<PAGE>
As Filed with the Securities and Exchange Commission on June 19, 1995
File No. 33-9504
File No. 811-4878
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-1A
REGISTRATION STATEMENT UNDER THE
SECURITIES ACT OF 1933 /____/
POST-EFFECTIVE AMENDMENT NO. 23 / X /
---
and
REGISTRATION STATEMENT UNDER THE
INVESTMENT COMPANY ACT OF 1940 /____/
AMENDMENT NO. 25 / X /
---
SEI INSTITUTIONAL MANAGED TRUST
(Exact Name of Registrant as Specified in Charter)
c/o CT Corporation
2 Oliver Street
Boston, Massachusetts 02109
(Address of Principal Executive Offices) (Zip Code)
Registrant's Telephone Number, including Area Code: (800) 342-5734
David G. Lee
c/o SEI Corporation
680 East Swedesford Road
Wayne, Pennsylvania 19087
(Name and Address of Agent for Service)
Copies to:
Richard W. Grant, Esq. John H. Grady, Jr., Esq.
Morgan Lewis & Bockius Morgan Lewis & Bockius
2000 One Logan Square 1800 M Street, N.W.
Philadelphia, Pennsylvania Washington, D.C. 20036
- --------------------------------------------------------------------------------
It is proposed that this filing will become effective (check
appropriate box)
X immediately upon filing pursuant to paragraph (b)
----
____ on [date] pursuant to paragraph (b)
____ 60 days after filing pursuant to paragraph (a)
____ 75 days after filing pursuant to paragraph (a)
____ on [date] pursuant to paragraph (a) of Rule 485
- --------------------------------------------------------------------------------
The Registrant has elected to register an indefinite number of securities
pursuant to Rule 24f-2 of the Investment Company Act of 1940. Registrant filed
a 24f-2 Notice on November 28, 1994 for its fiscal year ended September 30,
1994.
<PAGE>
SEI INSTITUTIONAL MANAGED TRUST
CROSS REFERENCE SHEET
N-1A ITEM NO. LOCATION
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------
PART A- CORE FIXED INCOME, BOND AND HIGH YIELD BOND PORTFOLIOS - INSTITUTIONAL CLASS
<S> <C> <C>
Item 1. Cover Page Cover Page
Item 2. Synopsis Annual Operating Expenses
Item 3. Condensed Financial Information Financial Highlights
Item 4. General Description of Registrant The Trust; Investment Objectives and
Policies; General Investment Policies;
Description of Permitted Investments and
Risk Factors
Item 5. Management of the Fund General Information-Trustees of the
Trust; The Advisers; The Manager and
Shareholder Servicing Agent
Item 5A. Management's Discussion of Fund Performance **
Item 6. Capital Stock & Other Securities General Information-Voting Rights,
Shareholder Inquiries, Dividends; Taxes
Item 7. Purchase of Securities Being Offered Purchase and Redemption of Shares
Item 8. Redemption or Repurchase Purchase and Redemption of Shares
Item 9. Pending Legal Proceedings *
<CAPTION>
PART A - LARGE CAP VALUE, LARGE CAP GROWTH, SMALL CAP VALUE, SMALL CAP GROWTH, CAPITAL
APPRECIATION, EQUITY INCOME, BALANCED, MID-CAP GROWTH, CAPITAL GROWTH AND REAL ESTATE SECURITIES
PORTFOLIOS - INSTITUTIONAL CLASS
<S> <C> <C>
Item 1. Cover Page Cover Page
Item 2. Synopsis Annual Operating Expenses
Item 3. Condensed Financial Information Financial Highlights
Item 4. General Description of Registrant The Trust; Investment Objectives and
Policies; General Investment Policies;
Description of Permitted Investments and
Risk Factors
Item 5. Management of the Fund General Information-Trustees of the
Trust; The Advisers and Sub-Advisers;
The Manager and Shareholder Servicing
Agent
Item 5A. Management's Discussion of Fund Performance **
Item 6. Capital Stock & Other Securities General Information-Voting Rights,
Shareholder Inquiries, Dividends; Taxes
Item 7. Purchase of Securities Being Offered Purchase and Redemption of Shares
Item 8. Redemption or Repurchase Purchase and Redemption of Shares
Item 9. Pending Legal Proceedings *
<CAPTION>
PART A - CORE FIXED INCOME, BOND AND HIGH YIELD BOND PORTFOLIOS - CLASS D
<S> <C> <C>
Item 1. Cover Page Cover Page
</TABLE>
(i)
<PAGE>
<TABLE>
<S> <C> <C>
Item 2. Synopsis Fund Highlights; Shareholder Transaction
Expenses; Annual Operating Expenses
Item 3. Condensed Financial Information Financial Highlights
Item 4. General Description of Registrant General Information-The Trust;
Investment Objectives and Policies;
General Investment Policies; Description
of Permitted Investments and Risk
Factors
Item 5. Management of the Fund General Information-Trustees of the
Trust; The Advisers; The Manager and
Shareholder Servicing Agent
Item 5A. Management's Discussion of Fund Performance **
Item 6. Capital Stock & Other Securities General Information-Voting Rights,
Shareholder Inquiries, Dividends; Taxes
Item 7. Purchase of Securities Being Offered Your Account and Doing Business with
ProVantage Funds; Additional
Information About Doing Business with ProVantage Funds
Item 8. Redemption or Repurchase Your Account and Doing Business with
ProVantage Funds; Additional
Information About Doing Business with ProVantage Funds
Item 9. Pending Legal Proceedings *
<CAPTION>
PART A - LARGE CAP VALUE, LARGE CAP GROWTH, SMALL CAP VALUE, SMALL CAP GROWTH, CAPITAL
APPRECIATION, EQUITY INCOME, BALANCED AND MID-CAP GROWTH PORTFOLIOS - CLASS D
<S> <C> <C>
Item 1. Cover Page Cover Page
Item 2. Synopsis Fund Highlights; Shareholder Transaction
Expenses; Annual Operating Expenses
Item 3. Condensed Financial Information Financial Highlights
Item 4. General Description of Registrant General Information-The Trust;
Investment Objectives and Policies;
General Investment Policies; Description
of Permitted Investments and Risk
Factors
Item 5. Management of the Fund General Information-Trustees of the
Trust; The Advisers and Sub-Advisers;
The Manager and Shareholder Servicing
Agent
Item 5A. Management's Discussion of Fund Performance **
Item 6. Capital Stock & Other Securities General Information-Voting Rights,
Shareholder Inquiries, Dividends; Taxes
Item 7. Purchase of Securities Being Offered Your Account and Doing Business with
ProVantage Funds; Additional
Information About Doing Business with ProVantage Funds
Item 8. Redemption or Repurchase Your Account and Doing Business with
ProVantage Funds; Additional
Information About Doing Business with ProVantage Funds
Item 9. Pending Legal Proceedings *
<CAPTION>
PART B - ALL PORTFOLIOS
<S> <C> <C>
Item 10. Cover Page Cover Page
Item 11. Table of Contents Table of Contents
Item 12. General Information & History The Trust
</TABLE>
(ii)
<PAGE>
<TABLE>
<S> <C> <C>
Item 13. Investment Objectives & Policies Investment Objectives and Policies;
Investment Limitations; Securities
Lending
Item 14. Management of the Registrant Trustees and Officers of the Trust
(Prospectus); The Manager and
Shareholder Servicing Agent
Item 15. Control Persons & Principal Holders of Trustees and Officers of the Trust
Securities (Prospectus)
Item 16. Investment Advisory & Other Services The Advisers and Sub-Advisers; The
Manager and Shareholder Servicing
Agent; The Distributor; Counsel & Independent
Public Accountants
Item 17. Brokerage Allocation Portfolio Transactions
Item 18. Capital Stock & Other Securities Description of Shares
Item 19. Purchase, Redemption, & Pricing of Securities Purchase and Redemption of Shares
Being Offered (Prospectus); Determination of Net
Asset Value
Item 20. Tax Status Taxes (Prospectus); Taxes
Item 21. Underwriters The Distributor
Item 22. Calculation of Yield Quotation Performance
Item 23. Financial Statements Financial Statements
PART C
</TABLE>
Information required to be included in Part C is set forth under the
appropriate item, so numbered, in Part C of this Registration Statement.
* Not Applicable
** Information required by Item 5A is contained in the 1994 Annual Report to
the Shareholders.
(iii)
<PAGE>
The Prospectus for the Core Fixed Income (formerly, the Intermedidate Bond
Portfolio) and Bond Portfolios, Institutional Class shares, is incorporated by
reference to Post-Effective Amendment No. 21 to the Registrant's Registration
Statement on Form N-1A (File Nos. 33-9504 and 811-4878) filed with the SEC on
November 29, 1994.
The Prospectus for the High Yield Bond Portfolio, Institutional Class shares, is
incorporated by reference to Post-Effective Amendment No. 20 to the Registrant's
Registration Statement on Form N-1A (File Nos. 33-9504 and 811-4878) filed with
the SEC on October 7, 1994.
The Prospectus for the Large Cap Value, Small Cap Growth, Capital Appreciation,
Equity Income, Balanced, Mid-Cap Growth, Capital Growth and Real Estate
Securities Portfolios, Institutional Class shares, is incorporated by reference
to Post-Effective Amendment No. 21 to the Registrant's Registration Statement on
Form N-1A (File Nos. 33-9504 and 811-4878) filed with the SEC on November 29,
1994.
The Prospectus for the Large Cap Growth and Small Cap Value Portfolios,
Institutional Class shares, is incorporated by reference to Post-Effective
Amendment No. 20 to the Registrant's Registration Statement on Form N-1A (File
Nos. 33-9504 and 811-4878) filed with the SEC on October 7, 1994, except the
financial highlights for the Large Cap Growth and Small Cap Value Portfolios,
for the period ended March 31, 1995, which are included herein.
(iv)
<PAGE>
SEI INSTITUTIONAL MANAGED TRUST
SUPPLEMENT DATED JUNE 19, 1995 TO PROSPECTUS DATED JANUARY 31, 1995
The Prospectus dated January 31, 1995 relating to the Large Cap Value, Large
Cap Growth, Small Cap Value, Small Cap Growth, Mid-Cap Growth, Capital
Appreciation, Equity Income, Balanced, Capital Growth and Real Estate Securities
Portfolios of SEI Institutional Managed Trust is hereby amended and supplemented
by the addition of the following unaudited financial information 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 PORTFOLIO SMALL CAP VALUE
PORTFOLIO PORTFOLIO
-------------------------------------------------------------------------
FOR THE PERIOD ENDED MARCH FOR THE PERIOD ENDED MARCH
31, 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
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.
PLEASE RETAIN THIS SUPPLEMENT FOR FUTURE REFERENCE
(v)
<PAGE>
The Prospectus for the Core Fixed Income (formerly, the Intermediate Bond
Portfolio) and Bond Portfolios, Class D shares, is incorporated by reference to
Post-Effective Amendment No. 21 to the Registrant's Registration Statement on
Form N-1A (File Nos. 33-9504 and 811-4878) filed with the SEC on November 29,
1994.
The Prospectus for the High Yield Bond Portfolio, Class D shares, is
incorporated by reference to Post-Effective Amendment No. 20 to the Registrant's
Registration Statement on Form N-1A (File Nos. 33-9504 and 811-4878) filed with
the SEC on October 7, 1994.
The Prospectus for the Large Cap Value, Small Cap Growth, Capital Appreciation,
Equity Income, Balanced and Mid-Cap Growth Portfolios, Class D shares, is
incorporated by reference to Post-Effective Amendment No. 19 to the Registrant's
Registration Statement on Form N-1A (File Nos. 33-9504 and 811-4878) filed with
the SEC on November 29, 1994.
The Prospectus for the Large Cap Growth and Small Cap Value Portfolios, Class D
shares, is incorporated by reference to Post-Effective Amendment No. 20 to the
Registrant's Registration Statement on Form N-1A (File Nos. 33-9504 and 811-
4878) filed with the SEC on October 7, 1994.
The Statement of Additional Information is incorporated by reference to Post-
Effective Amendment No. 21 to the Registrant's Registration Statement on Form N-
1A (File Nos. 33-9504 and 811-4878) filed with the SEC on November 29, 1994,
except for the unaudited financial statements for the Large Cap Growth and Small
Cap Value Portfolios, for the period ended March 31, 1995, which are included
herein.
(vi)
<PAGE>
SEI INSTITUTIONAL MANAGED TRUST
LARGE CAP GROWTH AND SMALL CAP VALUE PORTFOLIOS
Supplement dated June 19, 1995 to the Statement of Additional Information, dated
January 31, 1995 for the Large Cap Growth and Small Cap Value Portfolios,
portfolios of SEI Institutional Managed Trust.
The Statement of Additional Information for SEI Institutional Managed Trust is
hereby amended and supplemented by the following unaudited financial statements
for the period ended March 31, 1995.
PLEASE RETAIN THIS SUPPLEMENT FOR FUTURE REFERENCE
(vii)
<PAGE>
STATEMENT OF NET ASSETS
- --------------------------------------------------------------------------------
SEI Institutional Managed Trust -- March 31, 1995 (Unaudited)
LARGE CAP GROWTH PORTFOLIO
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Market
Value
Description Shares (000)
- ----------------------------------------------
<S> <C> <C>
COMMON STOCKS -- 96.3%
AIR TRANSPORTATION -- 0.5%
AMR* 10,550 $ 683
--------
AIRCRAFT -- 1.2%
Allied Signal 38,500 1,511
--------
AUTOMOTIVE -- 0.5%
Magna International, Cl A 18,800 717
--------
BANKS -- 2.7%
BankAmerica 29,650 1,431
Citicorp 14,350 610
First Chicago 30,200 1,513
--------
3,554
--------
BEAUTY PRODUCTS -- 5.2%
Avon Products* 11,000 666
Colgate Palmolive 23,000 1,518
Procter & Gamble 69,650 4,614
--------
6,798
--------
BROADCASTING, NEWSPAPERS & ADVERTISING --
2.1%
Comcast 62,000 969
Tele-Communications* 83,700 1,757
--------
2,726
--------
CHEMICALS -- 3.2%
Air Products & Chemicals 9,900 516
Monsanto 17,000 1,364
Rohm & Haas 34,000 2,006
Union Carbide 12,000 368
--------
4,254
--------
COMMUNICATIONS EQUIPMENT -- 3.9%
General Instrument* 48,000 1,668
L M Ericsson Telephone 11,900 736
Motorola 42,400 2,316
Northern Telecom LTD 9,800 371
--------
5,091
--------
COMPUTERS & SERVICES -- 7.5%
Cisco Systems* 85,000 3,241
Compaq Computer* 64,600 2,229
Informix* 22,000 756
Lotus Development* 6,500 249
Microsoft* 17,650 1,255
Oracle Systems* 52,000 1,625
Silicon Graphics* 16,000 568
--------
9,923
--------
</TABLE>
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Market
Description Shares Value (000)
- ---------------------------------------------------
<S> <C> <C>
CONTAINERS & PACKAGING -- 0.4%
Crown Cork & Seal* 13,650 $ 599
--------
DRUGS -- 9.0%
Abbott Laboratories 57,900 2,063
Centocor* 23,500 373
Forest Labs* 12,400 591
Genentech* 6,700 314
Johnson & Johnson 18,300 1,089
Merck 95,400 4,068
Pfizer 39,650 3,400
--------
11,898
--------
ELECTRICAL TECHNOLOGY -- 0.6%
Duracell 16,400 734
--------
ENTERTAINMENT -- 1.2%
Walt Disney 30,000 1,601
--------
ENVIRONMENTAL SERVICES -- 0.5%
WMX Technologies 23,450 645
--------
FINANCIAL SERVICES -- 3.0%
FHLMC 19,000 1,150
FNMA 25,950 2,111
Household International 15,450 672
--------
3,933
--------
FOOD, BEVERAGE & TOBACCO -- 8.3%
Coca-Cola 68,450 3,867
Kellogg 19,000 1,109
Pepsico 47,000 1,833
Philip Morris 64,250 4,193
--------
11,002
--------
GAS/NATURAL GAS -- 0.9%
Enron 37,400 1,234
--------
HOTELS & LODGING -- 0.6%
Hilton Hotels 10,700 793
--------
HOUSEHOLD PRODUCTS -- 1.1%
Gillette 18,300 1,494
--------
INSURANCE -- 5.4%
American International Group 33,900 3,534
General RE 13,850 1,828
MGIC Investment 6,100 249
NAC RE 12,500 378
Travelers 31,000 1,197
--------
7,186
--------
</TABLE>
<PAGE>
STATEMENT OF NET ASSETS
- --------------------------------------------------------------------------------
SEI Institutional Managed Trust -- March 31, 1995 (Unaudited)
LARGE CAP GROWTH PORTFOLIO
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Market
Description Shares Value (000)
- ------------------------------------------------------
<S> <C> <C>
MACHINERY -- 7.5%
Caterpillar 26,900 $ 1,496
Emerson Electric 9,350 622
General Electric 129,550 7,012
Stewart & Stevenson Services 20,100 709
--------
9,839
--------
MEDICAL PRODUCTS & SERVICES -- 4.3%
Columbia HCA Healthcare 42,000 1,806
Medtronic 16,150 1,120
United Healthcare 59,450 2,779
--------
5,705
--------
MISCELLANEOUS BUSINESS SERVICES -- 0.7%
Computer Associates International 8,850 525
Sybase* 9,500 380
--------
905
--------
PAPER & PAPER PRODUCTS -- 0.3%
Scott Paper 4,300 384
--------
PETROLEUM & FUEL PRODUCTS -- 0.8%
Apache 10,500 286
Western Atlas* 17,500 755
--------
1,041
--------
PETROLEUM REFINING -- 1.4%
Amoco 15,150 964
Mobil 9,450 875
--------
1,839
--------
PHOTOGRAPHIC EQUIPMENT & SUPPLIES -- 1.4%
Eastman Kodak 23,000 1,222
Xerox 5,700 669
--------
1,891
--------
PRINTING & PUBLISHING -- 0.6%
Time Warner 19,950 753
--------
PROFESSIONAL SERVICES -- 0.7%
First Financial Management 13,800 997
--------
RAILROADS -- 1.5%
Burlington Northern 13,000 772
Conrail 7,000 393
CSX 10,600 835
--------
2,000
--------
</TABLE>
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Shares/Face Market
Description Amount (000) Value (000)
- -----------------------------------------------------------------------
<S> <C> <C>
RETAIL -- 8.3%
Autozone* 11,500 $ 286
Dayton Hudson 19,450 1,391
Home Depot 60,000 2,655
Kohl's* 19,000 841
McDonald's 73,300 2,501
Pep Boys-Manny Moe & Jack 17,600 546
Wal-Mart 108,150 2,757
--------
10,977
--------
RUBBER & PLASTIC -- 0.9%
Illinois Tool Works 24,050 1,175
--------
SEMI-CONDUCTORS/INSTRUMENTS -- 3.4%
Intel 52,750 4,477
--------
STEEL & STEEL WORKS -- 2.0%
Aluminum Company of America 17,300 716
Inco LTD 20,550 573
Nucor 23,500 1,321
--------
2,610
--------
TELEPHONES & TELECOMMUNICATION -- 4.7%
Airtouch Communications* 56,850 1,549
AT&T 35,500 1,837
Bellsouth 6,800 405
MCI 82,100 1,693
US West 16,900 676
--------
6,160
--------
Total Common Stocks
(Cost $121,253) 127,129
--------
U.S. TREASURY OBLIGATIONS -- 6.9%
U.S. Treasury Bill
5.449%, 04/06/95 $9,174 9,165
--------
Total U.S. Treasury Obligations (Cost $9,167) 9,165
--------
U.S. GOVERNMENT AGENCY OBLIGATIONS -- 2.5%
FHLB Discount Notes
6.100%, 04/03/95 2,000 1,998
6.050%, 04/05/95 200 200
FHLMC
5.920%, 04/10/95 100 100
5.910%, 04/13/95 189 189
FNMA
5.930%, 04/19/95 790 788
--------
Total U.S. Government Agency
Obligations
(Cost $3,275) 3,275
--------
Total Investments -- 105.7%
(Cost $133,693) 139,569
--------
</TABLE>
2
<PAGE>
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Market
Shares/Face Value
Description Amount (000) (000)
- -------------------------------------------------------------------------------
<S> <C> <C>
OTHER ASSETS AND LIABILITIES -- -5.7%
Other Assets and Liabilities, Net $ (7,612)
--------
NET ASSETS:
Portfolio shares of Class A (unlimited authorization --
no par value) based on 12,235,093 outstanding shares
of beneficial interest 125,724
Undistributed net investment income 402
Accumulated net realized loss on investments (45)
Net unrealized appreciation on investments 5,876
--------
Total Net Assets -- 100.0% $131,957
========
Net Asset Value, Offering and Redemption Price Per
Share -- Class A $ 10.79
========
</TABLE>
* Non-income producing security
FHLB Federal Home Loan Bank
FHLMC Federal Home Loan Mortgage Corporation
FNMA Federal National Mortgage Association
Cl Class
LTD Limited
SMALL CAP VALUE PORTFOLIO
<TABLE>
<S> <C> <C>
COMMON STOCKS -- 91.3%
AIRCRAFT -- 0.5%
Coltec Industries* 15,100 $ 260
-------
APPAREL/TEXTILES -- 6.8%
Cone Mills* 21,600 265
Congoleum, Cl A* 31,300 470
Conso Products* 21,000 294
Crown Crafts 25,200 428
Jones Apparel* 11,500 311
Lydall* 20,200 681
Oneita Industries* 18,700 227
Springs Industries 10,300 386
St. John Knits 4,800 175
-------
3,237
-------
AUTOMOTIVE -- 0.2%
Stant 7,600 105
-------
</TABLE>
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Market
Description Shares Value (000)
- --------------------------------------------------------------------------------
<S> <C> <C>
BANKS -- 8.2%
Albank Financial 15,500 $ 388
Amfed Financial 23,900 555
BankAtlantic Bancorp 17,000 264
Banknorth Group 18,100 425
DS Bancor* 6,930 168
First Federal Bancshares* 19,000 221
Green Point Financial 18,500 428
Long Island Bancorp* 22,400 392
Mercantile Bankshares 17,800 394
MLF Bancorp* 18,900 302
Southern National 19,207 382
-------
3,919
-------
CHEMICALS -- 2.4%
Bush Boake Allen* 14,700 397
IMC Global 12,100 591
Vigoro 4,600 170
-------
1,158
-------
COMMUNICATIONS EQUIPMENT -- 1.7%
Harmon Industries* 15,100 211
Plantronics* 21,400 592
-------
803
-------
COMPUTERS & SERVICES -- 0.9%
Franklin Electric Publishing* 15,400 433
-------
CONSUMER PRODUCTS -- 4.4%
Maxwell Shoe* 13,100 134
National-Standard* 27,400 308
Nine West* 14,900 440
Nu-Kote Holding, Cl A* 32,100 746
Velcro Industries 7,300 433
-------
2,061
-------
CONTAINERS & PACKAGING -- 2.3%
Sealright 14,800 281
US Can* 39,000 829
-------
1,110
-------
ENTERTAINMENT -- 2.4%
Casino America* 18,600 233
Dick Clark Productions* 27,000 243
Harvey's Casinos 6,000 111
King World Productions* 10,800 425
Spelling Entertainment 12,600 129
-------
1,141
-------
</TABLE>
3
<PAGE>
STATEMENT OF NET ASSETS
- --------------------------------------------------------------------------------
SEI Institutional Managed Trust -- March 31, 1995 (Unaudited)
SMALL CAP VALUE PORTFOLIO
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Market
Description Shares Value (000)
- -----------------------------------------------------
<S> <C> <C>
FINANCIAL SERVICES -- 0.7%
Baldwin & Lyons, Cl B 20,100 $ 327
-------
FOOD, BEVERAGE & TOBACCO -- 1.2%
WLR Foods 20,800 562
-------
GLASS PRODUCTS -- 0.8%
Libbey 20,800 387
-------
HOUSEHOLD PRODUCTS -- 1.0%
Cherry, Cl A* 28,800 461
-------
INSURANCE -- 11.0%
First Colony 21,200 480
Harleysville Group 21,500 524
Home State Holdings* 28,800 396
Horace Mann Educators 18,500 409
Life Partners 8,600 169
National RE Holding 11,600 339
Partnerre Holdings 20,400 434
Paul Revere 21,400 348
Penncorp Financial 27,900 492
Phoenix RE 6,000 145
Security Capital* 4,500 214
State Auto Financial 23,400 392
TIG Holdings 33,300 746
W.R. Berkley 4,550 167
-------
5,255
-------
MACHINERY -- 9.6%
Alamo Group 23,900 412
BW/IP Holding, Cl A 38,600 637
Chase Brass* 20,300 211
CMI, Cl A* 74,400 493
DT Industries 29,500 354
Exide Electronics* 26,500 417
Holophane* 21,300 389
Kulicke & Soffa* 12,800 350
NN Ball & Roller 14,300 215
Pentair 17,700 747
SPX 24,800 360
-------
4,585
-------
MARINE TRANSPORTATION -- 1.7%
Royal Caribbean Cruises LTD 30,400 794
-------
MEASURING DEVICES -- 2.8%
Mark IV Industries 21,400 439
Oak Industries* 29,000 746
Veeco Instruments* 11,900 167
-------
1,352
-------
</TABLE>
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Market
Description Shares Value (000)
- ---------------------------------------------------
<S> <C> <C>
MEDICAL PRODUCTS & SERVICES -- 1.4%
Gelman Sciences* 14,400 $ 247
Sterile Concepts 31,400 412
-------
659
-------
MISCELLANEOUS BUSINESS SERVICES -- 2.9%
Computer Horizons* 18,000 320
GBC Technologies* 31,900 215
Intersolv* 21,500 344
Opti* 30,400 490
-------
1,369
-------
MISCELLANEOUS MANUFACTURING -- 3.0%
Belden 5,400 119
Cable Design Technologies* 32,600 489
Mikohn Gaming* 20,900 178
Wolverine Tube* 25,600 639
-------
1,425
-------
OFFICE FURNITURE & FIXTURES -- 0.6%
Daisytek* 13,100 283
-------
PAPER & PAPER PRODUCTS -- 1.6%
Caraustar 27,600 469
Chesapeake 8,500 272
-------
741
-------
PETROLEUM & FUEL PRODUCTS -- 0.9%
Petroleum Geo-Services ADR* 18,700 416
-------
RETAIL -- 10.9%
American Eagle Outfitters* 19,700 347
Bradlees 19,400 216
Catherine's Stores* 50,100 438
Consolidated Products* 45,960 540
Consolidated Stores* 22,000 443
Daka International* 26,400 495
Fingerhut 11,650 138
Fred's 30,600 298
J Baker & Co 22,200 339
Little Switzerland* 30,600 153
Mueller Industries* 7,000 234
Shoney's* 17,700 190
The Bombay Company* 23,000 210
Value City Department Stores* 27,800 226
Vons Companies* 24,500 475
Waban* 22,900 452
-------
5,194
-------
</TABLE>
4
<PAGE>
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Market
Shares/Face Value
Description Amount (000) (000)
- ---------------------------------------------------------------------------
<S> <C> <C>
RUBBER & PLASTIC -- 2.2%
Aptargroup 19,300 $ 553
West Company 20,200 515
-------
1,068
-------
SEMI-CONDUCTORS/INSTRUMENTS -- 2.5%
DH Technology* 29,700 616
Lattice Semiconductor* 5,200 128
Marshall* 17,800 463
-------
1,207
-------
SPORTING & ATHLETIC GOODS -- 0.6%
First Team Sports* 12,450 282
-------
STEEL & STEEL WORKS -- 1.8%
Precision Castparts 13,900 363
Rouge Steel 20,400 500
-------
863
-------
TELEPHONES & TELECOMMUNICATION -- 0.9%
EIS International* 25,700 430
-------
TRUCKING -- 0.5%
Arkansas Best 20,100 214
-------
WATCHES CLOCKS & PARTS -- 0.6%
North American Watch 18,800 259
-------
WHOLESALE -- 2.3%
Fisher Scientific 15,700 467
Masland 9,800 126
TBC* 51,800 525
-------
1,118
-------
Total Common Stocks
(Cost $42,584) 43,478
-------
REPURCHASE AGREEMENT -- 18.1%
Lehman Brothers
6.20%, dated 03/31/95, matures 04/03/95, repurchase
price $8,642,000 (collateralized by FHLMC obligation,
par value $8,580,000, 8.50%, 02/15/95, market value
of collateral: $8,814,000) $ 8,638 $ 8,638
-------
Total Repurchase Agreement
(Cost $8,638) 8,638
-------
Total Investments -- 109.4%
(Cost $51,222) 52,116
-------
</TABLE>
The accompanying notes are an integral part of the financial statements.
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Market
Description Value (000)
- ------------------------------------------------------------------------------
<S> <C>
OTHER ASSETS AND LIABILITIES -- -9.4%
Other Assets and Liabilities, Net $(4,508)
-------
NET ASSETS:
Portfolio shares of Class A (unlimited authorization -- no par
value) based on 4,530,901 outstanding shares of beneficial
interest 46,736
Undistributed net investment income 58
Accumulated net realized loss on investments (80)
Net unrealized appreciation on investments 894
-------
Total Net Assets -- 100.0% $47,608
=======
Net Asset Value, Offering and Redemption Price Per Share -- Class
A $ 10.51
=======
</TABLE>
* Non-income producing securities
ADR American Depository Receipt
Cl Class
FHLMC Federal Home Loan Mortgage Corporation
5
<PAGE>
STATEMENT OF OPERATIONS (000)
- --------------------------------------------------------------------------------
SEI Institutional Managed Trust -- For the period ended March 31, 1995
(Unaudited)
<TABLE>
<CAPTION>
--------- ---------
LARGE CAP SMALL CAP
GROWTH VALUE
--------- ---------
<S> <C> <C>
INVESTMENT INCOME:
Dividends $ 377 $ 55
Interest 207 82
------ ----
Total investment income 584 137
------ ----
EXPENSES:
Management fees 72 25
Less management fees waived -- --
Contribution from Manager -- --
Investment advisory fees 82 47
Less investment advisory fees waived -- (1)
Custodian/wire agent fees 4 1
Professional fees 4 2
Registration & filing fees 1 1
Printing expense 5 1
Trustee fees -- --
Insurance expense -- --
Pricing fees 1 --
Distribution fees 4 1
Amortization of deferred
organization costs 1 1
------ ----
Total expenses 174 78
------ ----
NET INVESTMENT INCOME 410 59
------ ----
NET REALIZED AND UNREALIZED GAIN ON INVESTMENTS
Net realized gain (loss) from securities sold (45) (81)
Net change in unrealized appreciation on investments 5,876 894
------ ----
NET INCREASE IN NET ASSETS FROM OPERATIONS $6,241 $872
====== ====
</TABLE>
The accompanying notes are an integral part of the financial statements.
6
<PAGE>
STATEMENT OF CHANGES IN NET ASSETS (000)
- --------------------------------------------------------------------------------
SEI Institutional Managed Trust -- (Unaudited)
<TABLE>
<CAPTION>
--------- ---------
LARGE CAP SMALL CAP
GROWTH VALUE
--------- ---------
12/20/94- 12/20/94-
3/31/95 3/31/95
--------- ---------
<S> <C> <C>
OPERATIONS:
Net investment income (loss) $ 410 $ 59
Net realized gain (loss) from security transactions (45) (81)
Net realized appreciation (depreciation) on investments 5,876 894
-------- -------
Net increase (decrease) in net assets resulting from
operations 6,241 872
-------- -------
DIVIDENDS DISTRIBUTED FROM:
Net investment income:
Class A (8) --
-------- -------
Total dividends distributed (8) --
-------- -------
CAPITAL SHARE TRANSACTIONS:
Class A:
Proceeds from shares issued 130,165 50,289
Shares issued in lieu of cash distributions 8 --
Cost of shares repurchased (4,449) (3,553)
-------- -------
Increase (decrease) in net assets derived from
Class A transactions 125,724 46,736
-------- -------
Net increase (decrease) in net assets 131,957 47,608
-------- -------
NET ASSETS:
Beginning of period -- --
-------- -------
End of period $131,957 $47,608
======== =======
CAPITAL SHARE TRANSACTIONS:
Class A:
Shares issued 12,659 4,873
Shares issued in lieu of cash distributions 1 --
Shares repurchased (425) (342)
-------- -------
Total Class A transactions 12,235 4,531
======== =======
</TABLE>
The accompanying notes are an integral part of the financial statements.
7
<PAGE>
FINANCIAL HIGHLIGHTS
- --------------------------------------------------------------------------------
SEI Institutional Managed Trust -- For a share outstanding throughout the
period (Unaudited)
<TABLE>
<CAPTION>
Distributions
Net Asset Net Net Realized and Dividends from Ratio of
Value Investment Unrealized from Net Realized Net Asset Net Assets Expenses
Beginning Income Gain (Losses) Investment Capital Value End Total End of to Average
of Period (Loss) on Securities Income Gains of Period Return Period (000) Net Assets
- ---------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
--------------------------
LARGE CAP GROWTH PORTFOLIO
--------------------------
1995**(1) $10.00 $0.05 $0.76 $(0.02) $-- $10.79 32.43% $131,957 0.85%
-------------------------
SMALL CAP VALUE PORTFOLIO
-------------------------
1995**(2) $10.00 $0.01 $0.50 $ -- $-- $10.51 19.69% $ 47,608 1.10%
<CAPTION>
Ratio of Net
Ratio of Net Ratio of Investment
Investment Expenses Income (Loss)
Income to Average to Average
(Loss) Net Assets Net Assets Portfolio
to Average (Excluding (Excluding Turnover
Net Assets Waivers) Waivers) Rate
- ---------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
--------------------------
LARGE CAP GROWTH PORTFOLIO
--------------------------
1995**(1) 1.98% 0.85% 1.98% 16%
-------------------------
SMALL CAP VALUE PORTFOLIO
-------------------------
1995**(2) 0.81% 1.11% 0.80% 3%
</TABLE>
1 Large Cap Growth shares were offered beginning December 20, 1994. All ratios
including total return for that period have been annualized.
2 Small Cap Value shares were offered beginning December 20, 1994. All ratios
including total return for that period have been annualized.
** For the period ended March 31, 1995.
The accompanying notes are an integral part of the financial statements.
8
<PAGE>
NOTES TO FINANCIAL STATEMENTS
- --------------------------------------------------------------------------------
SEI Institutional Managed Trust -- March 31, 1995 (Unaudited)
1. ORGANIZATION
SEI Institutional Managed Trust (the "Trust") is organized as a Massachusetts
business trust under a Declaration of Trust dated October 20, 1986.
2. SIGNIFICANT ACCOUNTING POLICIES
The Trust is registered under the Investment Company Act of 1940, as amended,
as an open-end investment company with twelve diversified Portfolios and one
non-diversified portfolio (the "Portfolios"): Large Cap Value, Large Cap
Growth, Small Cap Value, Small Cap Growth, Mid-Cap Growth, Capital Apprecia-
tion, Equity Income, Balanced, Capital Growth, Core Fixed Income, Bond, and
High Yield Bond. The Real Estate Securities Portfolio had not commenced opera-
tions as of March 31, 1995. The Trust is registered to offer Class A, Class B
and Class D shares of the Large Cap Value, Large Cap Growth, Small Cap Value,
Small Cap Growth, Mid-Cap Growth, Capital Appreciation, Equity Income, Bal-
anced, Core Fixed Income, Bond, and High Yield Bond Portfolios. The following
is a summary of the significant accounting policies followed by the Trust.
Security Valuation--Investments in equity securities which are traded on a
national securities exchange (or reported on NASDAQ national market system) are
stated at the last quoted sales price if readily available for such equity se-
curities on each business day; other equity securities traded in the over-the-
counter market and listed equity securities for which no sale was reported on
that date are stated at the last quoted bid price. Debt obligations with re-
maining maturities in excess of sixty days are valued at the most recently
quoted bid price. Debt obligations with remaining maturities of sixty days or
less are valued at their amortized cost.
Federal Income Taxes--It is each Portfolio's intention to qualify as a regu-
lated investment company for Federal income tax purposes and distribute all of
its taxable income (including net capital gains). Accordingly, no provision for
Federal income taxes is required.
Net Asset Value Per Share--Net asset value per share is calculated on a daily
basis by dividing the assets of each Portfolio less its liabilities by the num-
ber of outstanding shares of the Portfolio.
Repurchase Agreements--Securities pledged as collateral for repurchase agree-
ments are held by each Portfolio's custodian bank until maturity of the Repur-
chase Agreement. Provisions of the Agreement and procedures adopted by the Man-
ager and the Advisers of the Trust ensure that the market value of the collat-
eral, including accrued interest thereon, is sufficient in the event of default
by the counterparty. The Portfolios also invest in tri-party repurchase agree-
ments. Securities held as collateral for tri-party repurchase agreements are
maintained by the broker's custodian bank in a segregated account until matu-
rity of the repurchase agreement. Provisions of the agreements ensure that the
market value of the collateral, including accrued interest thereon, is suffi-
cient in the event of default. If the counterparty defaults and the value of
the collateral declines or if the counterparty enters into an insolvency pro-
ceeding, realization of the collateral by the Portfolios may be delayed or lim-
ited.
Discount and Premium Amortization--All amortization is calculated using the
effective interest method over the holding period of the security. Amortization
of premiums and discounts is included in interest income.
Classes--Class-specific expenses are borne by that class of shares. Income,
expenses, and realized and unrealized gains/losses are allocated to the respec-
tive classes on the basis of relative daily net assets.
Distributions--Distributions from net investment income are paid to Share-
holders monthly for the Large Cap Value, Capital Appreciation, Equity Income,
Balanced, Capital Growth, Core Fixed Income, Bond, and High Yield Bond Portfo-
lios and quarterly for the Large Cap Growth, Small Cap Value, Small Cap Growth,
and Mid-Cap Growth Portfolios. Any net realized capital gains on the sales of
securities by a Portfolio are distributed annually to the Shareholders of that
Portfolio.
Futures Contracts--The Core Fixed Income Portfolio utilized U.S. Long Bond
futures contracts to a limited extent during the period ended March 31, 1995.
Initial margin deposits of cash or securities
9
<PAGE>
NOTES TO FINANCIAL STATEMENTS (Continued)
- --------------------------------------------------------------------------------
SEI Institutional Managed Trust -- March 31, 1995 (Unaudited)
are made upon entering into futures contracts. The contracts are marked to mar-
ket daily and the resulting changes in value are accounted for as unrealized
gains and losses. Variation margin payments are paid or received, depending
upon whether unrealized losses or gains are incurred. When the contract is
closed, the Portfolio records a realized gain or loss equal to the difference
between the proceeds from (or cost of) the closing transaction and the amount
invested in the contract.
Risks related to futures contracts include the possibility that there may not
be a liquid market for the contracts, that changes in the values of the con-
tract may not directly correlate with changes in the values of the underlying
securities, and that the counterparty to a contract may default on its obliga-
tion to perform.
Structured Notes and Indexed Notes--The Core Fixed Income Portfolio may in-
vest in structured notes and indexed notes whose values are linked either di-
rectly or inversely to changes in foreign currency exchange rates, interest
rates, indexes, or other reference instruments. The values of these instruments
may be more volatile than the rates, indexes or instruments to which they re-
fer, but any loss is limited to the amount of the original investment.
Other--Security transactions are recorded on the trade date of the security
purchase or sale. Cost used in determining net realized capital gains and
losses on the sale of securities are those of the specific securities sold.
Dividend income is recognized on the ex-dividend date, and interest income is
recognized on the accrual basis.
3. MANAGEMENT, INVESTMENT ADVISORY, SUB-ADVISORY, AND DISTRIBUTION AGREEMENTS
The Trust and SEI Financial Management Corporation (the "Manager"), a wholly-
owned subsidiary of SEI Corporation, are parties to a management agreement (the
"Agreement") dated January 22, 1987. Under this agreement, the Manager provides
management, administrative, and shareholder servicing for an annual fee of .35%
of the average daily net assets of the Large Cap Value, Large Cap Growth, Small
Cap Value and High Yield Bond Portfolios; .50% of the average daily net assets
of the Small Cap Growth, Mid-Cap Growth, Capital Appreciation, Equity Income,
Balanced, and Capital Growth Portfolios; and .43% of the average daily net as-
sets of the Core Fixed Income and Bond Portfolios. The Manager has agreed to
waive its fee so that the total annual expenses of each portfolio will not ex-
ceed the lower of the maximum limitations established by certain states or vol-
untary expense limitations adopted by the Manager. In the event that the total
annual expenses of a Portfolio, after reflecting a waiver of all fees by the
Manager, exceed the specific limitation, the Manager has agreed to bear such
excess.
As of December 16, 1994, SEI Financial Management ("SFM") serves as the in-
vestment advisor to the Large Cap Value, Large Cap Growth, Small Cap Value, and
High Yield Bond Portfolios pursuant to an investment advisory agreement with
the Trust. For its services, SFM receives a fee of .35% of the average daily
net assets of the Large Cap Value Portfolio, .40% of the average daily net as-
sets of the Large Cap Growth Portfolio, .65% of the average daily net assets of
the Small Cap Value Portfolio, and .4875% of the average daily net assets of
the High Yield Bond Portfolio. For the period ended March 31, 1995, SFM re-
ceived $155,000, $82,000, $47,000, and $6,000 as compensation for its services
as investment adviser to the Large Cap Value, Large Cap Growth, Small Cap Val-
ue, and High Yield Bond Portfolios, respectively.
Mellon Equity Associates ("Mellon") serves as an investment sub-advisor to a
portion of the assets of the Large Cap Value Portfolio, and is party to an in-
vestment sub-advisory agreement with the Trust dated December 16, 1994. Under
the investment sub-advisory agreement with the Trust and SFM, Mellon receives
an annual fee of .20% of the average monthly market value of investments under
its management. Prior to December 16, 1994 Mellon served as the investment ad-
viser of the Large Cap Value Portfolio, and was party to an investment advisory
agreement with the Trust dated October 3, 1994. Under the investment advisory
agreement, Mellon was paid a fee at the annual rate of .20% of
10
<PAGE>
- --------------------------------------------------------------------------------
the average daily net assets of the Portfolio. Prior to October 3, 1994 Duff &
Phelps Investment Management Company ("Duff & Phelps") served as the investment
advisor to the Large Cap Value Portfolio, and was party to an investment advi-
sory agreement with the Trust dated October 22, 1992. Under the investment ad-
visory agreement, Duff & Phelps was paid a fee at the annual rate of .20% of
the average daily net assets of the Portfolio. For the period ended March 31,
1995, Duff & Phelps and Mellon received $2,000 and $37,000, respectively as
compensation for their services as investment adviser to the Portfolio.
Merus Capital Management ("Merus") serves as an investment sub-adviser to a
portion of the assets of the Large Cap Value Portfolio, and is party to an in-
vestment sub-advisory agreement with the Trust and SFM dated December 16, 1994.
Under the investment sub-advisory agreement, Merus receives an annual fee of
.20% of the average monthly market value of investments under its management.
American Express Financial Corporation, formerly known as IDS Advisory Group
Inc., serves as an investment sub-adviser to a portion of the assets of the
Large Cap Growth Portfolio and is party to an investment sub-advisory agreement
with the Trust and SFM dated December 16, 1994. Under the investment sub-advi-
sory agreement, American Express Financial Corporation is entitled to an annual
fee of the greater of $125,000 or a fee paid monthly by SFM at an annual rate
of .25% of the average monthly market value of investments under its manage-
ment.
Alliance Capital Management L.P. ("Alliance") serves as an investment sub-ad-
viser to a portion of the assets of the Large Cap Growth Portfolio and is party
to an investment sub-advisory agreement with the Trust dated December 16, 1994.
Under the investment sub-advisory agreement, Alliance is entitled to the
greater of $125,000 or a fee paid monthly by SFM at an annual rate of .25% of
the average monthly market value of investments under its management.
1838 Investment Advisors, L.P. ("1838") serves as an investment sub-adviser
for the Small Cap Value Portfolio and is party to an investment sub-advisory
agreement with the Trust dated December 16, 1994. Under the investment sub-ad-
visory agreement, 1838 receives an annual fee of .50% of the average monthly
market value of investments under its management.
Investment Advisers, Inc., Nicholas-Applegate Capital Management, and Pilgrim
Baxter & Associates, the advisers of the Small Cap Growth Portfolio, are par-
ties to investment advisory agreements with the Trust dated July 1, 1993. Under
the agreements, the Advisers receive an annual fee of .50% of the average daily
net assets of the portion of the Portfolio that they advise. For the period
ended March 31, 1995, Investment Advisers, Inc. Nicholas-Applegate Capital Man-
agement, and Pilgrim Baxter & Associates, received $232,020, $230,240 and
$237,614, respectively in connection with the aforementioned agreements.
Nicholas-Applegate Capital Management, the Adviser of the Mid-Cap Growth
Portfolio, is a party to an investment advisory agreement with the Trust dated
November 16, 1992. Under the investment advisory agreement, Nicholas-Applegate
Capital Management receives an annual fee of .45% of the first $100,000,000 of
the Portfolio's average daily net assets and .40% of the average daily net as-
sets in excess of $100,000,000.
SunBank Capital Management, N.A., the adviser of the Capital Appreciation,
Capital Growth, and Balanced Portfolios, is a party to investment advisory
agreements with the Trust dated September 9, 1987 for the Capital Appreciation
and Capital Growth Portfolios, and September 6, 1992, for the Balanced Portfo-
lio. Under the investment advisory agreements, SunBank Capital Management, N.A.
receives an annual fee of .25% of the average daily net assets of the Capital
Appreciation and Balanced Portfolios. SunBank is not paid a fee by the Trust
for the investment advisory services connected with the Capital Growth Portfo-
lio.
Merus Capital Management ("Merus"), serves as investment advisor for the Eq-
uity Income Portfolio, and is party to an investment advisory agreement with
the Trust dated September 24, 1987. Under the investment advisory agreement,
Merus receives an annual fee of .25% of the average daily
11
<PAGE>
NOTES TO FINANCIAL STATEMENTS (Continued)
- --------------------------------------------------------------------------------
SEI Institutional Managed Trust -- March 31, 1995 (Unaudited)
net assets of the Equity Income Portfolio. The Manager and Merus have agreed to
waive their fees proportionately so that the total annual expenses of the Port-
folio will not exceed the lower of the maximum limitations established by cer-
tain states or voluntary expense limitations adopted by the Manager
Western Asset Management, the adviser of the Core Fixed Income Portfolio, and
Boatmen's Trust Company, the adviser of the Bond Portfolio, are parties to an
investment advisory agreements dated January 19, 1994 and December 29, 1988,
respectively. Under the investment advisory agreements, each adviser receives
an annual fee of .125% of the average daily net assets of the Portfolio.
CS First Boston Investment Management Corporation ("CS First Boston") serves
as investment sub-adviser to the High Yield Bond Portfolio and is party to an
investment sub-advisory agreement with the Trust dated December 16, 1994. Under
the sub-advisory agreement, CS First Boston is entitled to a fee--paid monthly
by SFM--of .3375% of the average monthly market value of investments under its
management.
SEI Financial Services Company (the "Distributor"), a wholly-owned subsidiary
of SEI Corporation and a registered broker-dealer, acts as the distributor of
the shares of the Trust under a distribution plan which provides for the Trust
to reimburse the Distributor for distribution expenses. Such expenses may not
exceed .30% of the average daily net assets of the Trust's Class A shares. Dis-
tribution expenses include, among other items, the compensation and benefits of
sales personnel incurred by the Distributor in connection with the promotion
and sale of shares. Distribution expenses are allocated among the Portfolios,
on the basis of their relative average daily net assets. In addition, Portfo-
lios with Class B shares and Class D shares, have separate distribution plans
that provide for additional payments to the Distributor of .30% of each of the
Class B and Class D shares' average daily net assets.
The Distribution Agreement between the Distributor and the Trust provides
that the Distributor may receive compensation on portfolio transactions ef-
fected for the Trust in accordance with the rules of the Securities and Ex-
change Commission ("SEC"). Accordingly, it is expected that portfolio transac-
tions may result in brokerage commissions being paid to the Distributor. The
SEC rules require that such commissions not exceed usual and customary broker-
age commissions.
4. ORGANIZATIONAL COSTS AND TRANSACTIONS WITH AFFILIATES
Organizational costs have been capitalized by the Fund and are being amortized
over sixty months commencing with operations. In the event any of the initial
shares are redeemed by any holder thereof during the period that the fund is
amortizing its organizational costs, the redemption proceeds payable to the
holder thereof by the Fund will be reduced by the unamortized organizational
costs in the same ratio as the number of initial shares being redeemed bears to
the number of initial shares outstanding at the time of the redemption.
Certain officers and/or trustees of the Trust are also officers of the Manag-
er. The Trust pays each unaffiliated Trustee an annual fee for attendance of
quarterly, interim, and committee meetings. Compensation of officers and affil-
iated Trustees of the Trust is paid by the Manager.
Each of the Portfolios also used the Distributor as an agent in placing re-
purchase agreements. For this service the Distributor retains a portion of the
benefit as a commission. Such commissions for repurchase agreements placed dur-
ing the period ended March 31, 1995, were nominal in the aggregate.
12
<PAGE>
- --------------------------------------------------------------------------------
5. INVESTMENT TRANSACTIONS
The cost of security purchases and the proceeds from the sale of securities in-
cluding U.S. Government securities, other than temporary cash investments dur-
ing the period ended March 31, 1995, were as follows:
<TABLE>
<CAPTION>
PURCHASES SALES
(000) (000)
--------- --------
<S> <C> <C>
Large Cap Value $167,302 $134,750
Large Cap Growth 133,851 12,555
Small Cap Value 43,599 26,755
Small Cap Growth 134,011 169,567
Mid-Cap Growth 24,617 91,943
Capital Appreciation 292,300 557,714
Equity Income 86,829 229,033
Balanced 42,930 36,472
Capital Growth 25,461 47,074
Core Fixed Income 610,181 491,454
Bond 37,497 110,600
High Yield Bond 6,700 206
</TABLE>
On March 31, 1995, the total cost of securities and the net realized gains or
losses on securities sold for Federal income tax purposes was not materially
different from amounts reported for financial reporting purposes. The aggregate
gross unrealized appreciation and depreciation on securities at March 31, 1995,
for each portfolio is as follows:
<TABLE>
<CAPTION>
NET
UNREALIZED
APPRECIATED DEPRECIATED APPRECIATION/
SECURITIES SECURITIES (DEPRECIATION)
(000) (000) (000)
----------- ----------- --------------
<S> <C> <C> <C>
Large Cap Value $12,830 $1,642 $11,188
Large Cap Growth 7,245 1,369 5,876
Small Cap Value 2,084 1,190 894
Small Cap Growth 64,142 5,711 58,431
Mid-Cap Growth 6,932 280 6,652
Capital Appreciation 38,615 22,437 16,178
Equity Income 24,005 4,998 19,007
Balanced 3,872 1,922 1,950
Capital Growth 12,909 5,234 7,675
Core Fixed Income 4,937 5,454 (517)
Bond 905 34 871
High Yield Bond 145 22 123
</TABLE>
The market values of the Intermediate Bond, Bond and High Yield Bond Portfo-
lios' investments will change in response to interest rate changes and other
factors. During periods of falling interest rates, the values of fixed income
securities generally rise. Conversely, during periods of rising interest rates,
the values of such securities generally decline. Changes by recognized rating
agencies in the ratings of any fixed income security and in the ability of an
issuer to make payments of interest and principal may also affect the value of
these investments.
At March 31, 1995 the following Portfolios had available realized capital
losses to offset future net capital gains through fiscal year ended 2003.
<TABLE>
<CAPTION>
(000)
-------
<S> <C>
Large Cap Value $ 1,397
Mid-Cap Growth 7,349
Small Cap Growth 17,019
Core Fixed Income 11,191
</TABLE>
6. FUTURES CONTRACTS:
The Core Fixed Income Portfolio had the following bond futures contracts open
as of March 31, 1995:
<TABLE>
<CAPTION>
UNREALIZED
CONTRACT NUMBER OF SETTLEMENT GAIN/(LOSS)
DESCRIPTION CONTRACTS TRADE PRICE MONTH (000)
----------- --------- ----------- ---------- -----------
<S> <C> <C> <C> <C>
US 5 Year Note
(CBT) 373 $103.825067 June 1995 $(252)
US 10 Year Note
(CBT) 229 105.005595 June 1995 (253)
US Long Bond
(CBT) 136 105.000000 June 1995 78
US Long Bond
(CBT) 65 103.406250 June 1995 36
-----
$(391)
=====
</TABLE>
7. SHAREHOLDER VOTING RESULTS:
There was a special meeting of shareholders on March 10, 1995 for the share-
holders of the Large Cap Value Portfolio to approve the selections of LSV Asset
Management ("LSV") as one of three investment sub-advisers of the Portfolio and
approve the investment sub-advisory agreement between SEI Financial Management
Corporation and LSV.
<TABLE>
<CAPTION>
SHARES VOTED
------------
<S> <C>
For 8,080,158.607
Against 51,233.000
Abstain 69,831.000
</TABLE>
There were no broker non-votes submitted and no other proposals voted on at
such meeting.
13
<PAGE>
PART C. OTHER INFORMATION
POST-EFFECTIVE AMENDMENT NO. 22
Item 24. Financial Statements and Exhibits:
(a) Financial Statements:
1. Audited Financial Statements for the Core Fixed Income (formerly the
Intermediate Bond Portfolio), Bond, Large Cap Value, Small Cap Growth,
Mid-Cap Growth, Capital Appreciation, Equity Income and Balanced
Portfolios of the Registrant for the fiscal period ended September 30,
1994 are incorporated by reference to the Statement of Additional
Information, filed as part of Post-Effective Amendment No. 21 to the
Registrant's Registration Statement on Form N-1A (File Nos. 33-9504 and
811-4878) as filed with the SEC on November 29, 1994.
2. Unaudited Financial Statements for the Large Cap Growth and Small Cap
Value Portfolios of the Registrant for the period ended March 31, 1995
are included herein.
(b) Additional Exhibits:
(1) Declaration of Trust./1/
(2) By-Laws./1/
(3) Not Applicable.
(4) Not Applicable.
(5) (a) Management Agreement between the Trust and SEI Financial
Management Corporation./1/
(5) (b) Investment Advisory Agreement between the Trust and
SunBank, N.A. with respect to the Trust's Capital
Appreciation Portfolio./3/
(5) (c) Investment Advisory Agreement between the Trust and The
Bank of California with respect to the Trust's Equity
Income Portfolio./3/
(5) (d) Investment Advisory Agreement between the Trust and Merus
Capital Management, Inc. with respect to the Trust's
Equity Income Portfolio./3/
(5) (e) Investment Advisory Agreement between the Trust and
Boatmen's Trust Company with respect to the Trust's Bond
Portfolio./4/
(5) (f) Investment Advisory Agreement between the Trust and Bank
One, Indianapolis, N.A. with respect to the Trust's
Limited Volatility Bond Portfolio./5/
(5) (g) Schedule C to Management Agreement between the Trust and
SEI Financial Management Corporation adding the Mid-Cap
Growth Portfolio./6/
(5) (h) Investment Advisory Agreement between the Trust and
Nicholas-Applegate Capital Management with respect to the
Trust's Mid-Cap Growth Portfolio./6/
(5) (i) Form of Investment Advisory Agreement between the Trust
and Investment Advisers, Inc. with respect to the Trust's
Small Cap Growth Portfolio./9/
(5) (j) Form of Investment Advisory Agreement between the Trust
and Nicholas Applegate Capital Management with respect to
the Trust's Small Cap Growth Portfolio./9/
(5) (k) Form of Investment Advisory Agreement between the Trust
and Pilgrim Baxter Greig & Associates with respect to the
Trust's Small Cap Growth Portfolio./9/
(5) (l) Investment Advisory Agreement between the Trust and Duff
& Phelps Investment Management Co. with respect to the
Trust's Value Portfolio./10/
(5) (m) Schedule D to Management Agreement between the Trust and
SEI Financial Management Corporation adding the Real
Estate Securities Portfolio./10/
(5) (n) Form of Investment Advisory Agreement between the Trust
and E.I.I. Realty Securities, Inc. with respect to the
Trust's Real Estate Securities Portfolio./10/
(5) (o) Investment Advisory Agreement between the Trust and
Western Asset Management with respect to the Trust's
Intermediate Bond Portfolio./15/
<PAGE>
(5) (p) Investment Advisory Agreement between the Trust and Mellon
Equity Associates with respect to the Trust's Large Cap Value
Portfolio./15/
(6) Distribution Agreement between the Trust and SEI Financial
Services Company./1/
(7) Not Applicable.
(8) (a) Custodian Agreement between the Trust and CoreStates Bank,
N.A. (formerly Philadelphia National Bank)./2/
(8) (b) Custodian Agreement between the Trust and United States
National Bank of Oregon./2/
(9) Not Applicable.
(10) Opinion and Consent of Counsel./2/
(11) Consent of Independent Public Accountants.*
(12) Not Applicable.
(13) Not Applicable.
(14) Not Applicable.
(15) (a) Distribution Plan pursuant to Rule 12b-1 (Class A)./1/
(15) (b) Distribution Plan pursuant to Rule 12b-1 (Class B)./10/
(15) (c) Form of Distribution Plan pursuant to Rule 12b-1 (ProVantage
Class)./12/
(15) (d) Rule 18F-3 Multiple Class Plan.*
(16) Performance Quotation Computation./13/
(17) Powers of Attorney./14/
- -------------------------------------------------------
* Filed herewith.
/1/ Incorporated by reference to Registrant's Registration Statement on
Form N-1A (File No. 33-9504) filed with the SEC on October 17, 1986.
/2/ Incorporated by reference to Pre-Effective Amendment No. 1 to
Registrant's Registration Statement on Form N-1A (File No. 33-9504)
filed with the SEC on January 29, 1987.
/3/ Incorporated by reference to Post-Effective Amendment No. 4 to
Registrant's Registration Statement on Form N-1A (File No. 33-9504)
filed with the SEC on November 25, 1987.
/4/ Incorporated by reference to Post-Effective Amendment No. 5 to
Registrant's Registration Statement on Form N-1A (File No. 33-9504)
filed with the SEC on November 30, 1988.
/5/ Incorporated by reference to Post-Effective Amendment No. 6 to
Registrant's Registration Statement on Form N-1A (File No. 33-9504)
filed with the SEC on May 4, 1989.
/6/ Incorporated by reference to Post-Effective Amendment No. 12 to
Registrant's Registration Statement on Form N-1A (File No. 33-9504)
filed with the SEC on September 15, 1992.
/7/ Incorporated by reference to Post-Effective Amendment No. 13 to
Registrant's Registration Statement on Form N-1A (File No. 33-9504)
filed with the SEC on October 30, 1992.
/8/ Incorporated by reference to Post-Effective Amendment No. 14 to
Registrant's Registration Statement on Form N-1A (File No. 33-9504)
filed with the SEC on December 1, 1992.
/9/ Incorporated by reference to Post-Effective Amendment No. 15 to
Registrant's Registration Statement on Form N-1A (File No. 33-9504)
filed with the SEC on March 4, 1993.
/10/ Incorporated by reference to Post-Effective Amendment No. 17 to
Registrant's Registration Statement on Form N-1A (File No. 33-9504)
filed with the SEC on June 21, 1993.
/11/ Incorporated by reference to Post-Effective Amendment No. 18 to
Registrant's Registration Statement on Form N-1A (File No. 33-9504)
filed with the SEC on August 31, 1993.
/12/ Incorporated by reference to Post-Effective Amendment No. 19 to
Registrant's Registration Statement on Form N-1A (File No. 33-9504)
filed with the SEC on December 2, 1993.
/13/ Incorporated by reference to Post-Effective Amendment No. 19 to
Registrant's Registration Statement on Form N-1A (File No. 33-9504)
filed with the SEC on December 2, 1993.
/14/ Incorporated by reference to Post-Effective Amendment No. 20 to
Registrant's Registration Statement on Form N-1A (File No. 33-9504)
filed with the SEC on October 7, 1994.
/15/ Incorporated by reference to Post-Effective Amendment No. 21 to
Registrant's Registration Statement on Form N-1A (File No. 33-9504)
filed with the SEC on November 29, 1994.
Item 25. Persons Controlled by or under Common Control with Registrant:
None.
<PAGE>
Item 26. Number of Holders of Securities:
As of June 2, 1995
<TABLE>
<CAPTION>
NUMBER OF
RECORD
TITLE OF CLASS HOLDERS
-------------- ---------
<S> <C>
Shares of beneficial interest, without par value-
Large Cap Value Portfolio
Class A......................................................................................................149
Class D........................................................................................................0
Balanced Portfolio
Class A.......................................................................................................48
Class D........................................................................................................0
Capital Appreciation Portfolio
Class A......................................................................................................219
Class D.......................................................................................................95
Equity Income Portfolio
Class A......................................................................................................175
ProVantage Funds.............................................................................................121
Core Fixed Income Portfolio
Class A......................................................................................................160
Class D.......................................................................................................12
Bond Portfolio
Class A......................................................................................................110
Class D.......................................................................................................38
Small Cap Growth Portfolio
Class A......................................................................................................179
Class D.......................................................................................................24
Mid-Cap Growth Portfolio
Class A.......................................................................................................92
Class D........................................................................................................8
Capital Growth Portfolio...........................................................................................17
Real Estate Securities Portfolio....................................................................................0
Large Cap Growth Portfolio
Class A.......................................................................................................71
Small Cap Value Portfolio
Class A.......................................................................................................74
</TABLE>
Item 27. Indemnification:
Article VIII of the Agreement and Declaration of Trust filed as Exhibit 1 to the
Registration Statement is incorporated by reference. Insofar as indemnification
for liabilities arising under the Securities Act of 1933 may be permitted to
trustees, directors, officers and controlling persons of the Registrant by the
Registrant pursuant to the Declaration of Trust or otherwise, the Registrant is
aware that in the opinion of the Securities and Exchange Commission, such
indemnification is against public policy as expressed in the Act and, therefore,
is unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the Registrant of expenses incurred or
paid by trustees, directors, officers or controlling persons of the Registrant
in connection with the successful defense of any act, suite or proceeding) is
asserted by such trustees, directors, officers or controlling persons in
connection with the shares being registered, the Registrant will, unless in the
opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issues.
3
<PAGE>
Item 28. Business and Other Connections of Investment Adviser:
Other business, profession, vocation, or employment of a substantial nature
in which each director or principal officer of each Investment Adviser is or has
been, at any time during the last two fiscal years, engaged for his own account
or in the capacity of director, officer, employee, partner or trustee are as
follows:
<TABLE>
<CAPTION>
NAME AND POSITION CONNECTION WITH
WITH INVESTMENT ADVISER NAME OF OTHER COMPANY OTHER COMPANY
----------------------- --------------------- ----------------
<S> <C> <C>
Boatmen's Trust Company Southwestern Bell Corp. Director
Clarence C. Barksdale
Director of Adviser
Washington University Vice Chairman
John F. Biggs, Jr. Brown Group, Inc. Senior Vice President
Director of Adviser
Gerald D. Blatherwick Southwestern Bell Corporation Vice Chairman
Director of Adviser
Telmex Director
Stephen F. Brauer Hunter Engineering Company President
Director of Adviser
Mary Leyhe Burke, Ph.D. Whitfield School Head of School
George K. Conant Tri-Star Supply, Inc. Consultant
Director of Adviser
Blue Cross/Blue Shield of Missouri Director
Andrew B. Craig III Boatmen's Bancshares, Inc. Chairman and Chief Executive
Director of Adviser Officer
The Boatmen's National Bank of St. Louis Director
The Boatmen's Bank of Delaware Chairman
Petrolite Corp. Director
Anheuser-Busch Company, Inc. Director
Wm. S. Barnickel & Co. Director
Donald Danforth, Jr. Danforth Agri-Resources, Inc. President
Director of Adviser
Kennelwood Village, Inc. President
Vector Corp. Chairman
Ralston Purina Co. Chairman
Martin E. Gait, III -- --
President of Adviser
</TABLE>
4
<PAGE>
<TABLE>
<CAPTION>
NAME AND POSITION CONNECTION WITH
WITH INVESTMENT ADVISER NAME OF OTHER COMPANY OTHER COMPANY
----------------------- --------------------- ----------------
<S> <C> <C>
A. William Hager Hager Hinge Company Chairman
Director of Adviser
Laclede Steel Co. Director
Muny Opera Director
Samuel E. Hayes, III Boatmen's National Bank of St. Louis Chairman, President & C.F.O.
Boatmen's Bancshares, Inc. President
Edwin S. Jones
Director of Adviser -- --
Robert E. Kresko Rekko Management Co. President
Director of Adviser
Cupplos Manufacturing Co. Director
Nooney R.E.I.T. Director
Stanley L. Lopata Lopata Research and Development Corp. President
Director of Adviser
Jones Medical Industries Director
John Peters MacCarthy Boatmen's Bancshares, Inc. Vice Chairman and Director
Director of Adviser
Boatmen's Trust Chairman and Chief Executive
Company Officer
Union Electric Company Director
James S. McDonnell, III McDonnell-Douglas Corp. Director
Director of Adviser
Automobile Club of Missouri Director
John B. McKinney Laclede Steel Company President, Chief Executive Officer
Director of Adviser and Director
Automobile Club of Missouri Director
Webster University Director
Whitfield School Director
St. Louis University Advisory Board Member
Reuben M. Morriss, III Boatmen's Trust Company Vice Chairman
Director of Adviser
The Boatmen's National Bank of St. Louis Executive Vice President and
Senior Trust Officers
Bellefontaine Cemetery Director
</TABLE>
5
<PAGE>
<TABLE>
<CAPTION>
NAME AND POSITION CONNECTION WITH
WITH INVESTMENT ADVISER NAME OF OTHER COMPANY OTHER COMPANY
----------------------- --------------------- ----------------
<S> <C> <C>
Churchill School Director
Opera Theatre of St. Louis Director
St. Louis Bi-State Director
American Red Cross
St. Louis Country Club Director
St. Luke's Hospital Director
William Woods College Chairman
Dolor P. Murray
Director of Adviser -- --
William C. Nelson Boatmen's First National Bank of Kansas Chairman, President & C.E.O.
City
Boatmen's Bank of Delaware Director
Boatmen's Bancshares of Iowa Director
Consumer Bankers Association Director
Kansas City Board of Trade Director
Edward L. O'Neill Marathon Electric Company Director's Executive Committee
Chair
Spencer T. Olin
Director of Adviser -- --
William A. Peck, M.D. Washington University School of Medicine Executive Vice Chancellor & Dean
W. R. Persons
Director of Adviser -- --
Jerry E. Ritter Boatmen's Bancshares, Inc. Director
Director of Adviser
Anheuser-Busch Companies Executive Vice President, Chief
Financial Officer and Chief
Administrative Officer
Lawrence K. Roos Maritz, Inc. Director
Laclede Steel Co. Director
Vanliner, Inc. Director
</TABLE>
6
<PAGE>
<TABLE>
<CAPTION>
NAME AND POSITION CONNECTION WITH
WITH INVESTMENT ADVISER NAME OF OTHER COMPANY OTHER COMPANY
----------------------- --------------------- ----------------
<S> <C> <C>
Louis S. Sachs Sachs Properties, Inc. Chairman
Director of Adviser
SEM5 Chairman
Sachs Holdings, Inc. Chairman
Washington University Trustee
Missouri Botanical Gardens Trustee Emeritus
Hugh Scott, III Western Diesel Service, Inc. Chairman and Chief Executive
Director of Adviser Officer
Warren M. Shapleigh Barry-Wehmiller Company Director
Director of Adviser
Schmid, Inc. Director
Union Pacific Co. Director
Robert H. Shoenberg Sydney M. Shoenberg & Co. Partner
Shoenberg Foundation, Inc. President
Orbit Corporation President
Sydney M. Shoenberg, Jr. Sydney M. Shoenberg & Co. Partner
Shoenberg Foundation, Inc. Chairman
Orbit Corporation Chairman
Richard W. Shomaker Brown Group, Inc Consultant
Director of Adviser
Lee-Rowan Company Director
Brice R. Smith, Jr. Sverdrup Corporation Chairman and Chief Executive
Director of Adviser Officer
William D.Stamper W. D. Stamper Company President
Director of Adviser
Harold E. Thayer
Director of Adviser -- --
Janet M. Weakley
Director of Adviser Janet McAfee Inc. Real Estate President
</TABLE>
7
<PAGE>
<TABLE>
<CAPTION>
NAME AND POSITION CONNECTION WITH
WITH INVESTMENT ADVISER NAME OF OTHER COMPANY OTHER COMPANY
----------------------- --------------------- ----------------
<S> <C> <C>
Gordon E. Wells Boatmen's First National Bank of Kansas Director
City
Eugene F. Williams, Jr. Olin Corporation Director
AMR Corporation Director
Emerson Electric Co. Director
SUNBANK CAPITAL MANAGEMENT,
N.A.
Anthony R. Gray
Chairman & Chief Investment -- --
Officer
John D. Race -- --
President & Chief Administrative
Officer
Elliott A. Perny
Senior Executive Vice President -- --
Chief Portfolio Manager
Victor A. Zollo, Jr. -- --
Executive Vice President,
Director of Marketing
Robert Buhrmann -- --
Senior Vice President
L. Earl Denney -- --
Senior Vice President
Gregory M. DePrince -- --
Senior Vice President
Thomas A. Edgar
Senior Vice President -- --
Stuart F. Van Arsdale
Senior Vice President -- --
Ryan R. Burrow
Vice President -- --
Christopher A. Jones
Vice President, Internal Control -- --
Officer
Judith C. McAnney
Vice President -- --
</TABLE>
8
<PAGE>
<TABLE>
<CAPTION>
NAME AND POSITION CONNECTION WITH
WITH INVESTMENT ADVISER NAME OF OTHER COMPANY OTHER COMPANY
----------------------- --------------------- ---------------
<S> <C> <C>
Mills A. Riddick
Vice President -- --
Michael R. Scoffone
Vice President -- --
Anne S. Smith
Vice President -- --
David E. West
Vice President -- --
Janice K. Buzzelli
Assistant Vice President -- --
William Breda, Jr.
Assistant Vice President -- --
J. Kurt Wood
Assistant Vice President -- --
BANK OF CALIFORNIA
Stanley F. Farrar Sullivan & Cromwell Partner
Director of Adviser
Kazuo Ibuki The Mitsubishi Bank Limited Chairman
Director
Raymond E. Miles Univ. of California Dean
Director of Adviser School of Bus. Admin.
J. Fernado Niedbla Infotec Development, Inc. Chairman & CEO
Director of Adviser
Hiroo Nozawa BanCal Tri-State Corporation Chairman, President & CEO
Director of Adviser
Chairman, President & CEO
Carl W. Robertson Warland Investments Company Managing Director
Director of Adviser
Paul W. Steere Bogle & Gates Partner
Director of Adviser
Charles R. Scott Intermark, Inc. President & CEO
Director of Adviser
Henry T. Swigert ESCO Corporation Chairman
Director of Adviser
</TABLE>
9
<PAGE>
<TABLE>
<CAPTION>
NAME AND POSITION CONNECTION WITH
WITH INVESTMENT ADVISER NAME OF OTHER COMPANY OTHER COMPANY
----------------------- --------------------- ---------------
<S> <C> <C>
Yasuyuki Hirai The Mitsubishi Bank --
Director of Adviser,
Chief Executive Officer
Minoru Noda
Director of Adviser, -- --
Vice Chairman Credit & Finance
Samuel L. Williams Hufstedler, Miller Partner
Director of Adviser Kaus & Beardsley
Roy A. Henderson -- --
Director of Advisor,
Chairman, Regional Banking
Takejiro Sneyoshi MBL New York Branch Director & General Manager
Director of Adviser
Peter R. Butcher -- --
Executive Vice President
Chief Credit Officer
David W. Ehlers -- --
Executive Vice President
Chief Financial Officer
Michael Spilsbury -- --
Executive Vice President
Resources & Services Sector
William R. Sweet -- --
Executive Vice President
Wholesale & International Group
James M. Castro
Secretary -- --
Luke Mazor
Senior Vice President & Manager -- --
</TABLE>
Western Asset Management Company
Western Asset Management Company is the investment adviser for the Intermediate
Bond Portfolio. The principal address of Western Asset Management Company is 117
East Colorado Boulevard, Pasadena, California 91105. Western Asset Management
Company is an investment adviser registered under the Advisers Act.
The list required by this Item 28 of officers and directors of Western Asset
Management Company, together with information as to any other business
profession, vocation, or employment of a substantial nature engaged in by such
officers and directors during the past two years is incorporated by reference to
Schedules A and D of Form ADV filed by Western Asset Management Company to the
Advisers Act (SEC File No.801-08162).
10
<PAGE>
Pilgrim Baxter & Associates
Pilgrim Baxter & Associates is the investment adviser for the Small Cap Growth
Portfolio. The principal address of Pilgrim Baxter & Associates is 1255 Drummers
Lane, Suite 300, Wayne, Pennsylvania 19087. Pilgrim Baxter & Associates is an
investment adviser registered under the Advisers Act.
The list required by this Item 28 of officers and directors of Western Asset
Management Company, together with information as to any other business
profession, vocation, or employment of a substantial nature engaged in by such
officers and directors during the past two years is incorporated by reference to
Schedules A and D of Form ADV filed by Pilgrim Baxter & Associates to the
Advisers Act (SEC File No.801-19165).
Nicholas Applegate Capital Management
Nicholas Applegate Capital Management is the investment adviser for the Small
Cap Growth and Mid-Cap Growth Portfolios. The principal address of Nicholas
Applegate Capital Management is 600 West Broadway, 29th Floor, San Diego,
California 92101. Nicholas Applegate Capital Management is an investment adviser
registered under the Advisers Act.
The list required by this Item 28 of officers and directors of Nicholas
Applegate Management, together with information as to any other business
profession, vocation, or employment of a substantial nature engaged in by such
officers and directors during the past two years is incorporated by reference to
Schedules A and D of Form ADV filed by Nicholas Applegate Capital Management to
the Advisers Act (SEC File No. 801-21442).
Investment Advisers, Inc.
Investment Advisers, Inc. is the investment adviser for the Small Cap Growth
Portfolio. The principal address of Investment Advisers, Inc. is 3700 First Bank
Place, 601 Second Avenue, Minneapolis, Minnesota 55402. Investment Advisers,
Inc.is an investment adviser registered under the Advisers Act.
The list required by this Item 28 of officers and directors of Nicholas
Applegate Management, together with information as to any other business
profession, vocation, or employment of a substantial nature engaged in by such
officers and directors during the past two years is incorporated by reference to
Schedules A and D of Form ADV filed by Investment Advisers, Inc. to the Advisers
Act (SEC File No. 801-3784).
E.I.I. REALTY SECURITIES, INC.
E.I.I. Realty Securities, Inc. is the investment adviser for the Real Estate
Securities Portfolio. The principal address of E.I.I. Realty Securities, Inc. is
667 Madison Avenue, 16th floor, New York, New York 10021. E.I.I. Realty
Securities, Inc. is an investment adviser registered under the Advisers Act.
The list required by this Item 28 of officers and directors of E.I.I. Realty
Securities, Inc., together with information as to any other business profession,
vocation, or employment of a substantial nature engaged in by such officers and
directors during the past two years is incorporated by reference to Schedules A
and D of Form ADV filed by E.I.I. Realty Securities, Inc. to the Advisers Act
(SEC File No. 801-44099).
Mellon Equity Associates
11
<PAGE>
Mellon Equity Associates is an investment adviser for the Large Cap Value
Portfolio. The principal address of Mellon Equity Associates is 500 Grant
Street, Suite 3700, Pittsburgh, Pennsylvania. Mellon Equity Associates is an
investment adviser registered under the Advisers Act.
The list required by this Item 28 of officers and directors of E.I.I. Realty
Securities, Inc., together with information as to any other business profession,
vocation, or employment of a substantial nature engaged in by such officers and
directors during the past two years is incorporated by reference to Schedules A
and D of Form ADV filed by Mellon Equity Associates to the Advisers Act (SEC
File No. 801-28692).
SEI FINANCIAL MANAGEMENT CORPORATION
SEI Financial Management Company ("SFM") is the investment adviser for the Large
Cap Value, Large Cap Growth, Small Cap Value and High Yield Bond Portfolios. The
principal address of SFM is 680 East Swedesford Road, Wayne, Pennsylvania 19087.
SFM is an investment adviser registered under the Advisers Act.
The list required by this Item 28 of officers and directors of SFM, together
with information as to any other business profession, vocation, or employment of
a substantial nature engaged in by such officers and directors during the past
two years is incorporated by reference to Schedules A and D of Form ADV filed by
SFM to the Advisers Act (SEC File No. 801-24593).
CS First Boston Investment Management Corporation
CS First Boston Investment Management Corporation is the sub-adviser for the
Registrant's High Yield Portfolio. The principal address of CS First Boston
Investment Management Corporation is 599 Lexington Avenue, New York, New York
10022. CS First Boston Investment Management Corporation is an investment
adviser registered under the Advisors Act.
The list required by this Item 28 of officers and directors of CS First Boston
Investment Management Corporation, together with information as to any other
business profession, vocation, or employment of a substantial nature engaged in
by such officers and directors during the past two years is incorporated by
reference to Schedules A and D of Form ADV filed by CS First Boston Investment
Management Corporation to the Advisers Act (SEC File No. 801-11906).
1838 Investment Advisors, L.P.
1838 Investment Advisors, L.P. is the sub-adviser for the Registrant's Small Cap
Value Portfolio. The principal address of 1838 Investment Advisors, L.P. is 100
Matsonford Road, Radnor, Pennsylvania 19087. 1838 Investment Advisors, L.P. is
an investment adviser registered under the Advisors Act.
The list required by this Item 28 of officers and directors of 1838 Investment
Advisors, L.P., together with information as to any other business profession,
vocation, or employment of a substantial nature engaged in by such officers and
directors during the past two years is incorporated by reference to Schedules A
and D of Form ADV filed by 1838 Investment Advisors, L.P. to the Advisers Act
(SEC File No. 801-33025).
Alliance Capital Management L.P.
Alliance Capital Management L.P. is the sub-adviser for the Registrant's Large
Cap Growth Portfolio. The principal address of Alliance Capital Management L.P.
is 1345 Avenue of the Americas, New York, New York 10105. Alliance Capital
Management L.P. is an investment adviser registered under the Advisors Act.
12
<PAGE>
The list required by this Item 28 of officers and directors of Alliance Capital
Management L.P., together with information as to any other business profession,
vocation, or employment of a substantial nature engaged in by such officers and
directors during the past two years is incorporated by reference to Schedules A
and D of Form ADV filed by Alliance Capital Management L.P. to the Advisers Act
(SEC File No. 801-32361).
IDS Advisory Group Inc.
IDS Advisory Group Inc. is the sub-adviser for the Registrant's Large Cap Growth
Portfolio. The principal address of IDS Advisory Group Inc. is IDS Tower 10,
Minneapolis, Minnesota 55440. IDS Advisory Group Inc. is an investment adviser
registered under the Advisors Act.
The list required by this Item 28 of officers and directors of IDS Advisory
Group Inc., together with information as to any other business profession,
vocation, or employment of a substantial nature engaged in by such officers and
directors during the past two years is incorporated by reference to Schedules A
and D of Form ADV filed by IDS Advisory Group Inc. to the Advisers Act (SEC File
No. 801-25943).
Item 29. Principal Underwriters:
(a) Furnish the name of each investment company (other than the Registrant) for
which each principal underwriter currently distributing the securities of
the Registrant also acts as a principal underwriter, distributor or
investment adviser.
Registrant's distributor, SEI Financial Services Company ("SFS"), acts as
distributor for:
<TABLE>
<S> <C>
SEI Daily Income Trust July 15, 1982
SEI Liquid Asset Trust November 29, 1982
SEI Tax Exempt Trust December 3, 1982
SEI Index Funds July 10, 1985
SEI Institutional Managed Trust January 22, 1987
SEI International Trust August 30, 1988
Stepstone Funds January 30, 1991
The Compass Capital Group March 8, 1991
FFB Lexicon Funds October 18, 1991
The Advisors' Inner Circle Fund November 14, 1991
The Pillar Funds February 28, 1992
CUFUND May 1, 1992
STI Classic Funds May 29, 1992
CoreFunds, Inc. October 30, 1992
First American Funds, Inc. November 1, 1992
First American Investment Funds, Inc. November 1, 1992
The Arbor Fund January 28, 1993
1784 Funds June 1, 1993
Marquis(SM) Funds August 17, 1993
Morgan Grenfell Investment Trust January 3, 1994
The PBHG Funds, Inc. July 16, 1993
Nationar Funds, Inc. June 15, 1994
Inventor Funds, Inc. August 1, 1994
The Achievement Funds Trust December 27, 1994
Insurance Investment Products Trust December 30, 1994
Bishop Street Funds January 27, 1995
CrestFunds, Inc. March 1, 1995
</TABLE>
13
<PAGE>
SFS provides numerous financial services to investment managers, pension
plan sponsors, and bank trust departments. These services include portfolio
evaluation, performance measurement and consulting services ("Funds
Evaluation") and automated execution, clearing and settlement of securities
transactions ("MarketLink").
(b) Furnish the Information required by the following table with respect to
each director, officer or partner of each principal underwriter named in
the answer to Item 21 of Part B. Unless otherwise noted, the business address of
each director or officer is 680 East Swedesford Road, Wayne, PA 19087.
<TABLE>
<CAPTION>
Position and Office Positions and Offices
Name with Underwriter with Registrant
- --------------------------------------- ---------------
<S> <C> <C>
Alfred P. West, Jr. Director, Chairman & Chief Executive Officer --
Henry H. Greer Director, President & Chief Operating Officer --
Carmen V. Romeo Director, Executive Vice President & Treasurer --
Gilbert L. Beebower Executive Vice President --
Richard B. Lieb Executive Vice President --
Charles A. Marsh Executive Vice President-Capital Resources Division --
Leo J. Dolan, Jr. Senior Vice President --
Carl A. Guarino Senior Vice President --
Jerome Hickey Senior Vice President --
David G. Lee Senior Vice President President & Chief
Executive Officer
William Madden Senior Vice President --
A. Keith McDowell Senior Vice President --
Dennis J. McGonigle Senior Vice President --
Hartland J. McKeown Senior Vice President --
James V. Morris Senior Vice President --
Steven Onofrio Senior Vice President --
Kevin P. Robins Senior Vice President, General Counsel & Vice President &
Secretary Assistant Secretary
Robert Wagner Senior Vice President --
Patrick K. Walsh Senior Vice President --
Kenneth Zimmer Senior Vice President --
Robert Crudup Managing Director --
Ward Curtis Vice President --
Jeff Drennen Vice President --
Vic Galef Managing Director --
Lawrence D. Hutchison Vice President --
Kim Kirk Managing Director --
John Krzeminski Managing Director --
Carolyn McLaurin Managing Director --
Barbara Moore Managing Director --
Donald Pepin Managing Director --
Mark Samuels Managing Director --
Wayne M. Withrow Managing Director --
Robert Ludwig Team Leader --
Vicki Malloy Team Leader --
Mick Duncan Team Leader --
Robert Aller Vice President --
</TABLE>
14
<PAGE>
<TABLE>
<CAPTION>
Position and Office Positions and Offices
Name with Underwriter with Registrant
- ---- ---------------- ---------------
<S> <C> <C>
Charles Baker Vice President --
Steve Bendinelli Vice President --
Cris Brookmyer Vice President & Controller --
Gordon W. Carpenter Vice President --
Robert B. Carroll Vice President & Assistant Secretary Vice President &
Assistant Secretary
Ed Daly Vice President --
Lucinda Duncalfe Vice President --
Kathy Hellig Vice President --
Michael Kantor Vice President --
Samuel King Vice President --
Donald H. Korytowski Vice President --
Robert S. Ludwig Vice President --
Jack May Vice President --
Sandra K. Orlow Vice President & Assistant Secretary Vice President &
Assistant Secretary
Kim Rainey Vice President --
Paul Sachs Vice President --
Steve Smith Vice President --
Kathryn L. Stanton Vice President & Assistant Secretary Vice President &
Assistant Secretary
Daniel Spaventa Vice President --
William Zawaski Vice President --
Larry Pokora Vice President
James Dougherty Director of Brokerage Services --
</TABLE>
Item 30. Location of Accounts and Records:
Books or other documents required to be maintained by Section 31(a) of
the Investment Company Act of 1940, and the rules promulgated thereunder, are
maintained as follows:
(a) With respect to Rules 31a-1(a); 31a-1(b)(1); (2)(a) and (b); (3);
(6); (8); (12); and 31a-1(d), the required books and records are
maintained at the offices of Registrant's Custodian:
CoreStates Bank, N.A.
Broad and Chestnut Streets
P.O. Box 7618
Philadelphia, PA 19101
(b)/(c) With respect to Rules 31a-1(a); 31a-1(b)(1),(4); (2)(C) and
(D); (4); (5); (6); (8); (9); (10); (11); and 31a-1(f), the required
books and records are maintained at the offices of Registrant's Manager:
SEI Financial Management Corporation
680 E. Swedesford Road
Wayne, PA 19087
(c) With respect to Rules 31a-1(b)(5),(6),(9) and 10 and 31a-1(f), the
required books and records are maintained at the principal offices of
the Registrant's Advisers:
15
<PAGE>
Western Asset Management
117 East Colorado Boulevard
Pasadena, CA 91105
Mellon Equity Associates
500 Grant Street.
Suite 3700
Pittsburgh, PA 15258
SunBank Capital Management, N.A.
P.O. Box 3808
Orlando, FL 32802
Pilgrim Baxter & Associates, Ltd.
1255 Drummers Lane, Suite 300
Wayne, PA 19087
Investment Advisers, Inc.
3700 First Bank Place
601 Second Avenue
Minneapolis, MN 55402
Boatmen's Trust Company
510 Locust Street
St. Louis, MO 63101
Merus Capital Management
475 Sansome Street
San Francisco, CA 94104
Nicholas Applegate Capital Management
600 West Broadway, 29th Floor
San Diego, CA 92101
E.I.I. Realty Securities, Inc.
667 Madison Avenue
16th Floor
New York, NY 10021
SEI Financial Management Corporation
680 E. Swedesford Road
Wayne, PA 19087
IDS Advisory Group Inc.
IDS Tower 10
Minneapolis, MN 55440
1838 Investment Advisors, L.P.
100 Matsonford Road
Radnor, PA 19087
Alliance Capital Management L.P.
1345 Avenue of the Americas
New York, NY 10105
16
<PAGE>
CS First Boston Investment Management Corporation
599 Lexington Avenue
36th Floor
New York, NY 10022
Item 31. Management Services:
None.
Item 32. Undertakings:
Registrant undertakes to file a post-effective amendment containing
reasonably current financial statements, which need not be certified, for the
Real Estate Securities Portfolio, within four to six months of the effective
date of such Portfolio's Registration Statement or the commencement of
operations of such Portfolio, whichever is later.
Registrant undertakes to file a post-effective amendment containing
reasonably current financial statements, which need not be certified, for the
High Yield Portfolio, within four to six months of the effective date of such
Portfolio's Registration Statement as filed as part of Post-Effective Amendment
No. 20 or the commencement of operations of such Portfolio, whichever is later.
Registrant hereby undertakes that whenever Shareholders meeting the
requirements of Section 16(c) of the Investment Company Act of 1940 inform the
Board of Trustees of their desire to communicate with Shareholders of the Trust,
the Trustees will inform such Shareholders as to the approximate number of
Shareholders of record and the approximate cost of mailing or afford said
Shareholders access to a list of Shareholders.
Registrant undertakes to hold a meeting of Shareholders for the purpose
of voting upon the question of removal of a Trustee(s) when requested in writing
to do so by the holders of at least 10% of Registrant's outstanding shares and
in connection with such meetings to comply with the provisions of Section 16(c)
of the Investment Company Act of 1940 relating to Shareholder communications.
Registrant undertakes to furnish each person to whom a prospectus for
any series of the Registrant is delivered with a copy of the Registrant's latest
annual report to shareholders for such series, when such annual report is issued
containing information called for by Item 5A of Form N-1A, upon request and
without charge.
17
<PAGE>
NOTICE
A copy of the Agreement and Declaration of Trust of SEI Institutional
Managed Trust is on file with the Secretary of State of The Commonwealth of
Massachusetts and notice is hereby given that this Registration Statement has
been executed on behalf of the Trust by an officer of the Trust as an officer
and by its Trustees as trustees and not individually and the obligations of or
arising out of this Registration Statement are not binding upon any of the
Trustees, officers, or Shareholders individually but are binding only upon the
assets and property of the Trust.
18
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, and the
Investment Company Act of 1940, as amended, the Registrant certifies that it
meets all of the requirements for the effectiveness of this Registration
Statement pursuant to Rule 485(b) under the Securities Act of 1933 and has duly
caused this Amendment to Registration Statement No. 33-9504 to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of Wayne,
Commonwealth of Pennsylvania on the 19th day of June, 1995.
SEI INSTITUTIONAL MANAGED TRUST
By /s/ David G. Lee
----------------------
David G. Lee
President
ATTEST:
By /s/ Jeffrey A. Cohen
---------------------------
Jeffrey A. Cohen
Controller
Pursuant to the requirements of the Securities Act of 1933, this Amendment to
the Registration Statement has been signed below by the following persons in the
capacity on the dates indicated.
* Trustee June 19, 1995
- ------------------------
Richard F. Blanchard
* Trustee June 19,1995
- ------------------------
William M. Doran
* Trustee June 19,1995
- ------------------------
F. Wendell Gooch
* Trustee June 19,1995
- ------------------------
Frank E. Morris
* Trustee June 19,1995
- ------------------------
James M. Storey
* Trustee June 19,1995
- ------------------------
Robert A. Nesher
/s/ Jeffrey A. Cohen Trustee June 19,1995
- ------------------------
Jeffrey A. Cohen
/s/ Carmen V. Romeo Controller & Assistant Secretary June 19,1995
- ------------------------
Carmen V. Romeo
Treasurer & Assistant Secretary June 19,1995
*By /s/ David G. Lee
-------------------
David G. Lee
Attorney in Fact
19
<PAGE>
Exhibit Index
<TABLE>
<CAPTION>
Exhibit Page
- ------- ----
<S> <C> <C>
(1) Declaration of Trust./1/
(2) By-Laws./1/
(3) Not Applicable.
(4) Not Applicable.
(5) (a)Management Agreement between the Trust and SEI Financial Management
Corporation./1/
(5) (b) Investment Advisory Agreement between the Trust and SunBank,
N.A. with respect to the Trust's Capital Appreciation
Portfolio./3/
(5) (c) Investment Advisory Agreement between the Trust and The Bank of
California with respect to the Trust's Equity Income
Portfolio./3/
(5) (d) Investment Advisory Agreement between the Trust and Merus
Capital Management, Inc. with respect to the Trust's Equity
Income Portfolio./3/
(5) (e) Investment Advisory Agreement between the Trust and Boatmen's
Trust Company with respect to the Trust's Bond Portfolio./4/
(5) (f) Investment Advisory Agreement between the Trust and Bank One,
Indianapolis, N.A. with respect to the Trust's Limited
Volatility Bond Portfolio./5/
(5) (g) Schedule C to Management Agreement between the Trust and SEI
Financial Management Corporation adding the Mid-Cap Growth
Portfolio./6/
(5) (h) Investment Advisory Agreement between the Trust and Nicholas-
Applegate Capital Management with respect to the Trust's Mid-Cap
Growth Portfolio./6/
(5) (i) Form of Investment Advisory Agreement between the Trust and
Investment Advisers, Inc. with respect to the Trust's Small Cap
Growth Portfolio./9/
(5) (j) Form of Investment Advisory Agreement between the Trust and
Nicholas Applegate Capital Management with respect to the
Trust's Small Cap Growth Portfolio./9/
(5) (k) Form of Investment Advisory Agreement between the Trust and
Pilgrim Baxter Greig & Associates with respect to the Trust's
Small Cap Growth Portfolio./9/
(5) (l) Investment Advisory Agreement between the Trust and Duff &
Phelps Investment Management Co. with respect to the Trust's
Value Portfolio./10/
(5) (m) Schedule D to Management Agreement between the Trust and SEI
Financial Management Corporation adding the Real Estate
Securities Portfolio./10/
(5) (n) Form of Investment Advisory Agreement between the Trust and
E.I.I. Realty Securities, Inc. with respect to the Trust's Real
Estate Securities Portfolio./10/
(5) (o) Investment Advisory Agreement between the Trust and Western
Asset Management with respect to the Trust's Intermediate Bond
Portfolio./15/
(5) (p) Investment Advisory Agreement between the Trust and Mellon
Equity Associates with respect to the Trust's Large Cap Value
Portfolio./15/
(6) Distribution Agreement between the Trust and SEI Financial Services
Company.1
(7) Not Applicable.
(8) (a) Custodian Agreement between the Trust and CoreStates Bank, N.A.
(formerly Philadelphia National Bank)./2/
(8) (b) Custodian Agreement between the Trust and United States National
Bank of Oregon./2/
(9) Not Applicable.
(10) Opinion and Consent of Counsel./2/
(11) Consent of Independent Public Accountants.*
</TABLE>
20
<PAGE>
<TABLE>
<CAPTION>
Exhibit Page
----
<S> <C> <C>
(12) Not Applicable.
(13) Not Applicable.
(14) Not Applicable.
(15) (a) Distribution Plan pursuant to Rule 12b-1 (Class A)./1/
(b) Distribution Plan pursuant to Rule 12b-1 (Class B)./10/
(15) (c) Form of Distribution Plan pursuant to Rule 12b-1 (ProVantage
Class)./12/
(15) (d) Rule 18F-3 Multiple Class Plan.*
(16) Performance Quotation Computation./13/
(17) Powers of Attorney./14/
___________________________________
________
* Filed herewith.
/1/ Incorporated by reference to Registrant's Registration Statement on Form
N-1A (File No. 33-9504) filed with the SEC on October 17, 1986.
/2/ Incorporated by reference to Pre-Effective Amendment No. 1 to
Registrant's Registration Statement on Form N-1A (File No. 33-9504)
filed with the SEC on January 29, 1987.
/3/ Incorporated by reference to Post-Effective Amendment No. 4 to
Registrant's Registration Statement on Form N-1A (File No. 33-9504)
filed with the SEC on November 25, 1987.
/4/ Incorporated by reference to Post-Effective Amendment No. 5 to
Registrant's Registration Statement on Form N-1A (File No. 33-9504)
filed with the SEC on November 30, 1988.
/5/ Incorporated by reference to Post-Effective Amendment No. 6 to
Registrant's Registration Statement on Form N-1A (File No. 33-9504)
filed with the SEC on May 4, 1989.
/6/ Incorporated by reference to Post-Effective Amendment No. 12 to
Registrant's Registration Statement on Form N-1A (File No. 33-9504)
filed with the SEC on September 15, 1992.
/7/ Incorporated by reference to Post-Effective Amendment No. 13 to
Registrant's Registration Statement on Form N-1A (File No. 33-9504)
filed with the SEC on October 30, 1992.
/8/ Incorporated by reference to Post-Effective Amendment No. 14 to
Registrant's Registration Statement on Form N-1A (File No. 33-9504)
filed with the SEC on December 1, 1992.
/9/ Incorporated by reference to Post-Effective Amendment No. 15 to
Registrant's Registration Statement on Form N-1A (File No. 33-9504)
filed with the SEC on March 4, 1993.
/10/ Incorporated by reference to Post-Effective Amendment No. 17 to
Registrant's Registration Statement on Form N-1A (File No. 33-9504)
filed with the SEC on June 21, 1993.
/11/ Incorporated by reference to Post-Effective Amendment No. 18 to
Registrant's Registration Statement on Form N-1A (File No. 33-9504)
filed with the SEC on August 31, 1993.
/12/ Incorporated by reference to Post-Effective Amendment No. 19 to
Registrant's Registration Statement on Form N-1A (File No. 33-9504)
filed with the SEC on December 2, 1993.
/13/ Incorporated by reference to Post-Effective Amendment No. 19 to
Registrant's Registration Statement on Form N-1A (File No. 33-9504)
filed with the SEC on December 2, 1993.
/14/ Incorporated by reference to Post-Effective Amendment No. 20 to
Registrant's Registration Statement on Form N-1A (File No. 33-9504)
filed with the SEC on October 7, 1994.
/15/ Incorporated by reference to Post-Effective Amendment No. 21 to
Registrant's Registration Statement on Form N-1A (File No. 33-9504)
filed with the SEC on November 29, 1994.
</TABLE>
21
<PAGE>
Exhibit 11
Consent of Independent Accountants
We hereby consent to the use in the Statement of Additional Information which is
incorporated by reference in this Post-Effective Amendment No. 23 to the
registration statement on Form N-1A (the "Registration Statement") of our report
dated November 11, 1994, relating to the September 30, 1994 financial statements
and financial highlights of the Equity Income, Value, Capital Appreciation,
Capital Growth, Mid-Cap Growth, Small Cap Growth, Balanced, Intermediate Bond
and Bond Portfolios of SEI Institutional Managed Trust, which appears in such
Statement of Additional Information, and to the incorporation by reference of
our report into the Prospectuses which are incorporated by reference in this
Registration Statement. We also consent to the references to us under the
headings "Financial Statements" and "Experts" in such Statement of Additional
Information and to the references to us under the headings "Financial
Highlights" and "Counsel and Independent Accountants" in such Prospectuses.
/s/PRICE WATERHOUSE LLP
PRICE WATERHOUSE LLP
Philadelphia, Pennsylvania
June 15, 1995
<PAGE>
Exhibit 15(d)
SEI Institutional Managed Trust
Rule 18f-3
Multiple Class Plan
June 19, 1995
Introduction
SEI Institutional Managed Trust (the "Trust"), a registered investment
company that currently consists of thirteen (13) separately managed portfolios
(the Core Fixed Income Portfolio, Bond Portfolio, High Yield Bond Portfolio,
Large Cap Value Portfolio, Large Cap Growth Portfolio, Small Cap Value
Portfolio, Small Cap Growth Portfolio, Capital Appreciation Portfolio, Equity
Income Portfolio, Balanced Portfolio, Mid-Cap Growth Portfolio, Capital Growth
Portfolio and Real Estate Securities Portfolio) and that may consist of
additional portfolios in the future as listed on Schedule A hereto (each a
"Portfolio" and, collectively, the "Portfolios"), have elected to rely on Rule
18f-3 under the Investment Company Act of 1940, as amended (the "1940 Act") in
offering multiple classes of units of beneficial interest ("shares") in each
Portfolio. The Plan sets forth the differences among classes, including
shareholder services, distribution arrangements, expense allocations, and
conversion or exchange options.
A. Attributes of Share Classes
The rights of each existing class of the Portfolios (i.e.,
----
Institutional and Retail Classes) shall be as set forth in the resolutions and
related materials of the Trust's Board adopted pursuant to the order dated
September 9, 1993, obtained by SEI Liquid Asset Trust, et al, (Inv. Co. Act
-----
Release No. IC-19698), and attached hereto as Exhibits A - C.
With respect to any class of shares of a Portfolio created after the
date hereof, each share of a Portfolio will represent an equal pro rata interest
--------
in the Portfolio and will have identical terms and conditions, except that: (1)
each new class will have a different class name (or other designation) that
identifies the class as separate from any other class; (ii) each class will
separately bear any distribution expenses ("distribution fees") in connection
with a plan adopted pursuant to Rule 12b-1 under the 1940 Act (a "Rule 12b-1
Plan"), and will separately bear any non-Rule 12b-1 Plan service payments
("service fees") that are made under any servicing agreement entered into with
respect to that class; (iii) each class may bear, consistent with rulings and
other published statements of position by the Internal Revenue Service, the
expenses of the Portfolio's operations which are directly attributable to such
class ("Class Expenses"); and (iv) shareholders of the class will have exclusive
voting rights regarding the Rule 12b-1 Plan and
<PAGE>
the servicing agreements relating to such class, and will have separate voting
rights on any matter submitted to shareholders in which the interests of that
class differ from the interests of any other class.
B. Expense Allocations
Expenses of each existing class and of each class created after the date
hereof shall be allocated as follows: (i) distribution and shareholder servicing
payments associates with any Rule 12b-1 Plan or servicing agreement relating to
each class of shares are (or will be) borne exclusively by that class; (ii) any
incremental transfer agency fees relating to a particular class are (or will be)
borne exclusively by that class; and (iii) class Expenses relating to a
particular class are (or will be) borne exclusively by that class.
Until and unless changed by the Board, the methodology and procedures for
calculating the net asset value of the various classes of shares and the proper
allocation of income and expenses among the various classes of shares shall be
as set forth in the "Report" rendered by Price Waterhouse LLP.
C. Amendment of Plan; Periodic Review
This Plan must be amended to properly describe (through additional exhibits
hereto or otherwise) each new class of shares approved by the Board after the
date hereof.
The Board of the Trust, including a majority of the independent Trustees,
must periodically review this Plan for its continued appropriateness, and must
approve any material amendment of the Plan as it relates to any class of any
Portfolio covered by the Plan.
- 2 -
<PAGE>
DISTRIBUTION AGREEMENT
TRUSTFUNDS INSTITUTIONAL MANAGED TRUST
THIS AGREEMENT is made as of this 22nd day of January, 1987 between
TrustFunds Institutional Managed Trust (the "Trust"), a Massachusetts business
trust and SEI Financial Services Company (the "Distributor"), a Pennsylvania
corporation.
WHEREAS the Trust is registered as an investment company with the
Securities and Exchange Commission ("SEC") under the Investment Company Act of
1940, as amended ("1940 Act"), and its Units are registered with the SEC under
the Securities Act of 1933, as amended ("1933 Act"); and
WHEREAS Distributor is registered as a broker-dealer with the SEC under the
Securities Exchange Act of 1934, as amended;
NOW, THEREFORE, in consideration of the mutual covenants hereinafter
contained, the Trust and Distributor hereby agree as follows:
ARTICLE 1. Sale of Units. The Trust grants to the Distributor the exclusive
-------------
right to sell Units of the Trust at the net asset value per Unit, as agent and
on behalf of the Trust, during the term of this Agreement and subject to the
registration requirements of the 1933 Act, the rules and regulations of the SEC
and the laws governing the sale of securities in the various states ("Blue Sky
laws").
ARTICLE 2. Solicitation of Sales. In consideration of these rights granted
---------------------
to the Distributor, the Distributor agrees to use all reasonable efforts,
consistent with its other business, to obtain purchasers for Units of the Trust;
provided, however, that the Distributor shall not be prevented from entering
into like arrangements with other issuers. The provisions of this paragraph do
not obligate the Distributor to register as a broker or dealer under the Blue
Sky laws of any jurisdiction when it determines it would be uneconomical for it
to do so or to maintain its registration in any jurisdiction in which it is now
registered.
ARTICLE 3. Authorized Representations. The Distributor is not authorized by
--------------------------
the Trust to give any information or to make any representations other than
those contained in the current registration statements and prospectuses of the
Trust filed with the SEC or contained in Unitholder reports or other material
that may be prepared by or on behalf of the Trust for the Distributor's use. The
Distributor may prepare and distribute sales literature and other material as it
may deem appropriate, provided that such literature and materials have been
approved by the Trust prior to their use.
<PAGE>
ARTICLE 4. Registration of Units. The Trust agrees that it will take all
---------------------
action necessary to register Units under the federal and state securities
laws so that there will be available for sale the number of Units the
Distributor may reasonably be expected to sell. The Trust shall make available
to the Distributor such number of copies of its currently effective prospectus
and statement of additional information as the Distributor may reasonably
request. The Trust shall furnish to the Distributor copies of all information,
financial statements and other papers which the Distributor may reasonably
request for use in connection with the distribution of Units of the Trust.
ARTICLE 5. Compensation. As compensation for the services performed and
------------
the expenses assumed by the Distributor under this Agreement, and to the extent
provided in the Trust's Distribution Plan adopted in accordance with Rule 12b-1
under the 1940 Act, the Trust shall reimburse the Distributor for (i) the cost
of prospectuses and statements of additional information, reports to
Unitholders, sales literature and other materials for potential investors, (ii)
the costs of complying with the Federal and state securities laws pertaining to
the distribution of Units, (iii) advertising, and (iv) expenses incurred in
promoting and selling Units, including expenses for travel, communication, and
compensation and benefits of sales personnel. Separate and apart from the
services and compensation provided for under this Agreement, the Distributor may
retain additional compensation that it receives from the Trust on portfolio
transactions that it effects for the Trust in accordance with applicable rules
of the Securities and Exchange Commission.
ARTICLE 6. Indemnification of Distributor. The Trust agrees to indemnify
------------------------------
and hold harmless the Distributor and each of its directors and officers and
each person, if any, who controls the Distributor within the meaning of Section
15 of the 1933 Act against any loss, liability, claim, damages or expense
(including the reasonable cost of investigating or defending any alleged loss,
liability, claim, damages, or expense and reasonable counsel fees and
disbursements incurred in connection therewith), arising by reason of any person
acquiring any Units, based upon the ground that the registration statement,
prospectus, Unitholder reports or other information filed or made public by the
Trust (as from time to time amended) included an untrue statement of a material
fact or omitted to state a material fact required to be stated or necessary in
order to make the statements made not misleading. However, the Trust does not
agree to indemnify the Distributor or hold it harmless to the extent that the
statement or omission was made in reliance upon, and in conformity with,
information furnished to the Trust by or on behalf of the Distributor.
In no case (i) is the indemnity of the Trust to be deemed to protect the
Distributor or any person against any liability to the Trust or its Unitholders
to which the Distributor or such
- 2 -
<PAGE>
person otherwise would be subject by reason of willful misfeasance, bad faith or
gross negligence in the performance of its duties or by reason of its reckless
disregard of its obligations and duties under this Agreement, or (ii) is the
Trust to be liable to the Distributor under the indemnity agreement contained in
this paragraph with respect to any claim made against the Distributor or any
person indemnified unless the Distributor or other person shall have notified
the Trust in writing of the claim within a reasonable time after the summons or
other first written notification giving information of the nature of the claim
shall have been served upon the Distributor or such other person (or after the
Distributor or the person shall have received notice of service on any
designated agent). However, failure to notify the Trust of any claim shall not
relieve the Trust from any liability which it may have to the Distributor or any
person against whom such action is brought otherwise than on account of its
indemnity agreement contained in this Paragraph.
The Trust shall be entitled to Participate at its own expense in the
defense or, if it so elects, to assume the defense of any suit brought to
enforce any claims subject to this indemnity provision. If the Trust elects to
assume the defense of any such claim, the defense shall be conducted by counsel
chosen by the Trust and satisfactory to the indemnified defendants in the suit
whose approval shall not be unreasonably withheld. In the event that the Trust
elects to assume the defense of any suit and retain counsel, the indemnified
defendants shall bear the fees and expenses of any additional counsel retained
by them. If the Trust does not elect to assume the defense of a suit, it will
reimburse the indemnified defendants for the reasonable fees and expenses of any
counsel retained by the indemnified defendants.
The Trust agrees to notify the Distributor promptly of the commencement of
any litigation or proceedings against it or any of its officers or Trustees in
connection with the issuance or sale of any of its Units.
ARTICLE 7. Indemnification of Trust. The Distributor covenants and agrees
------------------------
that it will indemnify and hold harmless the Trust and each of its Trustees and
officers and each person, if any, who controls the Trust within the meaning of
Section 15 of the Act, against any loss, liability, damages, claim or expense
(including the reasonable cost of investigating or defending any alleged loss,
liability, damages, claim or expense and reasonable counsel fees incurred in
connection therewith) based upon the 1933 Act or any other statute or common law
and arising by reason of any person acquiring any Units, and alleging a wrongful
act of the Distributor or any of its employees or alleging that the registration
statement, prospectus, Unitholder reports or other information filed or made
public by the Trust (as from time to time amended) included an untrue statement
of a material fact or
- 3 -
<PAGE>
omitted to state a material fact required to be stated or necessary in order to
make the statements not misleading, insofar as the statement or omission was
made in reliance upon and in conformity with information furnished to the Trust
by or on behalf of the Distributor.
In no case (i) is the indemnity of the Distributor in favor of the Trust or
any other person indemnified to be deemed to protect the Trust or any other
person against any liability to which the Trust or such other person would
otherwise be subject by reason of willful misfeasance, bad faith or gross
negligence in the performance of its duties or by reason of its reckless
disregard of its obligations and duties under this Agreement, or (ii) is the
Distributor to be liable under its indemnity agreement contained in this
paragraph with respect to any claim made against the Trust or any person
indemnified unless the Trust or person, as the case may be, shall have notified
the Distributor in writing of the claim within a reasonable time after the
summons or other first written notification giving information of the nature of
the claim shall have been served upon the Trust or upon any person (or after the
Trust or such person shall have received notice of service on any designated
agent). However, failure to notify the Distributor of any claim shall not
relieve the Distributor from any liability which it may have to the Trust or any
person against whom the action is brought otherwise than on account of its
indemnity agreement contained in this paragraph.
The Distributor shall be entitled to participate, at its own expense, in
the defense or, if it so elects, to assume the defense of any suit brought to
enforce the claim, but if the Distributor elects to assume the defense, the
defense shall be conducted by counsel chosen by the Distributor and satisfactory
to the indemnified defendants whose approval shall not be unreasonably withheld.
In the event that the Distributor elects to assume the defense of any suit and
retain counsel, the defendants in the suit shall bear the fees and expenses of
any additional counsel retained by them. If the Distributor does not elect to
assume the defense of any suit, it will reimburse the indemnified defendants in
the suit for the reasonable fees and expenses of any counsel retained by them.
The Distributor agrees to notify the Trust promptly of the commencement of
any litigation or proceedings against it in connection with the issue and sale
of any of the Trusts' Units.
ARTICLE 8. Effective Date. This Agreement shall be effective upon its
--------------
execution, and unless terminated as provided, shall continue in force for one
year from the effective date and thereafter from year to year, provided that
such annual continuance is approved by (i) either the vote of a majority of the
Trustees of the Trust, or the vote of a majority of the outstanding voting
securities of the Trust, and (ii) the vote of
- 4 -
<PAGE>
a majority of those Trustees of the Trust who are not parties to this Agreement
or the Trust's Distribution Plan or interested persons of any such party
("Qualified Trustees"), cast in person at a meeting called for the purpose of
voting on the approval. This Agreement shall automatically terminate in the
event of its assignment. As used in this paragraph the terms "vote of a majority
of the outstanding voting securities", "assignment" and "interested person"
shall have the respective meanings specified in the 1940 Act. In addition, this
Agreement may at any time be terminated without penalty by SFS, by a vote of a
majority of Qualified Trustees or by vote of a majority of the outstanding
voting securities of the Trust upon not less than sixty days prior written
notice to the other party.
ARTICLE 9. Notices. Any notice required or permitted to be given by either
-------
party to the other shall be deemed sufficient if sent by registered or certified
mail, postage prepaid, addressed by the party giving notice to the other party
at the last address furnished by the other party to the party giving notice: if
to the Trust, at 28 State Street, Boston, Massachusetts 02109, and if to the
Distributor, 680 E. Swedesford Road, Wayne, Pennsylvania 19087.
ARTICLE 10. Limitation of Liability. A copy of the Declaration of Trust of
-----------------------
the Trust is on file with the Secretary of State of the Commonwealth of
Massachusetts, and notice is hereby given that this Agreement is executed on
behalf of the Trustees of the Trust as Trustees and not individually and that
the obligations of this instrument are not binding upon any of the Trustees,
officers or unitholders of the Trust individually but binding only upon the
assets and property of the Trust.
ARTICLE 11. Governing Law. This Agreement shall be construed in accordance
-------------
with the laws of the Commonwealth of Massachusetts and the applicable provisions
of the 1940 Act. To the extent that the applicable laws of the Commonwealth of
Massachusetts, or any of the provisions herein, conflict with the applicable
provisions of the 1940 Act, the latter shall control.
ARTICLE 12. Multiple Originals. This Agreement may be executed in two or
------------------
more counterparts, each of which when so executed shall be deemed to be an
original, but such counterparts shall together constitute but one and the same
instrument.
- 5 -
<PAGE>
IN WITNESS, the Trust and Distributor have each duly executed this
Agreement, as of the day and year above written.
TRUSTFUNDS INSTITUTIONAL MANAGED
TRUST
By: Donna J. McGonigle
----------------------------
SEI FINANCIAL SERVICES COMPANY
By: Donna J. McGonigle
----------------------------
-6-
<PAGE>
SEI Institutional Managed Trust
SUPPLEMENT DATED MAY 10, 1989 TO THE
DISTRIBUTION AGREEMENT DATED JANUARY 22, 1987
WHEREAS SEI Institutional Managed Trust (the "Trust") has been authorized
to issue Class B units of beneficial interest ("Units") for certain portfolios
of the Trust;
WHEREAS the Trust has authorized the distribution of Class B Units by SEI
Financial Services Company ("SFS") in accordance with the terms of the
Distribution Agreement between the Trust and SFS dated January 22, 1987 (the
"Agreement");
WHEREAS the Trust and SFS wish to clarify the level of payments to be made
by the Trust to SFS in connection with the distribution of Class B units;
NOW THEREFORE, THE Trust and SFS hereby agree that the Agreement is hereby
supplemented as follows:
1. In addition to the reimbursement of expenses by the Trust to SFS as
provided for by Article 5 of the Agreement, the Trust shall also make monthly
payments to SFS on an annualized basis equal to .30% of the daily net assets of
all Class B units issued and outstanding.
2. The payments provided by paragraph 1 immediately above are in addition
to, and not in lieu of, any other payments provided for by the Agreement.
3. The payments provided by paragraph 1 immediately above shall be used by
SFS in whole or in part to reimburse Class B unitholders which provide
administrative services to their clients relating to the Trust.
SEI Institutional Managed Trust
By: /s/ Susan L. Scheopf
--------------------
Vice President
SEI Financial Services Company
By: /s/ Sandra K. Orlow
-------------------
Vice President
<PAGE>
DISTRIBUTION PLAN
TRUSTFUNDS INSTITUTIONAL MANAGED TRUST
WHEREAS TrustFunds Institutional Managed Trust (the "Trust") is engaged in
business as an open-end investment company registered under the Investment
Company Act of 1940, as amended ("1940 Act"); and
WHEREAS the Trustees of the Trust have determined that there is a reasonable
likelihood that the following Distribution Plan will benefit the Trust and the
owners of units of beneficial interest ("Unitholders") in the Trust;
NOW, THEREFORE, the Trustees of the Trust hereby adopt this Distribution
Plan pursuant to Rule 12b-1 under the 1940 Act.
Section 1. The Trust has adopted this Distribution Plan ("Plan") to enable
---------
the Trust to directly or indirectly bear expenses relating to the distribution
of securities of which the Trust is the issuer.
Section 2. The Trust may incur expenses for the items stipulated in Section
---------
3 of this Plan, provided that in no event shall the Trust incur expenses that
exceed an annual rate of .30% of the Trust's average daily net assets during any
fiscal year of the Trust. All expenditures pursuant to this Plan shall be made
only pursuant to authorization by the President, any Vice President or the
Treasurer of the Trust. If there should be more than one series of Trust units,
expenses incurred pursuant to this Plan shall be allocated among the several
series of the Trust on the basis of their relative net asset values, unless
otherwise determined by a majority of the Qualified Trustees.
Section 3. Expenses permitted pursuant to this Plan shall include, and be
---------
limited to, the following:
(a) The incremental printing costs incurred in producing for and
distributing to persons other than current Unitholders of the Trust the
reports, prospectuses, notices and similar materials that are prepared
by the Trust for current Unitholders;
(b) the cost of complying with state and federal laws pertaining to the
distribution of the Trust's Units;
(c) advertising;
(d) the costs of preparing, printing and distributing any literature used
in connection with the offering of the Trust's Units and not covered by
Section 3(a) of this Plan; and
<PAGE>
(e) expenses incurred in connection with the promotion and sale of the
Trust's Units including, without limitation, travel and communication
expenses and expenses for the compensation of and benefits for sales
personnel.
Section 4. This Plan shall not take effect until it has been approved (a)
---------
by a vote of at least a majority of the outstanding voting securities of the
Trust; and (b) together with any related agreements, by votes of the majority of
both (i) the Trustees of the Trust and (ii) the Qualified Trustees, cast in
person at a Board of Trustees meeting called for the purpose of voting on this
Plan or such agreement.
Section 5. This Plan shall continue in effect for a period of more than
---------
one year after it takes effect only for so long as such continuance is
specifically approved at least annually in the manner provided in Part (b) of
Section 4 herein for the approval of this Plan.
Section 6. Any person authorized to direct the disposition of monies paid
---------
or payable by the Trust pursuant to this Plan or any related agreement shall
provide to the Trustees of the Trust, at least quarterly, a written report of
the amounts so expended and the purposes for which such expenditures were made.
Section 7. This Plan may be terminated at any time by the vote of a
---------
majority of the Qualified Trustees or by vote of a majority of the Trust's
outstanding voting securities.
Section 8. All agreements with any person relating to implementation of
---------
this Plan shall be in writing, and any agreement related to this Plan shall
provide (a) that such agreement may be terminated at any time, without payment
of any penalty, by the vote of a majority of the Qualified Trustees or by the
vote of Unitholders holding a majority of the Trust's outstanding voting
securities, on not more than 60 days written notice to any other party to the
agreement; and (b) that such agreement shall terminate automatically in the
event of its assignment.
Section 9. This Plan may not be amended to increase materially the amount
---------
of distribution expenses permitted pursuant to Section 2 hereof without the
approval of Unitholders holding a majority of the outstanding voting securities
of the Trust, and all material amendments to this Plan shall be approved in the
manner provided in Part (b) of Section 4 herein for the approval of this Plan.
Section 10. As used in this Plan, (a) the term "Qualified Trustees" shall
----------
mean those Trustees of the Trust who are not interested persons of the Trust,
and have no direct or indirect financial interest in the operation of this Plan
or any
- 2 -
<PAGE>
agreements related to it, and (b) the terms "assignment" and "interested person"
shall have the respective meanings specified in the 1940 Act and the rules and
regulations thereunder, subject to such exemptions as may be granted by the
Securities and Exchange Commission.
Section 11. Nothing in this Plan shall operate or be construed to limit the
----------
extent to which the Trust's Sponsor, Manager, Distributor or Investment
Administrator or any other person, other than the Trust, may incur costs out of
their own monies and bear expenses associated with the distribution of
securities of which the Trust is the issuer.
Section 12. While this Plan is in effect, the selection and nomination of
----------
those Trustees who are not interested persons of the Trust within the meaning of
Section 2(a)(19) of the 1940 Act shall be committed to the discretion of the
Trustees then in office who are not interested persons of the Trust.
Section 13. This Plan shall not obligate the Trust or any other party to
----------
enter into an agreement with any particular person.
- 3 -
<PAGE>
DISTRIBUTION PLAN
SEI INSTITUTIONAL MANAGED TRUST
Class B
WHEREAS, SEI Institutional Managed Trust (the "Trust") is engaged in
business as a diversified, open-end investment company registered under the
Investment Company Act of 1940, as amended ("1940 Act"); and
WHEREAS, the Trustees of the Trust have determined that there is a
reasonable likelihood that the following Distribution Plan will benefit the
Trust and the owners of units of beneficial interest ("Unitholders") in Class B
of the Value, Balanced, Capital Appreciation, Equity Income, Limited Volatility
Bond and Bond Portfolios of the Trust and such other portfolios as may be added
to the Trust (the "Class B Portfolios");
NOW, THEREFORE, the Trustees of the Trust hereby adopt this distribution
plan pursuant to Rule 12b-1 under the 1940 Act.
Section 1. The Trust has adopted this distribution plan the ("Plan") to
---------
enable the Trust to directly or indirectly bear expenses relating to the
distribution of Class B securities of which the Trust is the issuer.
Section 2. The Trust may incur expenses for the items stipulated in Section
---------
3 of this Plan, provided that in no event shall the Trust incur reimbursable
expenses for Class B that exceed an annual rate of .30% of the Trust's average
daily net assets during any fiscal year of the Trust. All expenditures pursuant
to this Plan shall be made only pursuant to authorization by the President, any
Vice President or the Treasurer of the Trust. If there should be more than one
series of Trust units, expenses incurred pursuant to this Plan shall be
allocated among the several series of the Trust on the basis of their relative
net asset values, unless otherwise determined by a majority of the Qualified
Trustees. In addition, the Trust will pay the Distributor a fee of .30% of the
Class B Portfolios average daily net assets which the Distributor can use to
compensate Class B unitholders which provide administrative services to their
customers. The actual fee paid to the administrators will be negotiated based on
the extent and quality of services provided.
Section 3. Reimbursable expenses permitted pursuant to this Plan shall
---------
include, and be limited to, the following:
(a) the incremental printing costs incurred in producing for and
distributing to persons other than current Unitholders of the Trust,
the reports, prospectuses, notices and similar materials that are
prepared by the Trust for current Unitholders;
<PAGE>
(b) the cost of complying with state and federal laws pertaining to the
distribution of the Trust's units;
(c) advertising;
(d) the costs of preparing, printing and distributing any literature used
in connection with the offering of the Trust's units and not covered by
Section 3 (a) of this Plan; and
(e) expenses incurred in connection with the promotion and sale of the
Trust's units including, without limitation, travel and communication
expenses and expenses for the compensation of and benefits for sales
personnel.
Section 4. This Plan shall not take effect until it has been approved (a)
---------
by a vote of at least a majority of the outstanding voting securities in Class B
of the Trust; and (b) together with any related agreements, by votes of the
majority of both (i) the Trustees of the Trust and (ii) the Qualified Trustees,
cast in person at a Board of Trustees meeting called for the purpose of voting
on this Plan or such agreement.
Section 5. This Plan shall continue in effect for a period of more than
---------
one year after it takes effect only for so long as such continuance is
specifically approved at least annually in the manner provided in Part (b) of
Section 4 herein for the approval of this Plan.
Section 6. Any person authorized to direct the disposition of monies paid
---------
or payable by the Trust pursuant to this Plan or any related agreement shall
provide to the Trustees of the Trust, at least quarterly, a written report of
the amounts so expended and the purposes for which such expenditures were made.
Section 7. This Plan may be terminated at any time by the vote of a
---------
majority of the Qualified Trustees or by vote of a majority of the Trust's
outstanding voting securities.
Section 8. All agreements with any person relating to implementation of
---------
this Plan shall be in writing, and any agreement related to this Plan shall
provide (a) that such agreement may be terminated at any time, without payment
of any penalty, by the vote of a majority of the Qualified Trustees or by the
vote of Unitholders holding a majority of the Trust's outstanding voting
securities, on not more than 60 days written notice to any other party to the
agreement; and (b) that such agreement shall terminate automatically in the
event of its assignment.
<PAGE>
Section 9. This Plan may not be amended to increase materially the amount
---------
of distribution expenses permitted pursuant to Section 2 hereof without the
approval of Unitholders holding a majority of the outstanding voting securities
in Class B of the Trust, and all material amendments to this Plan shall be
approved in the manner provided in Part (b) of Section 4 herein for the approval
of this Plan.
Section 10. As used in this Plan, (a) the term "Qualified Trustees" shall
----------
mean those Trustees of the Trust who are not interested persons of the Trust,
and have no direct or indirect financial interest in the operation of this Plan
or any agreements related to it, and (b) the terms "assignment" and "interested
person" shall have the respective meanings specified in the 1940 Act and the
rules and regulations thereunder, subject to such exemptions as may be granted
by the Securities and Exchange Commission.
Section 11. Nothing in this Plan shall operate or be construed to limit
----------
the extent to which the Trust's Sponsor, Manager, Distributor, or Investment
Administrator or any other person, other than the Trust, may incur costs out of
their own monies and bear expenses associated with the distribution of
securities of which the Trust is the issuer.
Section 12. While this Plan is in effect, the selection and nomination of
----------
those Trustees who are not interested persons of the Trust within the meaning of
Section 2(a)(19) of the 1940 Act shall be committed to the discretion of the
Trustees then in office who are not interested persons of the Trust.
Section 13. This Plan shall not obligate the Trust or any other party to
----------
enter into an agreement with any particular person.
<PAGE>
DISTRIBUTION PLAN
ProVantage Funds
WHEREAS, SEI Institutional Managed Trust (the "Trust") is engaged in
business as an open-end investment company registered under the Investment
Company Act of 1940, as amended ("1940 Act"); and
WHEREAS, the Trustees of the Trust have determined that there is a
reasonable likelihood that the following Distribution Plan will benefit the
Trust's ProVantage Funds Class and the owners of units of beneficial interest
("Shareholders") in the Trust's ProVantage Funds Class;
NOW, THEREFORE, the Trustees of the Trust hereby adopt this
Distribution Plan pursuant to Rule 12b-1 under the 1940 Act.
Section 1. The Trust has adopted this ProVantage Funds Distribution
----------
Plan ("Plan") to enable the Trust to directly or indirectly bear expenses
relating to the distribution of ProVantage Funds securities of which the Trust
is the issuer.
Section 2. The Trust may incur expenses for the items stipulated in
----------
Section 3 of this Plan in an amount equal to .30% of the average daily net
assets of the ProVantage Funds of the Portfolios. All expenditures pursuant to
this Plan shall be made only pursuant to authorization by the President, any
Vice President or the Treasurer of the Trust. If there should be more than one
series of Trust shares, expenses incurred pursuant to this Plan shall be
allocated among the several series of the Trust on the basis of their relative
net asset values, unless otherwise determined by a majority of the Qualified
Trustees.
In addition, the Trust will pay the Distributor a fee on the ProVantage Funds of
the Portfolios up to the amount set forth on Exhibit A. The Distributor may use
this fee for (i) compensation for its services in connection with distribution
assistance or provision of shareholder services; or (ii) payments to financial
institutions and intermediaries such as banks, savings and loan associations,
insurance companies and investment counselors, broker-dealers and the
Distributor's affiliates and subsidiaries as compensation for services or
reimbursement of expenses incurred in connection with distribution assistance or
provision of shareholder services.
Section 3. Expenses permitted pursuant to this Plan shall include, and
----------
be limited to, the following:
(a) The incremental printing costs incurred in producing for and
distributing to
<PAGE>
persons other than current Shareholders of the Trust the reports,
prospectuses, notices and similar materials that are prepared by the
Trust for current Shareholders;
(b) advertising;
(c) the costs of preparing, printing and distributing any literature used
in connection with the offering the Trust's Shares and not covered by
Section 3(a) of this Plan; and
(d) expenses incurred in connection with the promotion and sale of the
Trust's Shares including, without limitation, travel and communication
expenses and expenses for the compensation of and benefits for sales
personnel.
Section 4. This Plan shall not take effect until it has been approved (a)
---------
by a vote of at least a majority of the outstanding voting securities of the
Trust's ProVantage Funds Class; and (b) together with any related agreements, by
votes of the majority of both (i) the Trustees of the Trust and (ii) the
Qualified Trustees, cast in person at a Board of Trustees meeting called for the
purpose of voting on this Plan or such agreement.
Section 5. This Plan shall continue in effect for a period of more than one
---------
year after it takes effect only for so long as such continuance is specifically
approved at least annually in the manner provided in Part (b) of Section 4
herein for the approval of this Plan.
Section 6. Any person authorized to direct the disposition of monies paid
---------
or payable by the Trust pursuant to this Plan or any related agreement shall
provide to the Trustees of the Trust, at least quarterly, a written report of
the amounts so expended and the purposes for which such expenditures were made.
Section 7. This Plan may be terminated at any time by the vote of a
---------
majority of the Qualified Trustees or by vote of a majority of the outstanding
voting securities of the Trust's ProVantage Funds Class.
Section 8. All agreements with any person relating to implementation of
---------
this Plan shall be in writing, and any agreement related to this Plan shall
provide (a) that such agreement may be terminated at any time, without payment
of any penalty, by the vote of a majority of the Qualified Trustees or by the
vote of Shareholders holding a majority of the Trust's outstanding voting
securities, on not more than 60 days written notice to any other party to the
agreement; and (b) that such agreement shall terminate automatically in the
event of its assignment.
Section 9. This Plan may not be amended to increase materially the amount
---------
of distribution expenses permitted pursuant to Section 2 hereof without the
approval of Shareholders holding a majority of the outstanding voting securities
of the Trust, and all
2
<PAGE>
material amendments to this Plan shall be approved in the manner provided in
Part (b) of Section 4 herein for the approval of this Plan.
Section 10. As used in this Plan, (a) the term "Qualified Trustees" shall
----------
mean those Trustees of the Trust who are not interested persons of the Trust,
and have no direct or indirect financial interest in the operation of this Plan
or any agreements related to it, and (b) the terms "assignment" and "interested
person" shall have the respective meanings specified in the 1940 Act and the
rules and regulations thereunder, subject to such exemptions as may be granted
by the Securities and Exchange Commission.
Section 11. While this Plan is in effect, the selection and nomination of
----------
those Trustees who are not interested persons of the Trust within the meaning of
Section 2(a)(19) of the 1940 Act shall be committed to the discretion of the
Trustees then in office who are not interested persons of the Trust.
Section 12. This Plan shall not obligate the Trust or any other party to
----------
enter into an agreement with any particular person.
3
<PAGE>
EXHIBIT A
---------
Limited Volatility Bond Portfolio........................................ .30%
Bond Portfolio........................................................... .30%
Equity Income Portfolio.................................................. .30%
Value Portfolio.......................................................... .30%
Balanced Portfolio....................................................... .30%
Capital Appreciation Portfolio........................................... .30%
Small Cap Growth Portfolio............................................... .30%
4
<PAGE>
EXHIBIT A
---------
Limited Volatility Bond Portfolio..................... .30%
Bond Portfolio........................................ .30%
Equity Income Portfolio............................... .30%
Value Portfolio....................................... .30%
Balanced Portfolio.................................... .30%
Capital Appreciation Portfolio........................ .30%
Small Cap Growth Portfolio............................ .30%
Mid-Cap Growth Portfolio.............................. .30%
Amended December 10, 1993
4
<PAGE>
EXHIBIT A
---------
Intermediate (formerly, Limited Volatility) Bond Portfolio........... .30%
Bond Portfolio....................................................... .30%
Equity Income Portfolio.............................................. .30%
Large Cap Value (formerly, Value) Portfolio.......................... .30%
Balanced Portfolio................................................... .30%
Capital Appreciation Portfolio....................................... .30%
Small Cap Growth Portfolio........................................... .30%
Mid-Cap Growth Portfolio............................................. .30%
Small Cap Value Portfolio............................................ .30%
High Yield Bond Portfolio............................................ .30%
Amended September 28, 1994
4
<PAGE>
Filed Pursuant to Rule 497(c)
(File Nos. 33-9504 and 811-4878)
SEI INSTITUTIONAL MANAGED TRUST
JANUARY 31, 1995
- --------------------------------------------------------------------------------
LARGE CAP VALUE PORTFOLIO
LARGE CAP GROWTH PORTFOLIO
SMALL CAP VALUE PORTFOLIO
SMALL CAP GROWTH PORTFOLIO
MID-CAP GROWTH PORTFOLIO
CAPITAL APPRECIATION PORTFOLIO
EQUITY INCOME PORTFOLIO
BALANCED PORTFOLIO
CAPITAL GROWTH PORTFOLIO
REAL ESTATE SECURITIES PORTFOLIO
- --------------------------------------------------------------------------------
Please read this Prospectus carefully before investing, and keep it on file for
future reference.
A Statement of Additional Information dated January 31, 1995 has been filed
with the Securities and Exchange Commission and is available without charge
through the Distributor, SEI Financial Services Company, 680 East Swedesford
Road, Wayne, PA 19087 or by calling 1-800-342-5734. The Statement of Additional
Information is incorporated into this Prospectus by reference.
SEI Institutional Managed Trust (the "Trust") is a mutual fund that offers
financial institutions a convenient means of investing their own funds or funds
for which they act in a fiduciary, agency or custodial capacity in
professionally managed diversified and non-diversified portfolios of
securities. A portfolio may offer separate classes of shares that differ from
each other primarily in the allocation of certain distribution expenses and
minimum investment amounts. This Prospectus offers the Class A and/or Class B
shares of one balanced (fixed income and equity) and nine equity portfolios
(the "Portfolios" and each of these, a "Portfolio") listed above.
- --------------------------------------------------------------------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE AC-
CURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
THE TRUST'S SHARES ARE NOT DEPOSITS OR OBLIGATIONS OF, OR GUARANTEED OR
ENDORSED BY, ANY BANK. THE TRUST'S SHARES ARE NOT FEDERALLY INSURED BY THE
FEDERAL DEPOSIT INSURANCE CORPORATION, THE FEDERAL RESERVE BOARD OR ANY OTHER
GOVERNMENT AGENCY. INVESTMENT IN THE SHARES INVOLVES RISK, INCLUDING POSSIBLE
LOSS OF THE PRINCIPAL AMOUNT INVESTED.
<PAGE>
ANNUAL OPERATING EXPENSES (as a percentage of average net assets) Class A
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
LARGE CAP LARGE CAP SMALL CAP SMALL CAP MID-CAP CAPITAL EQUITY
VALUE GROWTH VALUE GROWTH GROWTH APPRECIATION INCOME
PORTFOLIO PORTFOLIO PORTFOLIO PORTFOLIO PORTFOLIO PORTFOLIO PORTFOLIO
--------- --------- --------- --------- --------- ------------ ---------
<S> <C> <C> <C> <C> <C> <C> <C>
Management Fee/Advisory
Fees (after fee waiver)
(2) 0.65% 0.70% 0.98% 0.99% 0.86% 0.75% 0.73%
12b-1 Fees (after fee
waiver and reimburse-
ments) (3) 0.05% 0.07% 0.07% 0.06% 0.08% 0.05% 0.06%
Other Expenses (after
reimbursements) (4) 0.05% 0.08% 0.05% 0.05% 0.03% 0.04% 0.03%
- --------------------------------------------------------------------------------------------------
Total Operating Expenses
(after fee waiver) (5) 0.75% 0.85% 1.10% 1.10% 0.97% 0.84% 0.82%
- --------------------------------------------------------------------------------------------------
</TABLE>
ANNUAL OPERATING EXPENSES (as a percentage of average net assets) Class A
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
BALANCED CAPITAL GROWTH REAL ESTATE SECURITIES
PORTFOLIO PORTFOLIO(1) PORTFOLIO(1)
--------- -------------- ----------------------
<S> <C> <C> <C>
Management Fee/Advisory Fees
(after fee waiver) (2) 0.59% 0.00% 0.85%
12b-1 Fees (after fee waiver
and reimbursements) (3) 0.11% 0.00% 0.06%
Other Expenses (after reim-
bursements) (4) 0.05% 0.00% 0.04%
- ------------------------------------------------------------------------------
Total Operating Expenses (af-
ter 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 Value Portfolio, .70%; Large Cap Growth Portfolio, .75%;
Small Cap Value Portfolio, 1.00%; Small Cap Growth Portfolio, 1.00%; Mid-
Cap Growth Portfolio, .95%; Capital Appreciation Portfolio, .75%; Equity
Income Portfolio, .75%; Balanced Portfolio, .75%; Capital Growth Portfolio,
.50%; and Real Estate Securities Portfolio, .95%.
(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 Value
Portfolio, .80%; Large Cap Growth Portfolio, .90%; Small Cap Value
Portfolio, 1.12%; Small Cap Growth Portfolio, 1.11%; Mid-Cap Growth
Portfolio, 1.06%; Capital Appreciation Portfolio, .84%; Equity Income
Portfolio, .84%; Balanced Portfolio, .91%; Capital Growth Portfolio, .54%;
and Real Estate Securities Portfolio, 1.05%. Additional information may be
found under "The Advisers and Sub-Advisers" and "The Manager and
Shareholder Servicing Agent."
EXAMPLE Class A
<TABLE>
- ------------------------------------------------------------------------------
<CAPTION>
1 YR. 3 YRS. 5 YRS. 10 YRS.
------ ------ ------ -------
<S> <C> <C> <C> <C>
An investor in a Portfolio would pay the follow-
ing expenses on a $1,000 investment assuming
(1) 5% annual return and (2) redemption at the
end of each time period:
Large Cap Value Portfolio $ 8.00 $24.00 $42.00 $ 93.00
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 Growth Portfolio $10.00 $31.00 $54.00 $119.00
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").
<PAGE>
ANNUAL OPERATING EXPENSES (as a percentage of average net assets) Class B
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
LARGE CAP LARGE CAP SMALL CAP SMALL CAP MID-CAP CAPITAL EQUITY
VALUE GROWTH VALUE GROWTH GROWTH APPRECIATION INCOME
PORTFOLIO PORTFOLIO PORTFOLIO PORTFOLIO PORTFOLIO PORTFOLIO PORTFOLIO
--------- --------- --------- --------- --------- ------------ ---------
<S> <C> <C> <C> <C> <C> <C> <C>
Management Fee/Advisory
Fees (after fee waiver)
(1) 0.65% 0.70% 0.98% 0.99% 0.86% 0.75% 0.73%
12b-1 Fees (2) 0.35% 0.37% 0.37% 0.36% 0.38% 0.35% 0.36%
Other Expenses (3) 0.05% 0.08% 0.05% 0.05% 0.03% 0.04% 0.03%
- --------------------------------------------------------------------------------------------------
Total Operating Expenses
(after fee waiver) (4) 1.05% 1.15% 1.40% 1.40% 1.27% 1.14% 1.12%
- --------------------------------------------------------------------------------------------------
</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) (1) 0.59%
12b-1 Fees (2) 0.41%
Other Expenses (after reimbursements) (3) 0.05%
- --------------------------------------------------------------
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 Value Portfolio, .70%; Large Cap Growth Portfolio, .75%;
Small Cap Value Portfolio, 1.00%; Small Cap Growth Portfolio, 1.00%; Mid-
Cap Growth Portfolio, .95%; Capital Appreciation Portfolio, .75%; Equity
Income Portfolio, .75%; and Balanced Portfolio, .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, 1.10%; Large Cap Growth Portfolio, 1.20%; Small Cap Value
Portfolio, 1.42%; Small Cap Growth Portfolio, 1.41%; Mid-Cap Growth
Portfolio, 1.36%; Capital Appreciation Portfolio, 1.14%; Equity Income
Portfolio, 1.14%; and Balanced Portfolio, 1.21%. Additional information may
be found under "The Advisers and Sub-Advisers" and "The Manager and
Shareholder Servicing Agent."
EXAMPLE Class B
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
1 YR. 3 YRS. 5 YRS. 10 YRS.
------ ------ ------ -------
<S> <C> <C> <C> <C>
An investor in a Portfolio would pay the follow-
ing expenses on a $1,000 investment assuming
(1) 5% annual return and (2) redemption at the
end of each time period:
Large Cap Value Portfolio $11.00 $33.00 $58.00 $128.00
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 Growth Portfolio $13.00 $40.00 $70.00 $153.00
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 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 B shares of the Portfolios. The information set
forth 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").
<PAGE>
THE TRUST ______________________________________________________________________
SEI INSTITUTIONAL MANAGED TRUST (the "Trust") is an open-end management
investment company that has diversified and non-diversified portfolios. The
Trust offers units of beneficial interest ("shares") in separate investment
portfolios. Certain portfolios have three separate classes of shares, Class A,
Class B and ProVantage Funds, which provide for variations in distribution and
transfer agent costs, sales charges, voting rights and dividends. This
prospectus offers Class A and B shares of the Trust's Large Cap Value, Large
Cap Growth, Small Cap Value, Small Cap Growth, Mid-Cap Growth, Capital
Appreciation, Equity Income and Balanced Portfolios and Class A shares of the
Trust's Capital Growth and Real Estate Securities Portfolios (the "Portfolios"
and each of these, a "Portfolio"). Additional information pertaining to the
Trust may be obtained in writing from SEI Financial Services Company, 680 East
Swedesford Road, Wayne, PA 19087 or by calling 1-800-342-5734.
INVESTMENT
OBJECTIVES AND
POLICIES _______________________________________________________________________
LARGE CAP VALUE The investment objective of the Large Cap Value Portfolio is
PORTFOLIO long-term growth of capital and income. There is no
assurance that the Portfolio will achieve its investment
objective.
The Portfolio invests primarily in a diversified
portfolio of high quality, income producing common stocks
which, in the advisers' opinion, are undervalued in the
marketplace at the time of purchase. In general, the
advisers characterize high quality securities as those that
have above-average returns-on-equity and above average
reinvestment rates relative to the stock market in general
as measured by the S&P Barra/Value Index. The advisers also
consider other factors, such as earnings and dividend growth
prospects as well as industry outlook and market share.
Under normal conditions, the Portfolio will invest at least
65% of its total assets in common stocks of companies with a
market capitalization of at least $1 billion.
Under normal circumstances the Portfolio, to the extent
not invested in the securities described above, may invest
in investment grade bonds. Investment grade bonds include
securities rated BBB by Standard & Poor's Corporation (S&P")
or Baa by Moody's Investors Service, Inc. (Moody's), which
may be regarded as having speculative characteristics.
The Portfolio's investment adviser is SEI Financial
Management Corporation and its investment sub-advisers are
LSV Asset Management, Mellon Equity Associates and Merus
Capital Management.
LARGE CAP The investment objective of the Large Cap Growth Portfolio
GROWTH is capital appreciation. There is no assurance that the
PORTFOLIO Portfolio will achieve its investment objective.
Under normal conditions, the Portfolio will invest at
least 65% of its total assets in equity securities of large
companies (i.e., companies with market capitalizations of
more than $1 billion). The Portfolio's advisers will
generally select securities of issuers believed to possess
significant growth potential. Any remaining assets may be
invested in fixed income securities or in equity securities
of smaller companies that the Portfolio's advisers
<PAGE>
advisory fee. The Large Cap Growth and Small Cap Value
Portfolios had not commenced operations as of the fiscal
year ended September 30, 1994.
SUNBANK CAPITAL SunBank Capital Management, N.A. ("SunBank") serves as
MANAGEMENT, investment adviser for the Capital Appreciation, Balanced
N.A. and Capital Growth Portfolios. SunBank was established in
1934 and is owned by SunBank, Inc., a wholly-owned
subsidiary of Sun Trust Banks, Inc., a bank holding company.
As of September 30, 1994, SunBank had discretionary
management authority with respect to approximately $11.75
billion of assets. The principal business address of SunBank
is P.O. Box 3808, Orlando, Florida 32802,
Anthony R. Gray is Chairman and Chief Investment Officer
of SunBank since 1987, and has managed the Capital
Appreciation and Balanced Portfolios since their inception.
Mr. Gray joined SunBank in 1979 as Director of Research of
the Trust Investment Division.
John D. Race is President of SunBank and has managed the
Balanced Portfolio since its inception.
Thomas Edgar is Senior Vice President of SunBank since
1990, and has managed the Capital Growth Portfolio since its
inception. Prior to joining SunBank, Mr. Edgar served as
Senior Vice President of First Union Bank from 1988 to 1990.
SunBank is entitled to a fee, which is calculated daily
and paid monthly, at an annual rate of .25% of the Capital
Appreciation and Balanced Portfolios' average daily net
assets. For the fiscal year ended September 30, 1994, each
Portfolio paid SunBank an advisory fee of .25% of its
average daily net assets. SunBank is not paid a fee for
providing advisory services to the Capital Growth Portfolio.
DISTRIBUTION ___________________________________________________________________
SEI Financial Services Company (the "Distributor"), a
wholly-owned subsidiary of SEI, serves as each Portfolio's
distributor pursuant to a distribution agreement (the
"Distribution Agreement") with the Trust. Each Portfolio has
a distribution plan for its shares (the "Class A Plan,"
"Class B Plan" and/or the "ProVantage Plan;" collectively,
the "Plans") pursuant to Rule 12b-1 under 1940 Act. The
Trust intends to operate the Plans in accordance with their
terms and with the NASD rules concerning sales charges.
The Distribution Agreement and the Plans provide for
reimbursement for expenses incurred by the Distributor in an
amount not to exceed .30% of the average daily net assets of
each Portfolio on an annualized basis, provided those
expenses are permissible as to both type and amount under a
budget adopted by the Board of Trustees, including those
Trustees who are not interested persons and have no
financial interest in the Plans or any related agreement
("Qualified Trustees"). The Class B and ProVantage Plans
also provide for additional payments for distribution and
shareholder services as described below.
<PAGE>
Distribution-related expenses reimbursable to the
Distributor under the budget include those related to the
costs of advertising and sales materials, the costs of
federal and state securities law registration, advertising
expenses and promotional and sales expenses including
expenses for travel, communication and compensation and
benefits for sales personnel. The Trust is not obligated to
reimburse the Distributor for any expenditures in excess of
the approved budget. Currently the budget (shown here as a
percentage of daily net assets) for each Portfolio is as
follows: Large Cap Value Portfolio, 0.05%; Large Cap Growth
Portfolio, 0.07%; Small Cap Value Portfolio, 0.07%, Small
Cap Growth Portfolio, 0.06%; Mid-Cap Growth Portfolio,
0.08%; Capital Appreciation Portfolio, 0.05%; Equity Income
Portfolio, 0.06%; Balanced Portfolio, 0.11%; and Real Estate
Securities Portfolio, 0.06%. SFM has voluntarily agreed to
waive its fee and to reimburse the Capital Growth Portfolio
for its expenses in order to limit the operating expenses of
the Portfolio to not more than 0.00% on an annualized basis.
Distribution expenses not attributable to a specific
portfolio are allocated among each of the portfolios of the
Trust based on average net assets.
The Class B Plan, in addition to providing for the
reimbursement payments described above, provides for
payments to the Distributor at an annual rate of .30% of the
Portfolio's average daily net assets attributable to Class B
shares. These additional payments are characterized as
"compensation," and are not directly tied to expenses
incurred by the Distributor; the payments the Distributor
receives during any year may therefore be higher or lower
than its actual expenses. This additional payment may be
used to compensate financial institutions that provide
distribution-related services to their customers.
The ProVantage Plan is similar to the Class B Plan
described above, but applies only to ProVantage Funds
shareholders.
It is possible that an institution may offer different
classes of shares to its customers and thus receive
different compensation with respect to different classes.
These financial institutions may also charge separate fees
to their customers.
The Trust may also execute brokerage or other agency
transactions through the Distributor for which the
Distributor may receive usual and customary compensation.
In addition, the Distributor may, from time to time in
its sole discretion, institute one or more promotional
incentive programs, which will be paid by the Distributor
from the sales charge it receives or from any other source
available to it. Under any such program, the Distributor
will provide promotional incentives, in the form of cash or
other compensation, including merchandise, airline vouchers,
trips and vacation packages, to all dealers selling shares
of the Portfolios. Such promotional incentives will be
offered uniformly to all dealers and predicated upon the
amount of shares of the Portfolios sold by the dealer.
<PAGE>
PURCHASE AND REDEMPTION OF SHARES ______________________________________________
Financial institutions may acquire Class A and/or Class B
shares of the Portfolios for their own accounts or as record
owner on behalf of fiduciary, agency or custody accounts by
placing orders with SFM. Institutions that use certain SEI
proprietary systems may place orders electronically through
those systems. State securities laws may require banks and
financial institutions purchasing shares for their customers
to register as dealers pursuant to state laws. Financial
institutions may impose an earlier cut-off time for receipt
of purchase orders directed through them to allow for
processing and transmittal of these orders to SFM for
effectiveness the same day. Financial institutions that
purchase shares for the accounts of their customers may
impose separate charges on these customers for account
services. Shares of the Portfolios are offered only to
residents of states in which the shares are eligible for
purchase.
Shares of each Portfolio may be purchased or redeemed on
days on which the New York Stock Exchange is open for
business ("Business Days").
Shareholders who desire to purchase shares for cash must
place their orders with SFM prior to 4:00 p.m. Eastern time
on any Business Day for the order to be accepted on that
Business Day. Cash investments must be transmitted or
delivered in federal funds to the wire agent on the next
Business Day following the day the order is placed. The
Trust reserves the right to reject a purchase order when the
Distributor determines that it is not in the best interest
of the Trust or its shareholders to accept such purchase
order.
Purchases will be made in full and fractional shares of
the Portfolios calculated to three decimal places. The Trust
will send shareholders a statement of shares owned after
each transaction. The purchase price of shares is the net
asset value next determined after a purchase order is
received and accepted by the Trust. The net asset value per
share of each Portfolio is determined by dividing the total
market value of a Portfolio's investment and other assets,
less any liabilities, by the total outstanding shares of
that Portfolio. Net asset value per share is determined
daily as of 4:00 p.m. Eastern time on any Business Day.
The market value of each portfolio security is obtained
by SFM from an independent pricing service. Securities
having maturities of 60 days or less at the time of purchase
will be valued using the amortized cost method (described in
the Statement of Additional Information). The pricing
service relies primarily on prices of actual market
transactions as well as trader quotations. However, the
pricing service may use a matrix system to determine
valuations of equity and fixed income securities. This
system considers such factors as security prices, yields,
maturities, call features, ratings and developments relating
to specific securities in arriving at valuations. The
procedures used by the pricing service and its valuations
are reviewed by the officers of the Trust under the general
supervision of the Trustees.
Shareholders who desire to redeem shares of the
Portfolios must place their redemption orders with SFM prior
to 4:00 p.m. Eastern time on any Business Day. The
<PAGE>
redemption price is the net asset value per share of the
Portfolio next determined after receipt by SFM of the
redemption order. Payment on redemption will be made as
promptly as possible and, in any event, within seven days
after the redemption order is received.
Purchase and redemption orders may be placed by
telephone. Neither the Trust nor SFM will be responsible for
any loss, liability, cost or expense for acting upon wire
instructions or upon telephone instructions that it
reasonably believes to be genuine. The Trust and SFM will
each employ reasonable procedures to confirm that
instructions communicated by telephone are genuine,
including requiring a form of personal identification prior
to acting upon instructions received by telephone and
recording telephone instructions.
If market conditions are extraordinarily active, or other
extraordinary circumstances exist, and shareholders
experience difficulties placing redemption orders by
telephone, shareholders may wish to consider placing their
order by other means.
PERFORMANCE ____________________________________________________________________
From time to time, a Portfolio may advertise yield and total
return. These figures will be based on historical earnings
and are not intended to indicate future performance. No
representation can be made concerning actual yield or future
returns. The yield of a Portfolio refers to the income
generated by a hypothetical investment, net of any sales
charge imposed in the case of some of the ProVantage Funds
shares, in such Portfolio over a thirty day period. This
income is then "annualized," i.e., the income over thirty
days is assumed to be generated over one year and is shown
as a percentage of the investment.
The total return of a Portfolio refers to the average
compounded rate of return on a hypothetical investment for
designated time periods, assuming that the entire investment
is redeemed at the end of each period and assuming the
reinvestment of all dividend and capital gain distributions.
The performance of Class A shares will normally be higher
than for Class B shares and ProVantage Fund shares because
of the additional distribution expenses charged to Class B
shares and additional distribution expenses, transfer agency
expenses and sales charges (when applicable) charged to
ProVantage Funds shares.
A Portfolio may periodically compare its performance to
that of other mutual funds tracked by mutual fund rating
services (such as Lipper Analytical) or by financial and
business publications and periodicals, broad groups of
comparable mutual funds, unmanaged indices which may assume
investment of dividends but generally do not reflect
deductions for administrative and management costs or to
other investment alternatives. A Portfolio may quote
Morningstar, Inc., a service that ranks mutual funds on the
basis of risk-adjusted performance. A Portfolio may use
long-term performance of these capital markets to
demonstrate general long-term risk versus reward scenarios
and could include the value of a hypothetical investment in
any of the capital markets. A Portfolio may also
<PAGE>
Filed Pursuant to Rule 497(c)
(File Nos. 33-9504 and 811-4878)
PROSPECTUS
JANUARY 31, 1995
- --------------------------------------------------------------------------------
LARGE CAP VALUE PORTFOLIO
LARGE CAP GROWTH PORTFOLIO
SMALL CAP VALUE PORTFOLIO
SMALL CAP GROWTH PORTFOLIO
MID-CAP GROWTH PORTFOLIO
CAPITAL APPRECIATION PORTFOLIO
EQUITY INCOME PORTFOLIO
BALANCED PORTFOLIO
- --------------------------------------------------------------------------------
Please read this Prospectus carefully before investing, and keep it on file for
future reference. It contains information that can help you decide if a
Portfolio's investment goals match your own.
A Statement of Additional Information (SAI) dated January 31, 1995 has been
filed with the Securities and Exchange Commission and is available without
charge through the Distributor, SEI Financial Services Company, 680 East
Swedesford Road, Wayne, PA 19087 or by calling 1-800-437-6016. The Statement of
Additional Information is incorporated into this Prospectus by reference.
SEI Institutional Managed Trust (the "Trust") is a mutual fund that offers
shareholders a convenient means of investing their funds in one or more
professionally managed diversified and non-diversified portfolios of
securities. The Large Cap Value, Large Cap Growth, Small Cap Value, Small Cap
Growth, Mid-Cap Growth, Capital Appreciation, Equity Income and Balanced
Portfolios, investment portfolios of the Trust, offer three classes of shares,
Class A shares, Class B shares and ProVantage Funds shares. ProVantage Funds
shares differ from Class A and Class B shares primarily in the imposition of
sales charges and the allocation of certain distribution expenses and transfer
agent fees. ProVantage Funds shares are available through SEI Financial
Services Company (the Trust's distributor) and through participating broker-
dealers, financial institutions and other organizations. This Prospectus offers
the ProVantage Funds shares of one balanced (fixed income and equity) and seven
equity portfolios (the "Portfolios" and each of these a "Portfolio") listed
above.
- --------------------------------------------------------------------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION, NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS
A CRIMINAL OFFENSE.
THE TRUST'S SHARES ARE NOT DEPOSITS OR OBLIGATIONS OF, OR GUARANTEED OR
ENDORSED BY, ANY BANK. THE TRUST'S SHARES ARE NOT FEDERALLY INSURED BY THE
FEDERAL DEPOSIT INSURANCE CORPORATION, THE FEDERAL RESERVE BOARD OR ANY OTHER
GOVERNMENT AGENCY. INVESTMENT IN THE SHARES INVOLVES RISK, INCLUDING POSSIBLE
LOSS OF THE PRINCIPAL AMOUNT INVESTED.
<PAGE>
SHAREHOLDER TRANSACTION EXPENSES (as a percentage of offering price)
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
LARGE LARGE SMALL SMALL
CAP CAP CAP CAP MID-CAP CAPITAL EQUITY
VALUE GROWTH VALUE GROWTH GROWTH APPRECIATION INCOME BALANCED
PORTFOLIO PORTFOLIO PORTFOLIO PORTFOLIO PORTFOLIO PORTFOLIO PORTFOLIO PORTFOLIO
--------- --------- --------- --------- --------- ------------ --------- ---------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Maximum Sales Charge Im-
posed on Purchases 5.00% 5.00% 5.00% 5.00% 5.00% 5.00% 5.00% 5.00%
Maximum Sales Charge Im-
posed on Reinvested Div-
idends None None None None None None None None
Redemption Fees (1) None None None None None None None None
</TABLE>
ANNUAL OPERATING EXPENSES (as a percentage of average net assets)
- --------------------------------------------------------------------------------
<TABLE>
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Management/Advisory Fees
(after fee waiver) (2) .65% .70% .98% .99% .86% .75% .73% .59%
12b-1 Fees (3) .30% .32% .32% .31% .33% .30% .31% .36%
Other Expenses (4) .20% .23% .20% .20% .18% .19% .18% .20%
- ------------------------------------------------------------------------------------------------------------
Total Operating Expenses
(after fee waiver) (5) 1.15% 1.25% 1.50% 1.50% 1.37% 1.24% 1.22% 1.15%
- ------------------------------------------------------------------------------------------------------------
</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 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 waiver, management/advisory fees would
be: Large Cap Value Portfolio, .70%; Large Cap Growth Portfolio, .75%;
Small Cap Value Portfolio, 1.00%; Small Cap Growth Portfolio, 1.00%; Mid-
Cap Growth Portfolio, .95%; Capital Appreciation Portfolio, .75%; Equity
Income Portfolio, .75%; and Balanced Portfolio, .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, 1.20%;
Large Cap Growth Portfolio, 1.35%; Small Cap Value Portfolio, 1.57%; Small
Cap Growth Portfolio, 1.51%; Mid-Cap Growth Portfolio 1.46%; Capital
Appreciation Portfolio, 1.24%; Equity Income Portfolio, 1.24%; and Balanced
Portfolio, 1.31%.
EXAMPLE
<TABLE>
- ------------------------------------------------------------------------------
<CAPTION>
1 YR. 3 YRS. 5 YRS. 10 YRS.
------ ------ ------- -------
<S> <C> <C> <C> <C>
An investor in a Portfolio would pay the fol-
lowing expenses on a $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 $61.00 $85.00 $110.00 $183.00
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 Growth Portfolio $63.00 $91.00 $121.00 $206.00
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").
<PAGE>
John D. Race is President of SunBank and has managed the
Balanced Portfolio since its inception.
SunBank is entitled to a fee, which is calculated daily
and paid monthly, at an annual rate of .25% of the Capital
Appreciation and Balanced Portfolios' average daily net
assets. For the fiscal year ended September 30, 1994, each
Portfolio paid SunBank an advisory fee of .25% of its
average daily net assets.
DISTRIBUTION ___________________________________________________________________
SEI Financial Services Company (the "Distributor"), a
wholly-owned subsidiary of SEI, serves as each Portfolio's
distributor pursuant to a distribution agreement (the
"Distribution Agreement") with the Trust. Each Portfolio has
a distribution plan for its shares (the "Class A Plan,"
"Class B Plan" and the "ProVantage Plan;" collectively, "the
Plans") pursuant to Rule 12b-1 under the 1940 Act. The Trust
intends to operate the Plans in accordance with their terms
and with the NASD rules concerning sales charges.
The Distribution Agreement and the Plans provide for
reimbursement for expenses incurred by the Distributor in an
amount not to exceed .30% of the average daily net assets of
each Portfolio on an annualized basis, provided those
expenses are permissible as to both type and amount under a
budget, adopted by the Board of Trustees, including those
Trustees who are not interested persons and have no
financial interest in the Plans or any related agreement
("Qualified Trustees"). The Class B and ProVantage Plans
provide for additional payments for distribution and
shareholder services as described below.
Distribution-related expenses reimbursable to the
Distributor under the budget include those related to the
costs of advertising and sales materials, the costs of
federal and state securities law registration, advertising
expenses and promotional and sales expenses including
expenses for travel, communication and compensation and
benefits for sales personnel. The Trust is not obligated to
reimburse the Distributor for any expenditures in excess of
the approved budget. Currently the budget (shown here as a
percentage of daily net assets) for each Portfolio is as
follows: Large Cap Value Portfolio, .05%; Large Cap Growth
Portfolio, .07%; Small Cap Value Portfolio, .07%; Small Cap
Growth Portfolio, .06%; Mid-Cap Growth Portfolio, .08%;
Capital Appreciation Portfolio, .05%; Equity Income
Portfolio, .06%; and Balanced Portfolio, .11%. Distribution
expenses not attributable to a specific portfolio are
allocated among each of the portfolios of the Trust based on
average net assets.
The ProVantage Plan, in addition to providing for the
reimbursement payments described above, provides for
payments to the Distributor at an annual rate of .30% of the
Portfolio's average daily net assets attributable to
ProVantage Funds shares. This additional payment may be used
to compensate financial institutions that provide
distribution-related services to their customers. These
additional payments are characterized as "compensation," and
are not directly tied to expenses incurred by the
Distributor; the payments the Distributor receives during
any year may therefore be higher or lower than its actual
expenses.
<PAGE>
These additional payments may be used to compensate the
Distributor for its services in connection with distribution
assistance or provision of shareholder services, and some or
all of it may be used to pay financial institutions and
intermediaries such as banks, savings and loan associations,
insurance companies, and investment counselors, broker-
dealers and the Distributor's affiliates and subsidiaries
for services or reimbursement of expenses incurred in
connection with distribution assistance or provision of
shareholder services. If the Distributor's expenses are less
than its fees under the ProVantage Plan, the Trust will
still pay the full fee and the Distributor will realize a
profit, but the Trust will not be obligated to pay in excess
of the full fee, even if the Distributor's actual expenses
are higher. Currently the Distributor is taking this
additional compensation payment under the ProVantage Plan at
a rate of only .25% of each Portfolio's average daily net
assets, on an annualized basis, attributable to ProVantage
Funds shares.
The Class B Plan is similar to the ProVantage Plan
described above except that for each Portfolio, the Class B
Plan provides for additional payments to the Distributor of
.30% and it applies only to Class B shares. It is possible
that an institution may offer different classes of shares to
its customers and thus receive different compensation with
respect to different classes. These financial institutions
may also charge separate fees to their customers.
The Trust may also execute brokerage or other agency
transactions through the Distributor for which the
Distributor may receive usual and customary compensation.
In addition, the Distributor may, from time to time in
its sole discretion, institute one or more promotional
incentive programs, which will be paid by the Distributor
from the sales charge it receives or from any other source
available to it. Under any such program, the Distributor
will provide promotional incentives, in the form of cash or
other compensation, including merchandise, airline vouchers,
trips and vacation packages, to all dealers selling shares
of the Portfolios. Such promotional incentives will be
offered uniformly to all dealers and predicated upon the
amount of shares of the Portfolios sold by the dealer.
PERFORMANCE ____________________________________________________________________
From time to time, a Portfolio may advertise yield and total
return. These figures will be based on historical earnings
and are not intended to indicate future performance. No
representation can be made concerning actual yield or future
returns. The yield of a Portfolio refers to the income
generated by a hypothetical investment, net of any sales
charge imposed in the case of some of the ProVantage Funds
shares, in such Portfolio over a thirty day period. This
income is then "annualized," i.e., the income over thirty
days is assumed to be generated over one year and is shown
as a percentage of the investment.
The total return of a Portfolio refers to the average
compounded rate of return on a hypothetical investment for
designated time periods, assuming that the entire investment
is redeemed at the end of each period and assuming the
reinvestment of all dividend and capital gain distributions.
<PAGE>
Dividends and capital gains of each Portfolio are paid on
a per-share basis. The value of each share will be reduced
by the amount of any such payment. If shares are purchased
shortly before the record date for a dividend or capital
gains distributions, a shareholder will pay the full price
for the share and receive some portion of the price back as
a taxable dividend or distribution.
The dividends on ProVantage Funds shares will normally be
lower than on Class A and Class B shares of a Portfolio
because of the additional distribution and transfer agent
expenses charged to ProVantage Funds shares.
Counsel and Morgan, Lewis & Bockius serves as counsel to the Trust.
Independent Price Waterhouse LLP serves as the independent accountants
Accountants of the Trust.
Custodian and CoreStates Bank, N.A., Broad and Chestnut Streets, P.O. Box
Wire Agent 7618, Philadelphia, PA 19101 (the "Custodian"), acts as
custodian of the Trust's assets. The Custodian holds cash,
securities and other assets of the Trust as required by the
1940 Act.
DESCRIPTION OF
PERMITTED
INVESTMENTS AND
RISK FACTORS ___________________________________________________________________
The following is a description of the permitted investment
practices for the Portfolios, and the associated risk
factors:
American ADRs are securities, typically issued by U.S. financial
Depositary institution (a "depositary"), that evidence ownership
Receipts interests in a security or a pool of securities issued by a
("ADRs") foreign issuer and deposited with the depositary. ADRs may
be available through "sponsored" or "unsponsored"
facilities. A sponsored facility is established jointly by
the issuer of the security underlying the receipt and a
depositary, whereas an unsponsored facility may be
established by a depositary without participation by the
issuer of the underlying security.
Holders of unsponsored depositary receipts generally bear
all the costs of the unsponsored facility. The depositary of
an unsponsored facility frequently is under no obligation to
distribute shareholder communications received from the
issuer of the deposited security or to pass through, to the
holders of the receipts, voting rights with respect to the
deposited securities. ADRs that are not listed or traded on
an exchange can be purchased over the counter. Prices for
such ADRs are determined by the market makers. The Large Cap
Growth and Small Cap Value Portfolios may invest in ADRs.
Bankers' Bankers' acceptances are bills of exchange or time drafts
Acceptances drawn on and accepted by a commercial bank. Bankers'
acceptances are used by corporations to finance the shipment
and storage of goods. Maturities are generally six months or
less. All Portfolios may invest in bankers' acceptances.
Certificates of Certificates of deposit are interest bearing instruments
Deposit with a specific maturity. They are issued by banks and
savings and loan institutions in exchange for the deposit of
funds and
<PAGE>
Ms. Krauss then reported that the recently effective new prospectus for the
SEI Institutional Managed Trust discloses that, subject to regulatory approvals,
the Trust will issue new Class B Units which will have the type of distribution
plan described above. Accordingly, she requested Board approval in order to
adopt such a plan with respect to Class B Units of this Trust. Whereupon, upon
motions duly made and seconded, it was unanimously
VOTED: That as of January 30 a second class be added to each
- ----- portfolio (the "Portfolios") of the Trust with a
distribution plan that provides for reimbursement of
direct expenses and provides that payments be made to
unitholders which provide administrative services.
FURTHER That the Distribution Plan for Class B presented to
VOTED: this meeting, be and it hereby is approved for the
- ----- Portfolios in accordance with Rule 12b-1 under the
Investment Company Act of 1940; provided, however, that
such approval shall not be effective unless said Plan
shall have been approved by a majority of the
outstanding units of beneficial interest of Class B of
each Portfolio following the initial issuance of units
of Class B.
FURTHER That in accordance with the Distribution Plan for Class
VOTED: B, and for so long as such Plan is in effect, the
- ----- selection and nomination of non-interested Trustees
shall be committed to such non-interested Trustees as
are then serving on the Board.
<PAGE>
Ms. Lawers then reviewed with the Trustees the proposed retail classes
that had been previously discussed. Whereupon, upon motion duly made and
seconded, the following resolution was unanimously adopted
SEI LIQUID ASSET TRUST
SEI CASH+PLUS TRUST
SEI INSTITUTIONAL MANAGED TRUST
SEI INTERNATIONAL TRUST
SEI TAX EXEMPT TRUST
WHEREAS, on December 24, 1990 the Securities and Exchange Commission granted an
order exempting mutual funds administered or distributed by SEI now or in the
future from Sections 18(f), 18(g), and 18(i) of the Investment Company Act of
1940 to permit such funds to sell five classes of shares with different
distribution arrangements; and
WHEREAS, said exemptive order requires that the Board of Trustees of each Trust,
including a majority of the non-interested Trustees, approve the offering of
different classes of shares only after a determination that multiple classes is
in the best interest of each Trust and its Shareholders;
WHEREAS, it is in the best interest of the shareholders of each Trust that a
retail class of shares be distributed;
NOW THEREFORE, be it
VOTED: That based upon information presented to this Board of Trustees, the
Trustees, including a majority of the non-interested Trustees, have
determined that a retail class system for distribution of shares of
each Trust is in the best interests of each Trust and its
shareholders.
FURTHER
VOTED: That the form of Distribution Plan for Retail Class be, and it
hereby is, adopted by each Trust in accordance with Rule 12b-1 under
the Investment Company Act of 1940.
FURTHER
VOTED: That the Board of Trustees must receive and review quarterly
statements detailing the amounts paid by each Trust under its Rule
12b-1 Plan for Retail Class shares and under related Servicing
Agreements.
FURTHER
VOTED: That the Advisor and the Distributor shall report to the Board of
Trustees any material conflicts of interest that develop between
classes of shares of each Trust.
FURTHER
VOTED: That the form of the Retail Transfer Agent Agreement be, and it
hereby is, adopted by each Trust.
<PAGE>
SEI INSTITUTIONAL MANAGED TRUST
SEI CASH+PLUS TRUST
SEI TAX EXEMPT TRUST
SEI LIQUID ASSET TRUST
SEI INTERNATIONAL TRUST
VOTED: That the modified form of each Distribution Plan for the ProVantage
Funds be, and each hereby is, adopted by each Trust in accordance
with Rule 12b-1 under the Investment Company Act of 1940.
