, a Delaware
corporation (the Adviser), is made effective as of
the ____ day of June 2014.
WHEREAS, Parametric and the Adviser previously
entered into an Investment Sub-Advisory Agreement
dated as of June 27, 2005 (the Agreement); and
WHEREAS, pursuant to the Agreement, Adviser
has retained Parametric to provide investment
management and advisory services for certain
Portfolios for which Adviser serves as investment
manager; and
WHEREAS, a Portfolio may be managed by one or
more sub-advisers selected by the Adviser that make
purchase or sale recommendations with respect to
certain assets of the Portfolio, with those
recommendations executed as appropriate by a
separate sub-adviser (the Overlay Manager); and
WHEREAS, the Adviser desires to appoint
Parametric to serve as Overlay Manager with respect
to the Assets of each Portfolio set forth on
Schedule A, attached hereto, and Parametric is
willing to provide such services; and
WHEREAS, the parties also desire to amend
Schedule B of the Agreement, attached hereto; and
WHEREAS, the parties also wish to add the Tax-
Managed Managed Volatility Fund and the Tax-Managed
Large Cap Fund to the Agreement, which such funds
were previously set forth in a separate agreement
dated June 30, 2011, as amended.
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 apply to a
Portfolio for which Parametric serves as Overlay
Manager.
3. To the extent that the Agreement
conflicts with this Amendment, the Amendment will
control.
4. With respect to the Assets of a
Portfolio for which Parametric serves as Overlay
Manager, the Adviser shall inform Parametric of the
sub-advisers that will make purchase or sale
recommendations with respect to the Assets of the
Portfolio and the percentage of the Assets of the
Portfolio that are allocated to each such sub-
adviser. The Adviser shall deliver to Parametric,
the purchase and sale recommendations of the sub-
adviser in the form of model portfolios or otherwise
as appropriate, at such times and in such manner as
the Adviser deems appropriate.
5. As Overlay Manager, Parametric shall
execute the purchase and sale recommendations of
each sub-adviser with respect to the portion of the
Assets of each Portfolio allocated to such sub-
adviser, with discretion to determine the timing and
manner of such execution and subject to any
guidelines, limitations or restrictions provided by
the Adviser in writing.
6. With respect to any Assets of a
Portfolio for which the Adviser appoints Parametric
to be the Overlay Manager, Parametric shall file
with respect to such Assets any required reports
with the SEC pursuant to Section 13(f) and Section
13(g) of the Securities Exchange Act of 1934, as
amended and the rules and regulations thereunder.
7. Schedules A and B of the Agreement are
hereby deleted and replaced with Schedules A and B
attached hereto.
IN WITNESS WHEREOF, the parties have duly
executed this Amendment to the Agreement on the date
first above written.
SEI INVESTMENT MANAGEMENT CORPORATION
By:_______________________________
Name:_____________________________
Title:______________________________
PARAMETRIC PORTFOLIO ASSOCIATES
By:_______________________________
Name:_____________________________
Title:______________________________
Schedule A
to the
Sub-Advisory Agreement
between
SEI Investments Management Corporation
and
Parametric Portfolio Associates
As of June 27, 2005, as amended June ___, 2014
SEI INSTITUTIONAL MANAGED TRUST
Sub-Adviser
Tax-Managed Large Cap Fund
Tax-Managed Small/Mid Cap Fund
Overlay Manager
Tax-Managed Managed Volatility Fund
Tax-Managed Large Cap Fund
Tax-Managed Small/Mid Cap Fund
Agreed and Accepted:
SEI Investments Management Corporation
Parametric Portfolio Associates
By:
____________________________________
By:
____________________________________
Name:
____________________________________
Name:
____________________________________
Title:
____________________________________
Title:
____________________________________
Schedule B
to the
Sub-Advisory Agreement
between
SEI Investments Management Corporation
and
Parametric Portfolio Associates
As of June 27, 2005, as amended June ___, 2014
Pursuant to Paragraph 4, the Adviser shall pay
Parametric compensation at an annual rate as
follows:
SEI Institutional Managed Trust
Tax-Managed Managed Volatility Fund [REDACTED]
Tax-Managed Large Cap Fund and Tax-Managed Small/Mid
Cap Fund
As of the effective date of this Agreement,
the Sub-Adviser currently provides investment
advisory/sub-advisory overlay services to the
following SEI mutual funds (each an Overlay
Services SEI Fund, collectively the Overlay
Services SEI Funds):
* SEI Institutional Managed Trust Tax-Managed
Large Cap Fund;
* SEI Institutional Managed Trust Tax-Managed
Small/Mid Cap Fund; and
* New Covenant Growth Fund
The Sub-Adviser shall receive from the Adviser
a single, combined monthly fee for services
provided to the Overlay Services SEI Funds.
The average daily assets of each Overlay
Services SEI Fund (the Individual Overlay
Assets) will be applied to the fee schedule
set forth in Table 1 to determine each Overlay
Services SEI Funds pro rata portion of the
total monthly fee.
Table 1
Individual Overlay Assets
Annual Fee
Individual Overlay Assets below
$100 million
[REDACTED]
Individual Overlay Assets above
$100 million to $300 million
[REDACTED]
Individual Overlay Assets above
$300 million to $500 million
[REDACTED]
Individual Overlay Assets above
$500 million to $1 billion
[REDACTED]
Individual Overlay Assets above
$1 billion
[REDACTED]
The total fee is calculated by aggregating the
Individual Overlay Asset fees determined for
each Overlay Service SEI Fund and multiplying
the sum by the discount set forth below in
Table 2. The discount is determined by
aggregating all Individual Overlay Assets. In
all cases, the fees represent waterfall or
declining incremental fees, and increasing
incremental discounts.
Table 2
Aggregate Overlay Assets
Annual
Discount
Aggregate Overlay Assets below
$5billion
[REDACTED]
Aggregate Overlay Assets above
$5 billion to $10 billion
[REDACTED]
Aggregate Overlay Assets above
$10 billion to $20 billion
[REDACTED]
Aggregate Overlay Assets above
$20 billion to $30 billion
[REDACTED]
Aggregate Overly Assets above
$30 billion
[REDACTED]
Agreed and Accepted:
SEI Investments Management Corporation
Parametric Portfolio Associates
By:
____________________________________
By:
____________________________________
Name:
____________________________________
Name:
____________________________________
Title:
____________________________________
Title:
____________________________________
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