<PAGE> 1
November 15, 1995
Securities & Exchange Commission
450 5th Street, N.W.
Washington, DC 20549
RE: Rule 24f-2 Notice for SEI Institutional Managed Trust
SEC File No.33-9504
Ladies and Gentlemen:
Pursuant to Rule 24f-2 under the Investment Company
Act of 1940, you are hereby notified as follows:
(i) the fiscal year of the Trust for which this Notice is
filed is the year ended September 30, 1995.
(ii) the number of securities of the same class of the
Trust which had been registered under the Securities Act
of 1933 other than pursuant to Rule 24f-2 which remained
unsold at the beginning of such fiscal year was: 0
(iii) the number of securities of the Trust registered
during such fiscal year other than pursuant to Rule
24f-2 was: 0.
(iv) the number of securities of the Trust sold during
such fiscal year was: 134,849,171.
(v) the number of securities of the Trust sold during
such fiscal year in reliance upon registration pursuant to
Rule 24f-2 was: 134,849,171.
This Notice is accompanied by an opinion of counsel as
to whether the securities, the registration of which this Notice
makes definite in number, were legally issued, fully paid
and non-assessable as required by paragraphs (b) (1) (v)
and (c), respectively, of Rule 24f-2.
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Securities and Exchange Commission
Page Two
November 15, 1995
*Pursuant to Rule 24f-2(c) the filing fee accompanying
this Notice was calculated as follows:
(a) actual aggregate sale price of
securities sold pursuant to
Rule 24f-2 during fiscal year
(paragraph (v) above):
$1,600,883,570
(b) reduced by the difference
between:
(1) the actual aggregate re-
demption price of
securities of the Trust
redeemed by the Trust
during such fiscal year;
$1,991,207,789
and
(2) the actual aggregate re-
demption price of such
redeemed securities
previously applied pursuant
to Rules 24e-2(a) and 24e-1
of the Act;
0
(c) net redemptions
$(390,324,219)
Fee calculated pursuant to Section 6(b) of
the Securities Act of 1933: $0
Very truly yours,
By: /s/Jeffrey A. Cohen
Jeffrey A Cohen
Controller
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November 15, 1995
Securities & Exchange Commission
450 5th Street, N.W.
Washington, DC 20549
Ladies and Gentlemen:
SEI Institutional Managed Trust (the "Trust") is a trust organized
under the laws of the Commonwealth of Massachusetts
with its principal place of business in Boston, Massachusetts.
The Trust is about to file a Rule 24f-2 Notice pursuant
to Rule 24f-2 under the Investment Company Act of 1940,
as amended, for the purpose of making definite the
number of shares of beneficial interest ("Shares") which
it has registered under the Securities Act of 1933, as
amended, and which it sold during its fiscal year ended
September 30, 1995.
As counsel to SEI Financial Services Company, I have
examined copies, either certified or otherwise proved
to be genuine, of the Trust's Agreement and Declaration
of Trust, and By-Laws, as now in effect, the minutes of
meetings of its Trustees and other documents relating
to the Trust's organization and operation, as I have deemed
necessary in rendering this opinion. I have been advised
that during its fiscal year ended September 30, 1995, the
Trust sold 134,849,171 Shares at an aggregate sales
price of $1,600,883,570 and redeemed 153,109,549
Shares having an aggregate redemption price of
$1,991,207,789. Based upon the foregoing, it is my
opinion that:
1. The Trust is authorized to issue an
unlimited number of Shares, including those Shares
now issued and outstanding. Under Massachusetts law,
such Shares which were issued and subsequently were
redeemed by the Trust may be resold.
2. The 134,849,171 Shares sold
during the Trust's fiscal year ended September 30, 1995, the
registration of which will be made definite by the filing of
a Rule 24f-2 Notice, were legally issued, fully paid and
non-assessable. I express no legal opinion with respect
to compliance with the Securities Act of 1933, the Investment
Company Act of 1940 or applicable state securities
in connection with the sale of such Shares.
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Securities and Exchange Commission
Page Two
November 15, 1995
The Trust is an entity of the type commonly known as
a "Massachusetts business trust". Under Massachusetts
law, shareholders could, under certain circumstances,
be held personally liable for the obligations of the Trust.
The Declaration of Trust states that creditors of,
contractors with and claimants against the Trust shall
look only to the assets of the Trust for payment. It also
requires that notice of such disclaimer be given in each
contract or instrument made or issued by the officers or
the Trustees of the Trust on behalf of the Trust. The
Declaration of Trust further provides: (i) for indemnification
out of Trust assets for all loss and expense of any
shareholder held personally liable for the obligations of
the Trust by virtue of ownership of Shares of the Trust;
and (ii) for the Trust to assume the defense of any claim
against the shareholder for any act or obligation of the
Trust. Thus, the risk of a shareholder incurring financial
loss on account of shareholder liability is limited to circumstances
in which the Trust would be unable to meet its obligations.
I hereby consent to this opinion accompanying the Rule
24f-2 Notice which the Trust is about to file with the
Securities and Exchange Commission.
Very truly yours,
/s/ Robert B Carroll
Robert B. Carroll, Esquire
