<PAGE>
SEI INSTITUTIONAL MANAGED TRUST
HIGH YIELD BOND PORTFOLIO
CORE FIXED INCOME PORTFOLIO
BOND PORTFOLIO
SUPPLEMENT DATED AUGUST 16, 1995 TO
THE CLASS D PROSPECTUS
DATED JANUARY 31, 1995
THIS SUPPLEMENT TO THE PROSPECTUS SUPERSEDES AND REPLACES ANY EXISTING
SUPPLEMENTS TO THE PROSPECTUS. THIS SUPPLEMENT PROVIDES NEW AND ADDITIONAL
INFORMATION BEYOND THAT CONTAINED IN THE PROSPECTUS AND SHOULD BE RETAINED AND
READ IN CONJUNCTION WITH SUCH PROSPECTUS.
_________________________
EFFECTIVE MARCH 6, 1995, THE NAME OF THE PROVANTAGE CLASS OF SHARES WAS CHANGED
TO CLASS D.
_________________________
At meetings held on June 16, 1995 and adjourned until July 10, 1995, and on
August 11, 1995, Shareholders of the High Yield Bond and Bond Portfolios voted
to amend, reclassify or eliminate certain of the Portfolios' fundamental
investment policies. With respect to the High Yield Bond and Bond Portfolios,
the following amended fundamental investment policies are inserted on page 15 of
the Prospectus in place of the current fundamental investment policies:
1. With respect to 75% of its total assets, no Portfolio other than the
Real Estate Securities Portfolio may (i) purchase securities of any issuer
(except securities issued or guaranteed by the United States Government, its
agencies or instrumentalities) if, as a result, more than 5% of its total assets
would be invested in the securities of such issuer; or (ii) acquire more than
10% of the outstanding voting securities of any one issuer.
2. No Portfolio may purchase any securities which would cause more than
25% of the total assets of the Portfolio to be invested in the securities of one
or more issuers conducting their principal business activities in the same
industry, provided that this limitation does not apply to investments in
obligations issued or guaranteed by the United States Government or its agencies
and instrumentalities; and provided further that with respect to the Real Estate
Securities Portfolio, that this limitation does not apply to investments in
securities of companies principally engaged in the real estate industry.
The foregoing percentage limitations will apply at the time of the purchase
of a security. Additional investment limitations are set forth in the Statement
of Additional Information.
_________________________
At the June/July meeting, Shareholders of the Bond Portfolio approved a new
management structure wherein SFM will act as the Portfolio's Investment Adviser.
In connection with this change, the first sentence of the description of SEI
Financial Management Corporation on page 18 of the Prospectus is amended and
restated to read as follows:
<PAGE>
SEI Financial Management Corporation ("SFM") serves as investment adviser
for the Bond and High Yield Bond Portfolios.
In addition, the first sentence of the second paragraph of the description of
SEI Financial Management Corporation is amended and restated to read as follows:
For these advisory services, SFM is entitled to a fee, which is calculated
daily and paid monthly, at an annual rate of .4875% of the High Yield Bond
Portfolio's average daily net assets, and at an annual rate of .275% of the Bond
Portfolio's average daily net assets.
____________________________
At the same meeting, Shareholders of the Bond Portfolio also approved the
"Manager of Managers" structure wherein, upon the recommendation of SFM, and
subject to receipt by the Trust of exemptive relief from the SEC, the Board of
Trustees will be able to appoint additional and replacement sub-advisers to the
Portfolio without Shareholder approval. In connection with this change,
Shareholders of the Portfolio approved the selection of the current investment
adviser for the Portfolio as the investment sub-adviser for the Portfolio.
Accordingly, the following sentence replaces the corresponding sentence in the
"Investment Objectives and Policies" section of the Portfolio:
The Bond Portfolio's investment adviser is SEI Financial Management
Corporation and its investment sub-adviser is Boatmen's Trust Company.
For a description of the new investment sub-adviser for the Bond Portfolio,
please read "The Advisers and Sub-Advisers" section of the Prospectus.
____________________________
At the meeting held on August 11, 1995, Shareholders of the High Yield Bond
Portfolio (the "Portfolio") approved an investment sub-advisory agreement with
BEA Associates ("BEA"). Shareholders were required to consider this investment
sub-advisory agreement as a result of a transaction whereby the U.S. operations
of CS First Boston Investment Management ("CSFBIM"), the former adviser of the
Portfolio, were transferred and integrated into BEA. This asset transfer
resulted in an assignment and termination of the investment sub-advisory
agreement between SEI Financial Management Corporation ("SFM") and CSFBIM.
The sub-advisory agreement with BEA has the same terms, including those relating
to fees and expenses payable to BEA, as the previous agreement with CSFBIM. BEA
was not compensated for its services to the Portfolio prior to Shareholder
approval. No changes to the high yield investment philosophy or process
employed in the Portfolio were enacted as a result of this ownership change.
"The Advisers and Sub-Advisers" section of the Prospectus is amended and the
following language is inserted in place of the description of CSFBIM:
BEA ASSOCIATES. BEA is a general partnership organized under the laws of the
--------------
State of New York and, together with its predecessor firms, has been engaged in
the investment advisory business for over 50 years. CS Capital is an 80%
partner in BEA and Basic Appraisals, Inc., which is owned by members of BEA
Management, is a 20% partner in BEA. CS Capital is a wholly-owned subsidiary of
Credit Suisse Investment Corporation, which is a wholly-owned subsidiary of
Credit Suisse. In turn, Credit Suisse is a subsidiary of CS Holding, 8
Paradeplatz, Zurich, Switzerland, a Swiss corporation, which is also the
ultimate parent of CSFBIM. No one person or entity possesses a controlling
interest in Basic Appraisals, Inc.
2
<PAGE>
BEA is a diversified asset manager, handling global equity, balanced, fixed
income and derivative securities accounts for private individuals, as well as
corporate pension and profit-sharing plans, state pension funds, union funds,
endowments and other charitable institutions. As of December 31, 1994, BEA
managed approximately $21 billion in assets of which approximately $2.6 billion
are assets of fourteen registered investment companies.
The Portfolio's assets are managed by Richard J. Lindquist, C.F.A., the
Portfolio Manager. Mr. Lindquist has 11 years of investment management
experience, including 6 years of experience working with high yield bonds.
COMPENSATION. Under the Investment Sub-Advisory Agreement, SFM pays BEA a fee,
------------
which is calculated and paid monthly, based on an annual percentage rate of
.3375% of the average monthly market value of assets of the High Yield Bond
Portfolio managed by BEA.
_____________________________
The sentence listing CS First Boston Investment Management as investment sub-
adviser for the High Yield Bond Portfolio in the "Management Profile" section on
page 3 of the Prospectus is amended and restated and the following language is
inserted:
BEA ASSOCIATES serves as investment sub-adviser of the High Yield Bond
Portfolio.
In addition, the description of SEI Financial Management Corporation in the same
section is amended and restated to read as follows:
SEI FINANCIAL MANAGEMENT CORPORATION serves as the investment adviser of
the High Yield Bond and Bond Portfolios.
_____________________________
At a meeting scheduled for November 13, 1995, Shareholders of the Core
Fixed Income Portfolio will be asked to vote to amend, reclassify or eliminate
certain of the Portfolio's fundamental investment policies. These changes to
the fundamental policies are the same as those approved by Shareholders of the
High Yield Bond and Bond Portfolios.
At the same meeting, Shareholders of the Core Fixed Income Portfolio will
be asked to approve a new management structure wherein SFM will act as the
Portfolio's Investment Adviser. In addition, Shareholders will be asked to
approve the "Manager of Managers" structure wherein, upon the recommendation of
SFM, and subject to receipt by the Trust of exemptive relief from the SEC, the
Board of Trustees will be able to appoint additional and replacement sub-
advisers for the Portfolio without Shareholder approval. In connection with
this change, Shareholders of the Portfolio will be asked to approve the
selection of Western Asset Management, the Portfolio's current investment
adviser, as an investment sub-adviser to the Portfolio, and to approve the
selection of additional sub-advisers to the Portfolio.
_____________________________
The "General Investment Policies" section on page 14 of the Prospectus is
amended and restated and the following language is inserted:
INVESTMENT COMPANY SECURITIES - High Yield Bond, Bond and Core Fixed Income
Portfolios may purchase investment company securities, which will result in the
layering of expenses. There are legal limits on the amount of such securities
that may be acquired by a Portfolio.
3
<PAGE>
OPTIONS AND FUTURES - The High Yield Bond, Bond and Core Fixed Income Portfolios
may purchase or write options, futures and options on futures.
SECURITIES LENDING - The High Yield Bond and Bond Portfolios may lend their
securities in order to realize additional income.
WARRANTS - Consistent with any applicable state law limitations, each of the
Core Fixed Income, Bond and High Yield Bond Portfolios may purchase warrants in
order to increase the Portfolio's total return.
_____________________________
The first sentence of the second paragraph of "The Manager and Shareholder
Servicing Agent" section on page 16 of the Prospectus is amended and restated to
read as follows:
For its management services, SFM is entitled to a fee which is calculated
daily and paid monthly at an annual rate of .28% of the average daily net assets
of the Bond Portfolio, at an annual rate of .35% of the average daily net assets
of the High Yield Bond Portfolio, and at an annual rate of .43% of the average
daily net assets of the Core Fixed Income Portfolio.
_____________________________
The following should be read in conjunction with the section of the Prospectus
entitled "Your Account and Doing Business with ProVantage Funds - Exchanging
Shares":
Because excessive trading (including short-term "market timing" trading)
can hurt a Portfolio's performance, each Portfolio may refuse purchase orders
from any shareholder account if the accountholder has been advised that previous
purchase and redemption transactions were considered excessive in number or
amount. Accounts under common control or ownership, including those with the
same taxpayer identification number and those administered so as to redeem or
purchase shares based upon certain predetermined market indicators, will be
considered one account for this purpose.
______________________________
The following information is inserted under the "General Information - The
Trust" section on page 27 of the Prospectus:
Certain shareholders in one or more of the Portfolios may obtain asset
allocation services with respect to their investments in such Portfolios. If a
sufficient amount of a Portfolio's assets are subject to such asset allocation
services, the Portfolio may incur higher transaction costs and a higher
portfolio turnover rate that would otherwise be anticipated as a result of
redemptions and purchases of Portfolio shares pursuant to such services.
______________________________
EFFECTIVE MARCH 6, 1995, DST SYSTEMS, INC. ("DST") WILL SERVE AS TRANSFER AGENT
AND DIVIDEND DISBURSING AGENT TO THE CLASS D SHARES OF THE TRUST.
FUND CORRESPONDENCE - All shareholder applications, checks, and general
correspondence (such as address changes or account maintenance issues) should be
directed to:
SIMT Class D Funds
c/o DST Systems, Inc.
4
<PAGE>
P.O. Box 419240
Kansas City, MO 64141-6240
TRANSACTION PROCESSING - Shareholders may continue to conduct telephone
transactions (including purchases, redemptions and wires) by calling 1-800-437-
6016. Shareholders purchasing shares of the portfolio(s) by Fed wire must
request their bank to transmit the funds to:
United Missouri Bank of Kansas City, N.A.
ABA #10-10-00695
For Account #98-7060-100-1
Further Credit: [Portfolio Name]
Account Name
Account Number
GENERAL ACCOUNT INQUIRIES - SEI Financial Management Corporation will continue
to respond to telephone inquiries regarding account balance and general fund-
related information. Investor Services Representatives may be contacted by
calling 1-800-437-6016.
______________________________
The following should be inserted in place of the second paragraph of the
"Description of Permitted Investments and Risk Factors - Futures and Options on
Futures" section on page 31 of the Prospectus:
A stock index futures contract is a bilateral agreement pursuant to which
two parties agree to take or make delivery of an amount of cash equal to a
specified dollar amount times the difference between the stock index value at
the close of trading of the contract and the price at which the futures contract
is originally struck. No physical delivery of the stocks comprising the Index
is made; generally contracts are closed out prior to the expiration date of the
contract. No price is paid upon entering into futures contracts. Instead, a
Portfolio would be required to deposit an amount of cash or U.S. Treasury
securities known as "initial margin." Subsequent payments, called "variation
margin," to and from the broker, would be made on a daily basis as the value of
the futures position varies (a process known as "marking to market"). The
margin is in the nature of a performance bond or good-faith deposit on a futures
contract.
The following should be inserted as the third paragraph of the "Description of
Permitted Investments and Risk Factors - Futures and Options on Futures" section
on page 31 of the Prospectus:
In order to avoid leveraging and related risks, when a Portfolio purchases
futures contracts, it will collateralize its position by depositing an amount of
cash or cash equivalents, equal to the market value of the futures positions
held, less margin deposits, in a segregated account with the Trust's custodian.
Collateral equal to the current market value of the futures position will be
marked to market on a daily basis.
The last sentence of the "Description of Permitted Investments and Risk Factors
- Futures and Options on Futures" section on page 31 of the Prospectus is
amended and restated to read as follows:
The Core Fixed Income, High Yield Bond and Bond Portfolios may invest in
futures and options on futures.
The last sentence of the "Description of Permitted Investments and Risk Factors
- Options" section on page 35 of the Prospectus is amended and restated to read
as follows:
The Core Fixed Income, High Yield Bond and Bond Portfolios may invest in
options.
5
<PAGE>
The last sentence of the "Description of Permitted Investments and Risk Factors
- Securities Lending" section on page 37 of the Prospectus is amended and
restated to read as follows:
The High Yield Bond and Bond Portfolios may lend their securities.
The last sentence of the "Description of Permitted Investments and Risk Factors
- Warrants" section on page 39 of the Prospectus is amended and restated to read
as follows:
Each Portfolio may invest in warrants.
PLEASE RETAIN THIS SUPPLEMENT FOR FUTURE REFERENCE
6
<PAGE>
SEI INSTITUTIONAL MANAGED TRUST
HIGH YIELD BOND PORTFOLIO
CORE FIXED INCOME PORTFOLIO
BOND PORTFOLIO
SUPPLEMENT DATED AUGUST 16, 1995 TO
THE INSTITUTIONAL CLASS PROSPECTUS
DATED JANUARY 31, 1995
--------------------------------
THIS SUPPLEMENT TO THE PROSPECTUS SUPERSEDES AND REPLACES ANY EXISTING
SUPPLEMENTS TO THE PROSPECTUS. THIS SUPPLEMENT PROVIDES NEW AND ADDITIONAL
INFORMATION BEYOND THAT CONTAINED IN THE PROSPECTUS AND SHOULD BE RETAINED AND
READ IN CONJUNCTION WITH SUCH PROSPECTUS.
--------------------------------
The Prospectus is hereby amended and supplemented by the addition of the
following unaudited financial information for the period ended May 31, 1995.
<TABLE>
<CAPTION>
FINANCIAL HIGHLIGHTS SEI INSTITUTIONAL MANAGED TRUST
UNAUDITED
For a Class A Share Outstanding Throughout the Period
HIGH YIELD BOND PORTFOLIO
-------------------------------------
FOR THE PERIOD ENDED MAY 31,
-------------------------------------
1995(1)
-----------------------------------------------------------------------
<S> <C>
Net Asset Value,
Beginning of Period................... $10.00
-----------------------------------------------------------------------
Income from Investment Operations:
Net Investment Income................. 0.33
Net Realized and Unrealized Gains
on Securities........................ 0.52
-----------------------------------------------------------------------
Total from Investment Operations...... $0.85
-----------------------------------------------------------------------
Less Distributions:
Dividends from Net Investment Income.. (0.24)
-----------------------------------------------------------------------
Total Distributions................... $(0.24)
-----------------------------------------------------------------------
Net Asset Value, End of Period............ $10.61
=======================================================================
Total Return.............................. 8.58%
=======================================================================
Ratios/Supplemental Data:
Net Assets, End of Period (000)........... $15,876
Ratio of Expenses to Average Net Assets... 0.69%*
Ratio of Expenses to Average Net Assets
(Excluding Waivers)...................... 0.82%*
</TABLE>
<PAGE>
<TABLE>
<S> <C>
Ratio of Net Investment Income to
Average Net Assets....................... 9.53%*
Ratio of Net Investment Income to
Average Net Assets (Excluding Waivers)... 9.40%*
Portfolio Turnover Rate................... 19%
</TABLE>
========================================================================
* Annualized
(1) High Yield Bond shares were offered beginning January 11, 1995.
_____________________________
At meetings held on June 16, 1995 and adjourned until July 10, 1995, and on
August 11, 1995, Shareholders of the High Yield Bond and Bond Portfolios voted
to amend, reclassify or eliminate certain of the Portfolios' fundamental
investment policies. With respect to the High Yield Bond and Bond Portfolio,
the following amended fundamental investment policies are inserted on page 11 of
the Prospectus in place of the current fundamental investment policies:
1. With respect to 75% of its total assets, no Portfolio other than the Real
Estate Securities Portfolio may (i) purchase securities of any issuer (except
securities issued or guaranteed by the United States Government, its agencies or
instrumentalities) if, as a result, more than 5% of its total assets would be
invested in the securities of such issuer; or (ii) acquire more than 10% of the
outstanding voting securities of any one issuer.
2. No Portfolio may purchase any securities which would cause more than 25%
of the total assets of the Portfolio to be invested in the securities of one or
more issuers conducting their principal business activities in the same
industry, provided that this limitation does not apply to investments in
obligations issued or guaranteed by the United States Government or its agencies
and instrumentalities; and provided further that with respect to the Real Estate
Securities Portfolio, that this limitation does not apply to investments in
securities of companies principally engaged in the real estate industry.
The foregoing percentage limitations will apply at the time of the purchase of
a security. Additional investment limitations are set forth in the Statement of
Additional Information.
_____________________________
At the June/July meeting, Shareholders of the Bond Portfolio approved a new
management structure wherein SFM will act as the Portfolio's Investment Adviser.
In connection with this change, the first sentence of the description of SEI
Financial Management Corporation on page 13 of the Prospectus is amended and
restated to read as follows:
SEI Financial Management Corporation ("SFM") serves as investment adviser for
the Bond and High Yield Bond Portfolios.
In addition, the first sentence of the second paragraph of the description of
SEI Financial Management Corporation is amended and restated to read as follows:
For these advisory services, SFM is entitled to a fee, which is calculated
daily and paid monthly, at an annual rate of .4875% of the High Yield Bond
Portfolio's average daily net assets, and at an annual rate of .275% of the Bond
Portfolio's average daily net assets.
_____________________________
2
<PAGE>
At the same meeting, Shareholders of the Bond Portfolio also approved the
"Manager of Managers" structure wherein, upon the recommendation of SFM, and
subject to receipt by the Trust of exemptive relief from the SEC, the Board of
Trustees will be able to appoint additional and replacement sub-advisers to the
Portfolio without Shareholder approval. In connection with this change,
Shareholders of the Portfolio approved the selection of the current investment
adviser for the Portfolio as the investment sub-adviser for the Portfolio.
Accordingly, the following sentence replaces the corresponding sentence in the
"Investment Objectives and Policies" section of the Prospectus:
The Bond Portfolio's investment adviser is SEI Financial Management
Corporation and its investment sub-adviser is Boatmen's Trust Company.
For a description of the new investment sub-adviser for the Bond Portfolio,
please read "The Advisers and Sub-Advisers" section of the Prospectus.
_____________________________
At the meeting held on August 11, 1995, Shareholders of the High Yield Bond
Portfolio (the "Portfolio") approved an investment sub-advisory agreement with
BEA Associates ("BEA"). Shareholders were required to consider this investment
sub-advisory agreement as a result of a transaction whereby the U.S. operations
of CS First Boston Investment Management ("CSFBIM"), the former adviser of the
Portfolio, were transferred and integrated into BEA. This asset transfer
resulted in an assignment and termination of the investment sub-advisory
agreement between SEI Financial Management Corporation ("SFM") and CSFBIM.
The sub-advisory agreement with BEA has the same terms, including those relating
to fees and expenses payable to BEA, as the previous agreement with CSFBIM. BEA
was not compensated for its services to the Portfolio prior to Shareholder
approval. No changes to the high yield investment philosophy or process
employed in the Portfolio have been enacted as a result of this ownership
change.
References to CSFBIM as investment adviser are changed to reflect the fact that
BEA acts as the Portfolio's investment sub-adviser, and "The Advisers and Sub-
Advisers" section of the Prospectus is amended and the following language is
inserted in place of the description of CSFBIM:
BEA ASSOCIATES. BEA is a general partnership organized under the laws of the
--------------
State of New York and, together with its predecessor firms, has been engaged in
the investment advisory business for over 50 years. CS Capital is an 80%
partner in BEA and Basic Appraisals, Inc., which is owned by members of BEA
management, is a 20% partner in BEA. CS Capital is a wholly-owned subsidiary of
Credit Suisse Investment Corporation, which is a wholly-owned subsidiary of
Credit Suisse. In turn, Credit Suisse is a subsidiary of CS Holding, 8
Paradeplatz, Zurich, Switzerland, a Swiss corporation, which is also the
ultimate parent of CSFBIM. No one person or entity possesses a controlling
interest in Basic Appraisals, Inc.
BEA is a diversified asset manager, handling global equity, balanced, fixed
income and derivative securities accounts for private individuals, as well as
corporate pension and profit-sharing plans, state pension funds, union funds,
endowments and other charitable institutions. As of December 31, 1994, BEA
managed approximately $21 billion in assets of which approximately $2.6 billion
are assets of fourteen registered investment companies.
The Portfolio's assets are managed by Richard J. Lindquist, C.F.A., the
Portfolio Manager. Mr. Lindquist has 11 years of investment management
experience, including 6 years of experience working with high yield bonds.
COMPENSATION. Under the Investment Sub-Advisory Agreement, SFM pays BEA a fee,
------------
which is calculated and paid monthly, based on an annual percentage rate of
.3375% of the average monthly market value of assets of the High Yield Bond
Portfolio managed by BEA.
In addition, the last sentence of the "Investment Objectives and Policies - High
Yield Bond Portfolio" section on page 8 of the Prospectus is amended and the
following is inserted:
3
<PAGE>
The Portfolio's investment adviser is SEI Financial Management Corporation and
its investment sub-adviser is BEA Associates.
_____________________________
At a meeting scheduled for November 13, 1995, Shareholders of the Core Fixed
Income Portfolio will be asked to vote to amend, reclassify or eliminate certain
of the Portfolio's fundamental investment policies. These changes to the
fundamental policies are the same as those approved by Shareholders of the High
Yield Bond and Bond Portfolios.
At the same meeting, Shareholders of the Core Fixed Income Portfolio will be
asked to approve a new management structure wherein SFM will act as the
Portfolio's Investment Adviser. In addition, Shareholders will be asked to
approve the "Manager of Managers" structure wherein, upon the recommendation of
SFM, and subject to receipt by the Trust of exemptive relief from the SEC, the
Board of Trustees will be able to appoint additional and replacement sub-
advisers for the Portfolio without Shareholder approval. In connection with
this change, Shareholders of the Portfolio will be asked to approve the
selection of Western Asset Management, the Portfolio's current investment
adviser, as an investment sub-adviser to the Portfolio, and to approve the
selection of additional sub-advisers to the Portfolio.
_____________________________
The "General Investment Policies" section on page 9 of the Prospectus is amended
and restated and the following language is inserted:
INVESTMENT COMPANY SECURITIES - The High Yield Bond and Bond Portfolios may
purchase investment company securities, which will result in the layering of
expenses. There are legal limits on the amount of such securities that may be
acquired by a Portfolio.
OPTIONS AND FUTURES - The High Yield Bond, Bond and Core Fixed Income Portfolios
may purchase or write options, futures and options on futures.
SECURITIES LENDING - The High Yield Bond and Bond Portfolios may lend their
securities in order to realize additional income.
WARRANTS - Consistent with any applicable state law limitations, each of the
Core Fixed Income, Bond and High Yield Bond Portfolios may purchase warrants in
order to increase the Portfolio's total return.
_____________________________
The first sentence of the second paragraph of "The Manager and Shareholder
Servicing Agent" section on page 11 of the Prospectus is amended and restated to
read as follows:
For its management services, SFM is entitled to a fee which is calculated
daily and paid monthly at an annual rate of .28% of the average daily net assets
of the Bond Portfolio, at an annual rate of .35% of the average daily net assets
of the High Yield Bond Portfolio and at an annual rate of .43% of the average
daily net assets of the Core Fixed Income Portfolio.
_____________________________
The following should be read in conjunction with the section of the Prospectus
entitled "Purchase and Redemption of Shares":
Because excessive trading (including short-term "market timing" trading) can
hurt a Portfolio's performance, each Portfolio may refuse purchase orders from
any shareholder account if the accountholder has been advised that previous
purchase and redemption transactions were considered excessive in number or
amount. Accounts
4
<PAGE>
under common control or ownership, including those with the same taxpayer
identification number and those administered so as to redeem or purchase shares
based upon certain predetermined market indicators, will be considered one
account for this purpose.
_____________________________
The following information is inserted under the "General Information - The
Trust" section on page 19 of the Prospectus:
Certain shareholders in one or more of the Portfolios may obtain asset
allocation services with respect to their investments in such Portfolios. If a
sufficient amount of a Portfolio's assets are subject to such asset allocation
services, the Portfolio may incur higher transaction costs and a higher
portfolio turnover rate that would otherwise be anticipated as a result of
redemptions and purchases of Portfolio shares pursuant to such services.
_____________________________
The following paragraph should be inserted in place of the second paragraph of
the "Description of Permitted Investments and Risk Factors - Futures and Options
on Futures" section on page 23 of the Prospectus:
A stock index futures contract is a bilateral agreement pursuant to which two
parties agree to take or make delivery of an amount of cash equal to a specified
dollar amount times the difference between the stock index value at the close of
trading of the contract and the price at which the futures contract is
originally struck. No physical delivery of the stocks comprising the Index is
made; generally contracts are closed out prior to the expiration date of the
contract. No price is paid upon entering into futures contracts. Instead, a
Portfolio would be required to deposit an amount of cash or U.S. Treasury
securities known as "initial margin." Subsequent payments, called "variation
margin," to and from the broker, would be made on a daily basis as the value of
the futures position varies (a process known as "marking to market"). The
margin is in the nature of a performance bond or good-faith deposit on a futures
contract.
The following should be inserted as the third paragraph of the "Description of
Permitted Investment and Risk Factors - Futures and Options on Futures" section
on page 23 of the Prospectus:
In order to avoid leveraging and related risks, when a Portfolio purchases
futures contracts, it will collateralize its position by depositing an amount of
cash or cash equivalents, equal to the market value of the futures positions
held, less margin deposits, in a segregated account with the Trust's custodian.
Collateral equal to the current market value of the futures position will be
marked to market on a daily basis.
The last sentence of the "Description of Permitted Investments and Risk Factors
- Futures and Options on Futures" section on page 23 of the Prospectus is
amended and restated and the follow language is inserted:
The Core Fixed Income, High Yield Bond and Bond Portfolios may invest in
futures and options on futures.
The last sentence of the "Description of Permitted Investments and Risk Factors
- Options" section on page 29 of the Prospectus is amended and restated to read
as follows:
The Core Fixed Income, High Yield Bond and Bond Portfolios may invest in
options.
The last sentence of the "Description of Permitted Investments and Risk Factors
- Securities Lending" section on page 29 of the Prospectus is amended and
restated to read as follows:
The High Yield Bond and Bond Portfolios may lend their securities.
The last sentence of the "Description of Permitted Investments and Risk Factors
- Warrants" section on page 31 of the Prospectus is amended and restated to read
as follows:
5
<PAGE>
Each Portfolio may invest in warrants.
PLEASE RETAIN THIS SUPPLEMENT FOR FUTURE REFERENCE
6
<PAGE>
SEI INSTITUTIONAL MANAGED TRUST
LARGE CAP GROWTH PORTFOLIO
LARGE CAP VALUE PORTFOLIOA
CAPITAL GROWTH PORTFOLIO
CAPITAL APPRECIATION PORTFOLIO
EQUITY INCOME PORTFOLIO
BALANCED PORTFOLIO
SMALL CAP GROWTH PORTFOLIO
SMALL CAP VALUE PORTFOLIO
MID-CAP PORTFOLIO
REAL ESTATE SECURITIES PORTFOLIO
SUPPLEMENT DATED AUGUST 16, 1995 TO
THE INSTITUTIONAL CLASS PROSPECTUS
DATED JANUARY 31, 1995
THIS SUPPLEMENT TO THE PROSPECTUS SUPERSEDES AND REPLACES ANY EXISTING
SUPPLEMENTS TO THE PROSPECTUS. THIS SUPPLEMENT PROVIDES NEW AND ADDITIONAL
INFORMATION BEYOND THAT CONTAINED IN THE PROSPECTUS AND SHOULD BE RETAINED
AND READ IN CONJUNCTION WITH SUCH PROSPECTUS.
_____________________________
The Prospectus is hereby amended and supplemented by the addition of the
following unaudited financial information for the Large Cap Growth and
Small Cap Value Portfolios for the period ended March 31, 1995.
FINANCIAL HIGHLIGHTS SEI INSTITUTIONAL MANAGED TRUST
(UNAUDITED)
For a Class A Share Outstanding Throughout the Period
<TABLE>
<CAPTION>
LARGE CAP GROWTH SMALL CAP VALUE
PORTFOLIO PORTFOLIO
FOR THE PERIOD ENDED MARCH 31, FOR THE PERIOD ENDED MARCH 31,
1995(1) 1995(2)
<S> <C> <C>
Net Asset Value,
Beginning of Period.............................. $10.00 $10.00
Income from Investment Operations:
Net Investment Income............................ 0.05 0.01
Net Realized and Unrealized Gains
on Securities................................... 0.76 0.50
Total from Investment Operations................. $0.81 $0.51
Less Distributions:
Dividends from Net Investment Income............. (0.02) ---
Total Distributions.............................. $(0.02) $---
Net Asset Value, End of Period....................... $10.79 $10.51
</TABLE>
<PAGE>
<TABLE>
<S> <C> <C>
Total Return......................................... 32.43% 19.69%
Ratios/Supplemental Data:
Net Assets, End of Period (000)...................... $131,957 $47,608
Ratio of Expenses to Average Net Assets.............. 0.85% 1.10%
Ratio of Expenses to Average Net Assets
(Excluding Waivers)................................. 0.85% 1.11%
Ratio of Net Investment Income to
Average Net Assets.................................. 1.98% 0.81%
Ratio of Net Investment Income to
Average Net Assets (Excluding Waivers).............. 1.98% 0.80%
Portfolio Turnover Rate.............................. 16% 3%
</TABLE>
(1) Large Cap Growth shares were offered beginning December 20, 1994. All
ratios for that period have been annualized.
(2) Small Cap Value shares were offered beginning December 20, 1994. All
ratios for that period have been annualized.
_________________________________
Effective September 1, 1995, SEI Financial Management Corporation will
remove the expense cap currently in place for the Large Cap Value
Portfolio. In connection with this change, the "Annual Operating Expenses"
tables on page 2 of the Prospectus are deleted and the following "Annual
Operating Expenses" tables are inserted:
ANNUAL OPERATING EXPENSES (as a percentage of average net assets) Class A
----------------------------------------------
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>
LARGE CAP LARGE CAP GROWTH SMALL CAP SMALL CAP CAPITAL EQUITY
VALUE GROWTH VALUE GROWTH MID-CAP APPRECIATION INCOME
PORTFOLIO PORTFOLIO PORTFOLIO PORTFOLIO PORTFOLIO PORTFOLIO PORTFOLIO
--------- --------- --------- --------- --------- --------- ---------
<S> <C> <C> <C> <C> <C> <C> <C>
Management Fee/Advisory Fees
(after fee waiver) 0.70% 0.70%(2) 0.98%(2) 0.99%(2) 0.55%(2) 0.75%(2) 0.73%(2)
------------------
12b-1 Fees (after fee waiver
----------------
and reimbursements) (3) 0.06% 0.07% 0.07% 0.06% 0.13% 0.05% 0.06%
--------------------
Other Expenses (after 0.06% 0.08% 0.05% 0.05% 0.09% 0.04% 0.03%
reimbursements) (4)
-----------------
Total Operating Expenses 0.82% 0.85% 1.10% 1.10% 0.77% 0.84% 0.82%
(after fee waiver) (5)
-------------------
</TABLE>
--------------------------------------------------------------------------------
ANNUAL OPERATING EXPENSES (as a percentage of average net assets) Class A
--------------------------------------
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>
BALANCED CAPITAL GROWTH REAL ESTATE
PORTFOLIO PORTFOLIO(1) SECURITIES PORTFOLIO(1)
---------- ------------ ------------------------
<S> <C> <C> <C>
Management Fee/Advisory Fees (after fee waiver) 0.59%(2) 0.00%(2) 0.85%(2)
------------------
12b-1 Fees (after fee waiver and reimbursements) (3) 0.11% 0.00% 0.06%
------------------------------------
Other Expenses (after reimbursements) (4) 0.05% 0.00% 0.04%
----------------------
-----------------------------------------------------------------------------------------------------------------------
Total Operating Expenses (after fee waiver) (5) 0.75% 0.00% 0.95%
------------------
-----------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) The Capital Growth and Real Estate Securities Portfolios offer only Class A
shares.
(2) SEI Financial Management Corporation ("SFM"), in its capacity as Manager
for each Portfolio, and certain of the investment advisers and sub-advisers
(collectively "advisers") have agreed to waive, on a voluntary basis, a
portion of their fees, and the management/advisory fees shown reflect these
voluntary waivers. Such fee waivers are voluntary and may be terminated at
any time in the sole discretion of each entity that has agreed to waive a
portion of its fee. Absent such fee waivers, management/advisory fees
would be: Large Cap Growth Portfolio, .75%; Small Cap Value Portfolio,
1.00%; Small Cap Growth Portfolio, 1.00%; Capital Appreciation Portfolio,
.75%; Equity Income Portfolio, .75%; Balanced Portfolio, .75%; Capital
Growth Portfolio, .50%; and Real Estate Securities Portfolio, .95%. In
addition, absent fee waivers, the restated management/advisory fees for the
Mid-Cap Portfolio would be .75%.
2
<PAGE>
(3) The 12b-1 fee shown refers to each Portfolio's current 12b-1 budget for
reimbursement of expenses and with respect to the Capital Growth Portfolio,
after reimbursement by SFM. SFM reserves the right to terminate its
reimbursement at any time in its sole discretion. Absent such
reimbursement, the 12b-1 fee would be .01% for the Capital Growth
Portfolio. The maximum 12b-1 fees payable by Class A shares of each
Portfolio is .30%.
(4) Other Expenses for the Large Cap Growth and Small Cap Value Portfolios are
based on estimated amounts for the current fiscal year. Absent SFM's
reimbursement of its management fee, other expenses for the Capital Growth
Portfolio would be .03%. SFM reserves the right to terminate its
reimbursement at any time in its sole discretion.
(5) Absent the voluntary fee waivers described above, total operating expenses
for the Class A shares of the Portfolios would be: Large Cap Growth
Portfolio, .90%; Small Cap Value Portfolio, 1.12%; Small Cap Growth
Portfolio, 1.11%; Capital Appreciation Portfolio, .84%; Equity Income
Portfolio, .84%; Balanced Portfolio, .91%; Capital Growth Portfolio, .54%;
and Real Estate Securities Portfolio, 1.05%. In addition, absent such
voluntary fee waivers, the restated total operating expenses for the Mid-
Cap Portfolio would be .97%. Additional information may be found under "The
Advisers and Sub-Advisers" and "The Manager and Shareholder Servicing
Agent."
EXAMPLE
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>
1 YR. 3 YRS. 5 YRS. 10 YRS.
----- ------ ------ -------
<S> <C> <C> <C> <C>
An investor in a Portfolio would pay the following expenses on $1,000 investment
assuming (1) 5% annual return and (2) redemption at the end of each time period:
Large Cap Value Portfolio $ 8.00 $26.00 $46.00 $101.00
Large Cap Growth Portfolio $ 9.00 $27.00 $ -- $ --
Small Cap Value Portfolio $11.00 $35.00 $ -- $ --
Small Cap Growth Portfolio $11.00 $35.00 $61.00 $134.00
Mid-Cap Portfolio $ 8.00 $25.00 $43.00 $ 95.00
Capital Appreciation Portfolio $ 9.00 $27.00 $47.00 $104.00
Equity Income Portfolio $ 8.00 $26.00 $46.00 $101.00
Balanced Portfolio $ 8.00 $24.00 $42.00 $ 93.00
Capital Growth Portfolio $ 0.00 $ 0.00 $ 0.00 $ 0.00
Real Estate Securities Portfolio $10.00 $30.00 $53.00 $117.00
</TABLE>
--------------------------------------------------------------------------------
THE EXAMPLE SHOULD NOT BE CONSIDERED A REPRESENTATION OF PAST OR FUTURE
EXPENSES. ACTUAL EXPENSES MAY BE GREATER OR LESS THAN THOSE SHOWN.
The purpose of the expense table and example is to assist the investor in
understanding the various costs and expenses that may be directly or indirectly
borne by investors in Class A shares of the Portfolios. The information set
forth in the foregoing table and example relates only to each Portfolio's Class
A shares. Certain Portfolios also offer ProVantage Funds shares, which are
subject to the same expenses except that ProVantage Funds shares bear different
distribution costs and additional transfer agent costs and sales loads. A
person who purchases shares through a financial institution may be charged
separate fees by that institution. Additional information may be found under
"The Manager and Shareholder Servicing Agent," "The Advisers and Sub-Advisers"
and "Distribution."
Long-term shareholders may eventually pay more than the economic equivalent of
the maximum front-end sales charges otherwise permitted by the Rules of Fair
Practice (the "Rules") of the National Association of Securities Dealers, Inc.
("NASD").
ANNUAL OPERATING EXPENSES (as a percentage of average net assets) Class B
-------------------------------------------
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>
LARGE CAP LARGE CAP SMALL CAP SMALL CAP CAPITAL EQUITY
VALUE GROWTH VALUE GROWTH MID-CAP APPRECIATION INCOME
PORTFOLIO PORTFOLIO PORTFOLIO PORTFOLIO PORTFOLIO PORTFOLIO PORTFOLIO
--------- --------- --------- --------- --------- --------- ---------
<S> <C> <C> <C> <C> <C> <C> <C>
Management Fee/Advisory Fees
(after fee waiver) 0.70% 0.70%(1) 0.98%(1) 0.99%(1) 0.55%(1) 0.75%(1) 0.73%(1)
-----------------
12b-1 Fees (2) 0.36% 0.37% 0.37% 0.36% 0.43% 0.35% 0.36%
Other Expenses (3) 0.06% 0.08% 0.05% 0.05% 0.09% 0.04% 0.03%
------------------------------------------------------------------------------------------------------------------------------------
Total Operating Expenses 1.12% 1.15% 1.40% 1.40% 1.07% 1.14% 1.12%
(after fee waiver) (4)
------------------
</TABLE>
ANNUAL OPERATING EXPENSES (as a percentage of average net assets) Class B
---------------------------------------
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>
BALANCED
--------
PORTFOLIO
---------
<S> <C>
Management Fee/Advisory Fees (after fee waiver) 0.59%(1)
------------------
12b-1 Fees (2) 0.41%
Other Expenses (after reimbursements) (3) 0.05%
----------------------
</TABLE>
3
<PAGE>
________________________________________________________________________________
<TABLE>
<S> <C>
Total Operating Expenses (after fee waiver) (4) 1.05%
------------------
--------------------------------------------------------------------------------
</TABLE>
(1) SEI Financial Management Corporation ("SFM"), in its capacity as Manager
for each Portfolio, and certain of the investment advisers and sub-advisers
(collectively, "advisers") have agreed to waive, on a voluntary basis, a
portion of their fees, and the management/advisory fees shown reflect these
voluntary waivers. Such fee waivers are voluntary and may be terminated at
any time in the sole discretion of each entity that has agreed to waive a
portion of its fee. Absent such fee waivers, management/advisory fees
would be: Large Cap Growth Portfolio, .75%; Small Cap Value Portfolio,
1.00%; Small Cap Growth Portfolio, 1.00%; Capital Appreciation Portfolio,
.75%; Equity Income Portfolio, .75%; and Balanced Portfolio, .75%. In
addition, absent fee waivers, the restated management/advisory fees for the
Mid-Cap Portfolio would be .75%.
(2) The 12b-1 fees shown include the Large Cap Value, Large Cap Growth, Small
Cap Value, Small Cap Growth, Mid-Cap Growth, Capital Appreciation, Equity
Income and Balanced Portfolios' current 12b-1 budget. The maximum 12b-1
fees payable by Class B shares of these Portfolios are .60%.
(3) Other Expenses for the Large Cap Growth and Small Cap Value Portfolios are
based on estimated amounts for the current fiscal year.
(4) Absent the voluntary fee waivers described above, total operating expenses
for the Class B Shares of the Portfolios would be: Large Cap Value
Portfolio, 1.12%; Large Cap Growth Portfolio, 1.20%; Small Cap Value
Portfolio, 1.42%; Small Cap Growth Portfolio, 1.41%; Capital Appreciation
Portfolio, 1.14%; Equity Income Portfolio, 1.14%; and Balanced Portfolio,
1.21%. In addition, absent such voluntary fee waivers, the restated total
operating expenses for the Mid-Cap Portfolio would be 1.27%. Additional
information may be found under "The Advisers and Sub-Advisers" and "The
Manager and Shareholder Servicing Agent."
--------------------------------------------------------------------------------
EXAMPLE
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>
1 YR. 3 YRS. 5 YRS. 10 YRS.
----- ------ ------ -------
<S> <C> <C> <C> <C>
An investor in a Portfolio would pay the following expenses on $1,000 investment
assuming (1) 5% annual return and (2) redemption at the end of each time period:
Large Cap Value Portfolio $11.00 $36.00 $62.00 $136.00
Large Cap Growth Portfolio $12.00 $37.00 $ -- $ --
Small Cap Value Portfolio $14.00 $44.00 $ -- $ --
Small Cap Growth Portfolio $14.00 $44.00 $77.00 $168.00
Mid-Cap Portfolio $11.00 $34.00 $59.00 $131.00
Capital Appreciation Portfolio $12.00 $36.00 $63.00 $139.00
Equity Income Portfolio $11.00 $36.00 $62.00 $136.00
Balanced Portfolio $11.00 $33.00 $58.00 $128.00
</TABLE>
--------------------------------------------------------------------------------
THE EXAMPLE SHOULD NOT BE CONSIDERED A REPRESENTATION OF PAST OR FUTURE
EXPENSES. ACTUAL EXPENSES MAY BE GREATER OR LESS THAN THOSE SHOWN.
The purpose of the expense table is to assist the investor in understanding the
various costs and expenses that may be directly or indirectly borne by investors
in Class B shares of the Portfolios. The information in the foregoing table and
example relates only to each Portfolio's Class B shares. Certain Portfolios
also offer ProVantage Funds shares, which are subject to the same expenses
except that ProVantage Funds shares bear different distribution costs and
additional transfer agent costs and sales loads. A person who purchases shares
through a financial institution may be charged separate fees by that
institution. Additional information may be found under "The Manager and
Shareholder Servicing Agent," "The Advisers and Sub-Advisers" and
"Distribution."
Long-term shareholders may eventually pay more than the economic equivalent of
the maximum front-end sales charges otherwise permitted by the Rules of Fair
Practice (the "Rules") of the National Association of Securities Dealers, Inc.
("NASD").
_______________________________________
On June 5, 1995, the Trust's Board of Trustees voted to change the name of
the Mid-Cap Growth Portfolio to the Mid-Cap Portfolio to reflect a shift in
emphasis by the Portfolio from "growth" securities to a broader mid cap
benchmark. In connection with this change, the Trustees also approved a
change in investment adviser for the Portfolio. (See below for a
description of Martingale Asset Management, L.P.)
_______________________________________
At meetings held on June 16, 1995 and adjourned until July 10, 1995, and on
August 11, 1995, and adjourned until August 14, 1995, Shareholders of the
Large Cap Value, Large Cap Growth, Capital Growth, Capital Appreciation,
Equity Income, Small Cap Growth, Mid-Cap, and Balanced Portfolios voted to
amend, reclassify or eliminate certain of each Portfolio's fundamental
investment policies. In addition, the sole Shareholder of the Real Estate
Securities Portfolio also consented on July 10, 1995, to these same
changes.
4
<PAGE>
With respect to the Large Cap Value, Large Cap Growth, Capital Growth, Capital
Appreciation, Equity Income, Small Cap Growth, Balanced, Mid-Cap, and Real
Estate Portfolios, the following amended fundamental investment policies are
inserted on page 19 of the Prospectus in place of the current fundamental
investment policies:
1. With respect to 75% of its total assets, no Portfolio other than the Real
Estate Securities Portfolio may (i) purchase securities of any issuer (except
securities issued or guaranteed by the United States Government, its agencies or
instrumentalities) if, as a result, more than 5% of its total assets would be
invested in the securities of such issuer; or (ii) acquire more than 10% of the
outstanding voting securities of any one issuer.
2. No Portfolio may purchase any securities which would cause more than 25%
of the total assets of the Portfolio to be invested in the securities of one or
more issuers conducting their principal business activities in the same
industry, provided that this limitation does not apply to investments in
obligations issued or guaranteed by the United States Government or its agencies
and instrumentalities; and provided further that with respect to the Real Estate
Securities Portfolio, that this limitation does not apply to investments in
securities of companies principally engaged in the real estate industry.
The foregoing percentage limitations will apply at the time of the purchase
of a security. Additional investment limitations are set forth in the Statement
of Additional Information.
_______________________________________
At the same meetings, Shareholders of the Capital Appreciation, Equity Income,
Small Cap Growth, Mid-Cap, and Balanced Portfolios approved a new management
structure wherein SFM will act as each Portfolio's Investment Adviser. In
connection with this change, the first sentence of the description of SEI
Financial Management Corporation on page 28 of the Prospectus is amended and
restated to read as follows:
SEI Financial Management Corporation ("SFM") serves as investment adviser for
the Large Cap Value, Large Cap Growth, Small Cap Value, Small Cap Growth,
Capital Appreciation, Equity Income, Mid-Cap, and Balanced Portfolios.
In addition, the first sentence of the second paragraph of the description of
SEI Financial Management Corporation is amended and restated to read as follows:
For these advisory services, SFM is entitled to a fee, which is calculated
daily and paid monthly, at an annual rate of .35% of the Large Cap Value
Portfolio's average daily net assets, at an annual rate of .65% of the Small Cap
Value and Small Cap Growth Portfolios' average daily net assets, and at an
annual rate of .40% of the Capital Appreciation, Balanced, Equity Income, Mid-
Cap, and Large Cap Growth Portfolios' average daily net assets.
_______________________________________
At the same meeting, Shareholders of the Capital Appreciation, Equity Income,
Small Cap Growth, Mid-Cap, and Balanced Portfolios also approved the "Manager of
Managers" structure wherein, upon the recommendation of SFM, and subject to
receipt by the Trust of exemptive relief from the SEC, the Board of Trustees
will be able to appoint additional and replacement sub-advisers for these
Portfolios without Shareholder approval. In connection with this change,
Shareholders of these Portfolios approved the selection of each of the current
investment advisers for these Portfolios as investment sub-advisers for these
Portfolios. Accordingly, the following sentences replace the corresponding
sentences in the "Investment Objectives and Policies" section beginning on page
11 of the Prospectus:
The Capital Appreciation Portfolio's investment adviser is SEI Financial
Management Corporation and its investment sub-adviser is SunBank Capital
Management, N.A.
5
<PAGE>
The Equity Income Portfolio's investment adviser is SEI Financial Management
Corporation and its investment sub-adviser is Merus Capital Management.
The Small Cap Growth Portfolio's investment adviser is SEI Financial
Management Corporation and its investment sub-advisers are Investment Advisers,
Inc., Pilgrim Baxter & Associates, Ltd., Nicholas-Applegate Capital Management,
Apodaca-Johnston Capital Management, and Wall Street Associates.
The Mid-Cap Portfolio's investment adviser is SEI Financial Management
Corporation and its investment sub-adviser is Martingale Asset Management, L.P.
The Balanced Portfolio's investment adviser is SEI Financial Management
Corporation and its investment sub-adviser is SunBank Capital Management, N.A.
In addition, references in this Prospectus to SunBank Capital Management, N.A.,
Investment Advisers, Inc., Pilgrim Baxter & Associates, Ltd., Nicholas-Applegate
Capital Management, and Merus Capital Management in connection with the Capital
Appreciation, Equity Income, Small Cap Growth, and Balanced Portfolios are
changed from investment adviser to sub-adviser.
For a description of the new investment sub-advisers for these Portfolios,
please read "The Advisers and Sub-Advisers" section of the Prospectus.
_______________________________________
As of the date of this supplement, "The Advisers and Sub-Advisers" section of
the Prospectus is amended and the following language is inserted:
APODACA-JOHNSTON CAPITAL MANAGEMENT. Apodaca-Johnston Capital Management
-----------------------------------
("Apodaca") is a California corporation with its principal address at 580
California Street, Suite 2200, San Francisco, CA 94104. Apodaca's predecessor
was founded in 1985, and as of June 30, 1995, Apodaca had approximately $140
million in assets under management. Apodaca's clients include individuals,
pension and profit sharing plans, an endowment fund, and an investment company
portfolio.
The portion of the Portfolio's assets allocated to Apodaca will be managed by
Scott Johnston and Jerry C. Apodaca, Jr. Mr. Johnston, a principal and 1/3
owner of Apodaca, founded Apodaca's predecessor in 1985, and has 23 years of
investment management experience. Jerry C. Apodaca, Jr. joined the firm as a
principal and 1/3 owner in 1991, and has 12 years investment management
experience. Before joining Apodaca, Mr. Apodaca was a Vice President of
Marketing at Newport First Investments, Inc.
COMPENSATION. Under the proposed Investment Sub-Advisory Agreement, SFM will
------------
pay Apodaca a fee, which is calculated and paid monthly, based on the annual
percentage rate of .50% of the average monthly market value of the portion of
the assets of the Small Cap Growth Portfolio managed by Apodaca.
WALL STREET ASSOCIATES. Wall Street Associates ("WSA") is organized as a
----------------------
corporation with its principal address at 1200 Prospect Street, Suite 100, La
Jolla, CA 92037. WSA was founded in 1987, and as of June 1, 1995, had
approximately $640 million in assets under management, none of which was held by
registered investment companies. WSA provides investment advisory services for
institutional clients, an investment partnership for which it serves as general
partner, a group trust for which it serves as sole investment manager, and an
offshore fund for foreign investors for which it serves as the sole investment
manager.
William Jeffery, III, Kenneth F. McCain, and Richard S. Coons each of whom own
1/3 of WSA, serve as Portfolio Managers for the portion of the Portfolio's
assets allocated to WSA. Each is a Principal of WSA and, together, they have 73
years of investment management experience.
6
<PAGE>
WSA has served as an investment sub-adviser to only one registered investment
company (since June 28, 1995), and, as such, does not have extensive experience
advising a highly regulated entity such as an investment company. This may
present additional risks for the Portfolio.
COMPENSATION. Under the proposed Investment Sub-Advisory Agreement, SFM will
------------
pay WSA a fee, which is calculated and paid monthly, based on the annual
percentage rate of .50% of the average monthly market value of the portion of
the assets of the Small Cap Growth Portfolio managed by WSA.
______________________________________
On June 5, 1995, the Trust's Board of Trustees voted to change the name of the
Mid-Cap Growth Portfolio to the Mid-Cap Portfolio to reflect a shift in emphasis
by the Portfolio from mid-sized "growth" companies to a broader range of middle
capitalization companies. In connection with this change, the Board of Trustees
approved a change in investment adviser for the Portfolio from Nicholas-
Applegate Capital Management to Martingale Asset Management, L.P. ("Martingale")
effective June 21, 1995. At a Shareholder meeting scheduled for August 11,
1995, and adjourned until August 14, 1995, Shareholders of the Mid-Cap Portfolio
approved the selection of Martingale as the Portfolio's new investment adviser.
As of the date of this Supplement, "The Advisers and Sub-Advisers" section of
the Prospectus is amended and the following language inserted:
MARTINGALE ASSET MANAGEMENT, L.P. Martingale is a Delaware limited partnership
--------------------------------
with its principal address at 222 Berkeley Street, Boston, Massachusetts 02116.
Martingale's general partner is Martingale Asset Management Corporation, 222
Berkeley Street, Boston, Massachusetts 02116, which is controlled by Arnold S.
Wood and William E. Jacques, who are also officers and partners of Martingale.
Martingale was established in 1987, and as of May 31, 1995, had assets of
approximately $410 million under management. Martingale's advisory clients
include pension plans, endowments, foundations, and investment company
portfolios.
The assets of the Portfolio will be managed by John Freeman. Mr. Freeman has 10
years of investment management experience, including 3 years of experience
investing in mid cap companies. Prior to joining Martingale, he worked at
BARRA, Inc. as a Manager of Consulting Services.
COMPENSATION. Under an Investment Advisory Agreement with the Trust, the Trust
------------
pays Martingale a fee, which is calculated daily and paid monthly, at an annual
rate of .25% of the average daily net assets of the Mid-Cap Portfolio. For the
fiscal year ended September 30, 1994, the Portfolio paid Nicholas-Applegate
Capital Management, the Portfolio's former investment adviser, an investment
advisory fee of .45% of the average daily net assets of the Portfolio.
______________________________________
On May 3, 1995, Martingale and Commerz International Capital Management ("CICM")
signed a definitive agreement under which CICM will become a general partner and
60% owner of Martingale. The remaining 40% of Martingale will be owned by its
current partners (except for BARRA, Inc., whose 20% interest would be bought
out). If the transaction is consummated on terms materially different than
those currently contemplated, the Trustees may have to solicit approval of a new
investment advisory agreement with Martingale on behalf of the Mid-Cap
Portfolio. Any developments pertaining to the Portfolio's advisory arrangements
will be disclosed in this Prospectus or any supplements thereto.
______________________________________
At a meeting scheduled for November 13, 1995, Shareholders of the Small Cap
Value Portfolio will be asked to amend, reclassify or eliminate certain of the
Portfolio's fundamental investment policies. The changes to these fundamental
investment policies are the same as those approved by the Large Cap Value, Large
Cap
7
<PAGE>
Growth, Capital Appreciation, Capital Growth, Equity Income, Small Cap Growth,
Mid-Cap, and Balanced Portfolios.
At the same meeting, Shareholders of the Small Cap Value Portfolio will be asked
to approve the selection of an additional Investment Sub-Adviser to the
Portfolio.
______________________________________
The following should be read in conjunction with the section of the Prospectus
entitled "Purchase and Redemption of Shares":
Because excessive trading (including short-term "market timing" trading) can
hurt a Portfolio's performance, each Portfolio may refuse purchase orders from
any shareholder account if the accountholder has been advised that previous
purchase and redemption transactions were considered excessive in number or
amount. Accounts under common control or ownership, including those with the
same taxpayer identification number and those administered so as to redeem or
purchase shares based upon certain predetermined market indicators, will be
considered one account for this purpose.
_______________________________________
At a meeting held on April 24, 1995, Shareholders of the Small Cap Growth
Portfolio (the "Portfolio") approved an investment advisory agreement with P.B.
Newco, Inc. ("P.B. Newco"). A Shareholder vote was required as a result of a
transaction whereby United Asset Management ("UAM") acquired all of the assets
of Pilgrim Baxter Associates, Ltd. ("Pilgrim Baxter"), the former adviser of the
Portfolio. UAM then contributed Pilgrim Baxter's assets to P.B. Newco which now
carries on the business of Pilgrim Baxter under the name Pilgrim Baxter.
The same persons responsible for the investment of the Portfolio's assets
continued to manage the Portfolio. There were no changes in Pilgrim Baxter's
method of operation or the location where it conducts its business. The fees
payable under the new advisory agreement are the same as those charged under the
previous agreement.
_______________________________________
The second sentence of the second paragraph under the "Investment Objectives and
Policies - Large Cap Value Portfolio" section on page 11 of the Prospectus is
amended and restated to read as follows:
In general, the advisers characterize high quality securities as those that
have above-average reinvestment rates.
_______________________________________
The last sentence of the "Investment Objectives and Policies - Mid-Cap Growth
Portfolio" section on page 14 of the Prospectus is amended and restated to read
as follows:
The Portfolio's investment adviser is Martingale Assessment Management, L.P.
In addition, the fourth sentence of the second paragraph of the "Investment
Objectives and Policies - Mid-Cap Growth Portfolio" section of the Prospectus is
deleted.
_______________________________________
The "General Investment Policies" section on page 18 of the Prospectus is
amended and restated and the following language is inserted:
8
<PAGE>
BORROWING. Each Portfolio may borrow money. Interest paid on such borrowings
will reduce a Portfolio's income. A Portfolio will not purchase securities
while its borrowings exceed 5% of its total assets.
COMMON STOCKS. Each Portfolio will invest in common stocks; provided however,
that the Large Cap Value, Small Cap Growth, Capital Appreciation, Equity Income
and Capital Growth Portfolios may only invest in such securities if they are
listed on registered exchanges or actively traded in the over-the-counter
market.
INVESTMENT COMPANY SECURITIES. Each Portfolio may purchase investment company
securities, which will result in the layering of expenses. There are legal
limits on the amount of such securities that may be acquired by a Portfolio.
OPTIONS AND FUTURES. Each Portfolio may purchase or write options, futures and
options on futures. Risks associated with investing in options and futures may
include lack of a liquid secondary market, trading restrictions that may be
imposed by an exchange and government regulations which may restrict trading.
SECURITIES LENDING. Each Portfolio may lend assets to qualified investors for
the purpose of realizing additional income.
_______________________________________
The first sentence of the second paragraph of "The Manager and Shareholder
Servicing Agent" section on page 20 of the Prospectus is amended and restated to
read as follows:
For its management services, SFM is entitled to a fee which is calculated
daily and paid monthly at an annual rate of .50% of the average daily net assets
of the Capital Growth Portfolio, at an annual rate of .35% of the average daily
net assets of the Large Cap Growth, Large Cap Value, Small Cap Value, Small Cap
Growth, Capital Appreciation, Equity Income, Mid-Cap, and Balanced Portfolios,
and at an annual rate of .55% of the average daily net assets of the Real Estate
Securities Portfolio.
______________________
"The Advisers and Sub-Advisers - Nicholas-Applegate Capital Management" section
on page 27 of the Prospectus is amended to delete references to Nicholas-
Applegate acting as investment adviser for the Mid-Cap Portfolio.
_______________________
The following should be read in conjunction with the information found under
"The Advisers and Sub-Advisers-SunBank Capital Management" section on page 29 of
the Prospectus:
Effective April 4, 1995, John Race no longer serves as a portfolio manager to
the Balanced Portfolio.
_______________________
The following information is inserted under the "General Information - The
Trust" section on page 34 of the Prospectus:
Certain shareholders in one or more of the Portfolios may obtain asset
allocation services with respect to their investments in such Portfolios. If a
sufficient amount of a Portfolio's assets are subject to such asset allocation
services, the Portfolio may incur higher transaction costs and a higher
portfolio turnover rate that would otherwise be anticipated as a result of
redemptions and purchases of Portfolio shares pursuant to such services.
_______________________
9
<PAGE>
The following should be inserted in place of the second paragraph of the
"Description of Permitted Investments and Risk Factors - Futures and Options on
Futures" section on page 37 of the Prospectus:
A stock index futures contract is a bilateral agreement pursuant to which two
parties agree to take or make delivery of an amount of cash equal to a specified
dollar amount times the difference between the stock index value at the close of
trading of the contract and the price at which the futures contract is
originally struck. No physical delivery of the stocks comprising the Index is
made; generally contracts are closed out prior to the expiration date of the
contract. No price is paid upon entering into futures contracts. Instead, a
Portfolio would be required to deposit an amount of cash or U.S. Treasury
securities known as "initial margin." Subsequent payments, called "variation
margin," to and from the broker, would be made on a daily basis as the value of
the futures position varies (a process known as "marking to market"). The
margin is in the nature of a performance bond or good-faith deposit on a futures
contract.
The following should be inserted as the third paragraph of the "Description of
Permitted Investments and Risk Factors - Futures and Options on Futures" section
on page 37 of the Prospectus:
In order to avoid leveraging and related risks, when a Portfolio purchases
futures contracts, it will collateralize its position by depositing an amount of
cash or cash equivalents, equal to the market value of the futures positions
held, less margin deposits, in a segregated account with the Trust's custodian.
Collateral equal to the current market value of the futures position will be
marked to market on a daily basis.
The last sentence of the "Description of Permitted Investments and Risk Factors-
Futures and Options on Futures" section on page 37 of the Prospectus is amended
and restated to read as follows:
Each Portfolio may invest in futures and options on futures.
The last sentence of the "Description of Permitted Investments and Risk Factors
- Illiquid Securities" section on page 38 of the Prospectus is amended and
restated as follows:
Each Portfolio may invest in illiquid securities.
The last sentence of the "Description of Permitted Investments and Risk Factors
- Options" section on page 40 of the Prospectus is amended and restated to read
as follows:
Each Portfolio may invest in options.
The last sentence of the "Description of Permitted Investments and Risk Factors
- Warrants" section on page 45 of the Prospectus is amended and restated to read
as follows:
Each Portfolio may invest in warrants.
PLEASE RETAIN THIS SUPPLEMENT FOR FUTURE REFERENCE
10
<PAGE>
SEI INSTITUTIONAL MANAGED TRUST
LARGE CAP GROWTH PORTFOLIO
LARGE CAP VALUE PORTFOLIO
CAPITAL APPRECIATION PORTFOLIO
EQUITY INCOME PORTFOLIO
BALANCED PORTFOLIO
SMALL CAP GROWTH PORTFOLIO
SMALL CAP VALUE PORTFOLIO
MID-CAP PORTFOLIO
SUPPLEMENT DATED AUGUST 16, 1995 TO
THE CLASS D PROSPECTUS
DATED JANUARY 31, 1995
THIS SUPPLEMENT TO THE PROSPECTUS SUPERSEDES AND REPLACES ANY
EXISTING SUPPLEMENTS TO THE PROSPECTUS. THIS SUPPLEMENT PROVIDES
NEW AND ADDITIONAL INFORMATION BEYOND THAT CONTAINED IN THE
PROSPECTUS AND SHOULD BE RETAINED AND READ IN CONJUNCTION WITH
SUCH PROSPECTUS.
____________________________
EFFECTIVE MARCH 6, 1995, THE NAME OF THE PROVANTAGE FUNDS CLASS
SHARES WAS CHANGED TO CLASS D.
____________________________
On June 5, 1995, the Trust's Board of Trustees voted to change
the name of the Mid-Cap Growth Portfolio to the Mid-Cap Portfolio
to reflect a shift in emphasis by the Portfolio from "growth"
securities to a broader mid cap benchmark. In connection with
this change, the Trustees also approved a change in investment
adviser for the Portfolio. (See below for a description of
Martingale Asset Management, L.P.)
____________________________
Effective September 1, 1995, SEI Financial Management Corporation
will remove the expense cap currently in place for the Large Cap
Value Portfolio. In connection with this change, the "Shareholder
Transaction Expenses" table on page 5 of the Prospectus is deleted
and the following "Shareholder Transaction Expenses" table is
inserted:
SHAREHOLDER TRANSACTION EXPENSES (as a percentage of offering price)
<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------------------------------------
LARGE CAP LARGE CAP SMALL CAP SMALL CAP CAPITAL EQUITY
VALUE GROWTH VALUE GROWTH MID-CAP APPRECIATION INCOME BALANCED
PORTFOLIO PORTFOLIO PORTFOLIO PORTFOLIO PORTFOLIO PORTFOLIO PORTFOLIO PORTFOLIO
---------- --------- --------- --------- --------- --------- ---------- ---------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Maximum Sales Charge
on Purchases 5.00% 5.00% 5.00% 5.00% 5.00% 5.00% 5.00% 5.00%
Maximum Sales Charge
Imposed on Reinvested None None None None None None None None
Dividends None None None None None None None None
Redemption Fees (1)
</TABLE>
ANNUAL OPERATING EXPENSES (as a percentage of average net assets)
--------------------------------------------------------------------------------
<PAGE>
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Management/Advisory Fees (after
fee waiver) .70% .70%(2) .98%(2) .99%(2) .55%(2) .75%(2) .73%(2) .59%(2)
12-b Fees (3) .31% .32% .32% .31% .38% .30% .31% .36%
Other Expenses (4) .21% .23% .20% .20% .24% .19% .18% .20%
--------------------------------------------------------------------------------------------------------------
Total Operating Expenses (after 1.22% 1.25% 1.50% 1.50% 1.17% 1.24% 1.22% 1.15%
fee waiver) (5)
--------------------------------------------------------------------------------------------------------------
</TABLE>
(1) A charge, currently $10.00, is imposed on wires of redemption proceeds of
the Portfolios' ProVantage Funds shares.
(2) SEI Financial Management Corporation ("SFM"), in its capacity as Manager
for each Portfolio, and certain of the investment advisers and sub-advisers
(collectively, "advisers") have agreed to waive, on a voluntary basis, a
portion of their fees, and the management/advisory fees shown reflect this
voluntary waiver. Such fees waivers are voluntary and may be terminated at
any time in the sole discretion of each entity that has agreed to waive a
portion of its fee. Absent such fee waiver, management/advisory fees would
be: Large Cap Growth Portfolio, .75%; Small Cap Value Portfolio, 1.00%;
Small Cap Growth Portfolio, 1.00%; Capital Appreciation Portfolio, .75%;
Equity Income Portfolio, .75%; and Balanced Portfolio, .75%. In addition,
absent fee waivers, the restated management/advisory fees for the Mid-Cap
Portfolio would be .75%.
(3) The 12b-1 fees shown include both the Portfolios' current 12b-1 budget for
reimbursement of expenses and the Distributor's voluntary waiver of a
portion of its compensatory fee. The Distributor reserves the right to
terminate its waiver at any time in its sole discretion. The maximum 12b-1
fees payable by the ProVantage Funds shares of each Portfolio are .60%.
(4) Other Expenses for the Large Cap Growth and Small Cap Value Portfolios are
based on estimated amounts for the current fiscal year.
(5) Absent the voluntary fee waivers described above, total operating expenses
for ProVantage Funds shares would be: Large Cap Value Portfolio 1.27%;
Large Cap Growth Portfolio, 1.35%; Small Cap Value Portfolio, 1.57%; Small
Cap Growth Portfolio, 1.51%; Capital Appreciation Portfolio, 1.24%; Equity
Income Portfolio, 1.24%; and Balanced Portfolio, 1.31%. In addition, absent
such voluntary fee waivers, the restated total operating expenses for the
Mid-Cap Portfolio would be 1.42%.
EXAMPLE
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>
1 YR. 3 YRS. 5 YRS. 10 YRS.
----- ------ ------ -------
<S> <C> <C> <C> <C>
An investor in a Portfolio would pay the following
expenses on $1,000 investment assuming (1) the
imposition of the maximum sales load; (2) 5% annual
return and (3) redemption at the end of each time
period:
Large Cap Value Portfolio $ 62.00 $ 87.00 $114.00 $190.00
Large Cap Growth Portfolio $ 62.00 $ 88.00 $ -- $ --
Small Cap Value Portfolio $ 65.00 $ 95.00 $ -- $ --
Small Cap Growth Portfolio $ 65.00 $ 95.00 $128.00 $220.00
Mid-Cap Portfolio $ 61.00 $ 85.00 $111.00 $185.00
Capital Appreciation Portfolio $ 62.00 $ 87.00 $115.00 $193.00
Equity Income Portfolio $ 62.00 $ 87.00 $114.00 $190.00
Balanced Portfolio $ 61.00 $ 85.00 $110.00 $183.00
</TABLE>
--------------------------------------------------------------------------------
THE EXAMPLE SHOULD NOT BE CONSIDERED A REPRESENTATION OF PAST OR FUTURE
EXPENSES. ACTUAL EXPENSES MAY BE GREATER OR LESS THAN THOSE SHOWN.
The purpose of the expense table and example is to assist the investor in
understanding the various costs and expenses that may be directly or indirectly
borne by investors in ProVantage Funds shares of each Portfolio. A person who
purchases shares through an account with a financial institution may be charged
separate fees by that institution. The information set forth in the foregoing
table and example relates only to the ProVantage Funds shares. Each Portfolio
also offers Class A and Class B shares, which are subject to the same expenses,
except that there are no sales loads, different distribution costs and no
transfer agent costs. Additional information may be found under "The Manager
and Shareholder Servicing Agent," "The Advisers and Sub-Advisers" and
"Distribution."
The rules of the Securities and Exchange Commission require that the maximum
sales charge be reflected in the above table. However, certain investors may
qualify for reduced sales charges. See "Purchase of Shares". Long-term
shareholders may pay more than the economic equivalent of the maximum front-end
sales charges otherwise permitted by the Rules of Fair Practice (the "Rules") of
the National Association of Securities Dealers, Inc. ("NASD").
_____________________________
2
<PAGE>
At meetings held on June 16, 1995 and adjourned until July 10, 1995, and on
August 11, 1995 and adjourned until August 14, 1995, Shareholders of the Large
Cap Value, Large Cap Growth, Capital Appreciation, Equity Income, Small Cap
Growth, Mid-Cap, and Balanced Portfolios voted to amend, reclassify or eliminate
certain of each Portfolio's fundamental investment policies. With respect to
the Large Cap Value, Large Cap Growth, Capital Appreciation, Equity Income,
Small Cap Growth, Mid-Cap, and Balanced Portfolios, the following amended
fundamental investment policies are inserted on page 20 of the Prospectus in
place of the current fundamental investment policies:
1. With respect to 75% of its total assets, no Portfolio may (i) purchase
securities of any issuer (except securities issued or guaranteed by the United
States Government, its agencies or instrumentalities) if, as a result, more than
5% of its total assets would be invested in the securities of such issuer; or
(ii) acquire more than 10% of the outstanding voting securities of any one
issuer.
2. No Portfolio may purchase any securities which would cause more than
25% of the total assets of the Portfolio to be invested in the securities of one
or more issuers conducting their principal business activities in the same
industry, provided that this limitation does not apply to investments in
obligations issued or guaranteed by the United States Government or its agencies
and instrumentalities.
The foregoing percentage limitations will apply at the time of the purchase
of a security. Additional investment limitations are set forth in the Statement
of Additional Information.
_____________________________
At the same meetings, Shareholders of the Capital Appreciation, Equity Income,
Small Cap Growth, Mid-Cap, and Balanced Portfolios approved a new management
structure wherein SFM will act as each Portfolio's Investment Adviser. In
connection with this change, the first sentence of the description of SEI
Financial Management Corporation on page 29 of the Prospectus is amended and
restated to read as follows:
SEI Financial Management Corporation ("SFM") serves as investment adviser
for the Large Cap Value, Large Cap Growth, Small Cap Value, Small Cap Growth,
Capital Appreciation, Equity Income, Mid-Cap, and Balanced Portfolios.
In addition, the first sentence of the second paragraph of the description of
SEI Financial Management Corporation is amended and restated to read as follows:
For these advisory services, SFM is entitled to a fee, which is calculated
daily and paid monthly, at an annual rate of .35% of the Large Cap Value
Portfolio's average daily net assets, at an annual rate of .65% of the Small Cap
Value and Small Cap Growth Portfolios' average daily net assets, and at an
annual rate of .40% of the Capital Appreciation, Balanced, Equity Income, Mid-
Cap, and Large Cap Growth Portfolios' average daily net assets.
_____________________________
At the same meetings, Shareholders of the Capital Appreciation, Equity Income,
Small Cap Growth, Mid-Cap, and Balanced Portfolios also approved the "Manager of
Managers" structure wherein, upon the recommendation of SFM, and subject to
receipt by the Trust of exemptive relief from the SEC, the Board of Trustees
will be able to appoint additional and replacement sub-advisers for these
Portfolios without Shareholder approval. In connection with this change,
Shareholders of each of these Portfolios except the Mid-Cap Portfolio, approved
the selection of each of the current investment advisers for these Portfolios as
investment sub-advisers for these Portfolios. Accordingly, the following
sentences replace the corresponding sentences in the "Investment Objectives and
Policies" section beginning on page 13 of the Prospectus:
3
<PAGE>
The Capital Appreciation Portfolio's investment adviser is SEI Financial
Management Corporation and its investment sub-adviser is SunBank Capital
Management, N.A.
The Equity Income Portfolio's investment adviser is SEI Financial
Management Corporation and its investment sub-adviser is Merus Capital
Management.
The Small Cap Growth Portfolio's investment adviser is SEI Financial
Management Corporation and its investment sub-advisers are Investment Advisers,
Inc., Pilgrim Baxter & Associates, Ltd., Nicholas-Applegate Capital Management,
Apodaca-Johnston Capital Management, and Wall Street Associates.
The Mid-Cap Portfolio's investment adviser is SEI Financial Management
Corporation and its investment sub-adviser is Martingale Asset Management, L.P.
The Balanced Portfolio's investment adviser is SEI Financial Management
Corporation and its investment sub-adviser is SunBank Capital Management, N.A.
In addition, references in this Prospectus to SunBank Capital Management, N.A.,
Investment Advisers, Inc., Pilgrim Baxter & Associates, Ltd., Nicholas-Applegate
Capital Management, and Merus Capital Management in connection with the Capital
Appreciation, Equity Income, Small Cap Growth, and Balanced Portfolios are
changed from investment adviser to sub-adviser.
For a description of the new investment sub-advisers for these Portfolios,
please read "The Advisers and Sub-Advisers" section of the Prospectus.
_____________________________
As of the date of this supplement, "The Advisers and Sub-Advisers" section of
the Prospectus is amended and the following language is inserted:
APODACA-JOHNSTON CAPITAL MANAGEMENT. Apodaca-Johnston Capital Management
-----------------------------------
("Apodaca") is a California corporation with its principal address at 580
California Street, Suite 2200, San Francisco, CA 94104. Apodaca's predecessor
was founded in 1985, and as of June 30, 1995, Apodaca had approximately $140
million in assets under management. Apodaca's clients include individuals,
pension and profit sharing plans, an endowment fund, and an investment company
portfolio.
The portion of the Portfolio's assets allocated to Apodaca will be managed by
Scott Johnston and Jerry C. Apodaca, Jr. Scott Johnston, as a principal and 1/3
owner of Apodaca, founded Apodaca's predecessor in 1985, and has 23 years of
investment management experience. Jerry C. Apodaca, Jr. joined the firm as a
principal and 1/3 owner in 1991, and has 12 years investment management
experience. Before joining Apodaca, Mr. Apodaca was a Vice President of
Marketing at Newport First Investments, Inc.
COMPENSATION. Under the proposed Investment Sub-Advisory Agreement, SFM will
------------
pay Apodaca a fee, which is calculated and paid monthly, based on the annual
percentage rate of .50% of the average monthly market value of the portion of
the assets of the Small Cap Growth Portfolio managed by Apodaca.
WALL STREET ASSOCIATES. Wall Street Associates ("WSA") is organized as a
----------------------
corporation with its principal address at 1200 Prospect Street, Suite 100, La
Jolla, CA 92037. WSA was founded in 1987, and as of June 1, 1995, had
approximately $640 million in assets under management, none of which was held by
registered investment companies. WSA provides investment advisory services for
institutional clients, an investment partnership for which it serves as general
partner, a group trust for which it serves as sole investment manager, and an
offshore fund for foreign investors for which it serves as the sole investment
manager.
4
<PAGE>
William Jeffery, III, Kenneth F. McCain, and Richard S. Coons, each of whom own
1/3 of WSA, serve as Portfolio Managers for the portion of the Portfolio's
assets allocated to WSA. Each is a Principal of WSA and, together, they have 73
years of investment management experience.
WSA has served as an investment sub-adviser to only one registered investment
company (since June 28, 1995), and, as such, does not have extensive experience
advising a highly regulated entity such as an investment company. This may
present additional risks for the Portfolio.
COMPENSATION. Under the proposed Investment Sub-Advisory Agreement, SFM will
------------
pay WSA a fee, which is calculated and paid monthly, based on the annual
percentage rate of .50% of the average monthly market value of the portion of
the assets of the Small Cap Growth Portfolio managed by WSA.
_____________________________
On June 5, 1995, the Trust's Board of Trustees voted to change the name of the
Mid-Cap Growth Portfolio to the Mid-Cap Portfolio to reflect a shift in emphasis
by the Portfolio from mid-sized "growth" companies to a broader range of middle
capitalization companies. In connection with this change, the Board of Trustees
approved a change in investment adviser for the Portfolio from Nicholas-
Applegate Capital Management to Martingale Asset Management, L.P. ("Martingale")
effective June 21, 1995. At a Shareholder meeting scheduled for August 11,
1995, and adjourned until August 14, 1995, Shareholders of the Mid-Cap Portfolio
approved the selection of Martingale as the Portfolio's new investment adviser.
As of the date of this Supplement, "The Advisers and Sub-Advisers" section of
the Prospectus is amended and the following language inserted:
MARTINGALE ASSET MANAGEMENT, L.P. Martingale is a Delaware limited partnership
--------------------------------
with its principal address at 222 Berkeley Street, Boston, Massachusetts 02116.
Martingale's general partner is Martingale Asset Management Corporation, 222
Berkeley Street, Boston, Massachusetts 02116, which is controlled by Arnold S.
Wood and William E. Jacques, who are also officers and partners of Martingale.
Martingale was established in 1987, and as of May 31, 1995, had assets of
approximately $410 million under management. Martingale's advisory clients
include pension plans, endowments, foundations, and investment company
portfolios.
The assets of the Portfolio will be managed by John Freeman. Mr. Freeman has 10
years of investment management experience, including 3 years of experience
investing in mid cap companies. Prior to joining Martingale, he worked at
BARRA, Inc. as a Manager of Consulting Services.
COMPENSATION. Under an Investment Advisory Agreement with the Trust, the Trust
------------
pays Martingale a fee, which is calculated daily and paid monthly, at an annual
rate of .25% of the average daily net assets of the Mid-Cap Portfolio. For the
fiscal year ended September 30, 1994, the Portfolio paid Nicholas-Applegate
Capital Management, the Portfolio's former investment adviser, an investment
advisory fee of .45% of the average daily net assets of the Portfolio.
_____________________________
On May 3, 1995, Martingale and Commerz International Capital Management ("CICM")
signed a definitive agreement under which CICM will become a general partner and
60% owner of Martingale. The remaining 40% of Martingale will be owned by its
current partners (except for BARRA, Inc., whose 20% interest would be bought
out). If the transaction is consummated on terms materially different than
those currently contemplated, the Trustees may have to solicit approval of a new
investment advisory agreement with Martingale on behalf of the Mid-Cap
Portfolio. Any developments pertaining to the Portfolio's advisory arrangements
will be disclosed in this Prospectus or any supplements thereto.
_____________________________
5
<PAGE>
At a meeting scheduled for November 13, 1995, Shareholders of the Small Cap
Value Portfolio will be asked to amend, reclassify or eliminate certain of the
Portfolio's fundamental investment policies. The changes to these fundamental
investment policies are the same as those approved by the Large Cap Value, Large
Cap Growth, Capital Appreciation, Equity Income, Small Cap Growth, Mid-Cap, and
Balanced Portfolios.
At the same meeting, Shareholders of the Small Cap Value Portfolio will be asked
to approve the selection of an additional Investment Sub-Adviser to the
Portfolio.
_____________________________
The following should be read in conjunction with the section of the Prospectus
entitled "Your Account and Doing Business with ProVantage Funds - Exchanging
Shares":
Because excessive trading (including short-term "market timing" trading)
can hurt a Portfolio's performance, each Portfolio may refuse purchase orders
from any shareholder account if the accountholder has been advised that previous
purchase and redemption transactions were considered excessive in number or
amount. Accounts under common control or ownership, including those with the
same taxpayer identification number and those administered so as to redeem or
purchase shares based upon certain predetermined market indicators, will be
considered one account for this purpose.
_____________________________
At a meeting held on April 24, 1995, Shareholders of the Small Cap Growth
Portfolio (the "Portfolio") approved an investment advisory agreement with P.B.
Newco, Inc. ("P.B. Newco"). Shareholder vote was required as a result of a
transaction whereby United Asset Management ("UAM") acquired all of the assets
of Pilgrim Baxter Associates Ltd. ("Pilgrim Baxter"), the former adviser of the
Portfolio. UAM then contributed Pilgrim Baxter's assets to P.B. Newco which now
carries on the business of Pilgrim Baxter under the name Pilgrim Baxter.
The same persons responsible for the investment of the Portfolio's assets
continued to manage the Portfolio. There were no changes in Pilgrim Baxter's
method of operation or the location where it conducts its business. The fees
payable under the new advisory agreement are the same as those charged under the
previous agreement.
_____________________________
The sentence listing Nicholas-Applegate Capital Management as investment adviser
for the Mid-Cap Portfolio in the "Management Profile" section on page 3 of the
Prospectus is amended and restated and the following language is inserted:
MARTINGALE ASSET MANAGEMENT, L.P. serves as the investment adviser for the
Mid-Cap Portfolio.
In addition, the description of SEI Financial Management Corporation in the same
section is amended and restated as follows:
SEI FINANCIAL MANAGEMENT CORPORATION serves as the investment adviser of
the Large Cap Growth, Large Cap Value, Small Cap Value, Small Cap Growth,
Capital Appreciation, Equity Income, Mid-Cap, and Balanced Portfolios.
_____________________________
The second sentence of the second paragraph under the "Investment Objectives and
Policies - Large Cap Value Portfolio" section on page 13 of the Prospectus is
amended and restated to read as follows:
6
<PAGE>
In general, the advisers characterize high quality securities as those that
have above-average reinvestment rates.
_____________________________
The last sentence of the second paragraph of the "Investment Objectives and
Policies - Mid-Cap Portfolio" section on page 16 of the Prospectus is deleted,
and the last sentence of the same section is amended and the following is
inserted:
The Portfolio's investment adviser is Martingale Asset Management, L.P.
_____________________________
The "General Investment Policies" section on page 19 of the Prospectus is
amended and restated to read as follows:
COMMON STOCKS. Each Portfolio will invest in common stocks; provided however,
that the Large Cap Value, Small Cap Growth, Capital Appreciation, Equity Income
and Capital Growth Portfolio may only invest in such securities if they are
listed on registered exchanges or actively traded in the over-the-counter
market.
INVESTMENT COMPANY SECURITIES. The Large Cap Growth, Large Cap Value, Small Cap
Value, Small Cap Growth, Capital Appreciation, Equity Income, Mid-Cap, and
Balanced Portfolios may purchase investment company securities, which will
result in the layering of expenses. There are legal limits on the amount of
such securities that may be acquired by a Portfolio.
OPTIONS AND FUTURES. The Large Cap Growth, Large Cap Value, Small Cap Value,
Small Cap Growth, Capital Appreciation, Equity Income, Mid-Cap, and Balanced
Portfolios may purchase or write options, futures and options on futures. Risks
associated with investing in options and futures may include lack of a liquid
secondary market, trading restrictions that may be imposed by an exchange and
government regulations which may restrict trading.
SECURITIES LENDING. Each Portfolio may lend its assets to qualified investors
for the purpose of realizing additional income.
_____________________________
The first sentence of the second paragraph of "The Manager and Shareholder
Servicing Agent" section on page 21 of the Prospectus is amended and restated to
read as follows:
For its management services, SFM is entitled to a fee which is calculated
daily and paid monthly at an annual rate of .35% of the average daily net assets
of the Large Cap Growth, Large Cap Value, Small Cap Value, Small Cap Growth,
Capital Appreciation, Equity Income, Mid-Cap, and Balanced Portfolios.
_____________________________
"The Advisers and Sub-Advisers - Nicholas-Applegate Capital Management" section
on page 27 of the Prospectus is amended to delete references to Nicholas-
Applegate acting as investment adviser for the Mid-Cap Portfolio.
_____________________________
7
<PAGE>
The following should be read in conjunction with the information found under
"The Advisers and Sub-Advisers -SunBank Capital Management" section on page 29
of the Prospectus:
Effective April 4, 1995, John Race no longer serves as a portfolio manager
to the Balanced Portfolio.
_____________________________
The following information is inserted under the "General Information - The
Trust" section on page 37 of the Prospectus:
Certain shareholders in one or more of the Portfolios may obtain asset
allocation services with respect to their investments in such Portfolios. If a
sufficient amount of a Portfolio's assets are subject to such asset allocation
services, the Portfolio may incur higher transaction costs and a higher
portfolio turnover rate that would otherwise be anticipated as a result of
redemptions and purchases of Portfolio shares pursuant to such services.
_____________________________
Effective March 6, 1995, DST Systems, Inc. ("DST") will serve as transfer agent
and dividend disbursing agent to the Class D shares of the Trust.
FUND CORRESPONDENCE - All shareholder applications, checks, and general
correspondence (such as address changes or account maintenance issues) should be
directed to:
SIMT Class D Funds
c/o DST Systems, Inc
P.O. Box 419240
Kansas City, MO 64141-6240
TRANSACTION PROCESSING - Shareholders may continue to conduct telephone
transactions (including purchases, redemptions and wires) by calling 1-800-437-
6016. Shareholders purchasing shares of the portfolio(s) by Fed wire must
request their bank to transmit the funds to:
United Missouri Bank of Kansas City, N.A.
ABA #10-10-00695
For Account #98-7060-100-1
Further Credit: [Portfolio Name]
Account Name
Account Number
GENERAL INQUIRIES - SEI Financial Management Corporation will continue to
respond to telephone inquiries regarding account balance and general fund-
related information. Services Representatives may be contacted by calling 1-
800-437-6016.
_____________________________
The following should be inserted in place of the second paragraph of the
"Description of Permitted Investments and Risk Factors - Futures and Options on
Futures" section on page 41 of the Prospectus:
A stock index futures contract is a bilateral agreement pursuant to which
two parties agree to take or make delivery of an amount of cash equal to a
specified dollar amount times the difference between the stock
8
<PAGE>
index value at the close of trading of the contract and the price at which the
futures contract is originally struck. No physical delivery of the stocks
comprising the Index is made; generally contracts are closed out prior to the
expiration date of the contract. No price is paid upon entering into futures
contracts. Instead, a Portfolio would be required to deposit an amount of cash
or U.S. Treasury securities known as "initial margin." Subsequent payments,
called "variation margin," to and from the broker, would be made on a daily
basis as the value of the futures position varies (a process known as "marking
to market"). The margin is in the nature of a performance bond or good-faith
deposit on a futures contract.
The following should be inserted as the third Paragraph of the "Description of
Permitted Investments and Risk Factors - Future and Options on Futures" section
on page 41 of the Prospectus:
In order to avoid leveraging and related risks, when a Portfolio purchases
futures contracts, it will collateralize its position by depositing an amount of
cash or cash equivalents, equal to the market value of the futures positions
held, less margin deposits, in a segregated account with the Trust's custodian.
Collateral equal to the current market value of the futures position will be
marked to market on a daily basis.
The last sentence of the "Description of Permitted Investments and Risk Factors
- Futures and Options on Futures" section on page 41 of the Prospectus is
amended and restated to read as follows:
Each Portfolio may invest in futures and options on futures.
The following should be inserted immediately after the "Description of Permitted
Investments and Risk Factors -Futures and Options on Futures" section on page 41
of the Prospectus:
ILLIQUID SECURITIES. Illiquid securities are securities that cannot be disposed
of within seven business days at approximately the price at which they are being
carried on the Portfolio's books. An illiquid security includes a demand
instrument with a demand notice period exceeding seven days, where there is no
secondary market for such security, and repurchase agreements with duration over
7 days in length. Each Portfolio may invest in illiquid securities.
The last sentence of the "Description of Permitted Investments and Risk Factors
- Options" section on page 45 of the Prospectus is amended and restated to read
as follows:
Each Portfolio may invest in options.
The last sentence of the "Description of Permitted Investments and Risk Factors-
Warrants" section on page 48 of the Prospectus is amended and restated as
follows:
Each Portfolio may invest in warrants.
PLEASE RETAIN THIS SUPPLEMENT FOR FUTURE REFERENCE
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