<PAGE>
SEI INSTITUTIONAL MANAGED TRUST
Small Cap Growth Portfolio
Large Cap Value Portfolio
Balanced Portfolio
Class D
Supplement dated April 11, 1995 to
Prospectus dated January 31, 1995
On April 24, 1995, Shareholders of the Small Cap Growth Portfolio (the
"Portfolio") will be asked to approve an investment advisory agreement with P.B.
Newco, Inc. ("P.B. Newco"). Shareholders are required to consider this
investment advisory agreement as a result of a proposed transaction whereby
United Asset Management ("UAM") will acquire all of the assets of Pilgrim Baxter
& Associates Ltd. ("Pilgrim Baxter"), the current advisor of the Portfolio. UAM
would then contribute such assets to P.B. Newco which would carry on the
business of Pilgrim Baxter under Pilgrim Baxter's current name. This
transaction by law will operate to cause the termination of the Portfolio's
current investment advisory agreement with Pilgrim Baxter.
The same persons who are presently responsible for the investment of the
Portfolio's assets will continue to manage the Portfolio. There will be no
changes in Pilgrim Baxter's method of operation or the location where it
conducts its business. The fees payable under the new advisory agreement will
be the same as those charged under the current agreement.
____________________________________
The second sentence of the second paragraph under the "Investment Objectives and
Policies - Large Cap Value Portfolio" section of the prospectus on page 13, is
amended and restated to read as follows:
In general, the advisers characterize high quality securities as those that have
above-average reinvestment rates.
____________________________________
The following information is inserted under the "General Information - The
Trust" section of the prospectus on page 37:
Certain shareholders in one or more of the Portfolios may obtain asset
allocation services with respect to their investments in such Portfolios. If a
sufficient amount of a Portfolio's assets are subject to such asset allocation
services, the Portfolio may incur higher transaction costs and a higher
portfolio turnover rate than would otherwise be anticipated as a result of
redemptions and purchases of Portfolio shares pursuant to such services.
____________________________________
The following should be read in conjunction with the information found under
"The Advisers and Sub-Advisers - Sunbank Capital Management" section of the
prospectus on page 29:
Effective April 4, 1995, John Race no longer serves as a portfolio manager to
the Balanced Portfolio.
PLEASE RETAIN THIS SUPPLEMENT FOR FUTURE REFERENCE
PRO-A-023-02
<PAGE>
SEI INSTITUTIONAL MANAGED TRUST
Small Cap Growth Portfolio
Large Cap Value Portfolio
Balanced Portfolio
Supplement dated April 11, 1995 to
Prospectus dated January 31, 1995
On April 24, 1995, Shareholders of the Small Cap Growth Portfolio (the
"Portfolio") will be asked to approve an investment advisory agreement with P.B.
Newco, Inc. ("P.B. Newco"). Shareholders are required to consider this
investment advisory agreement as a result of a proposed transaction whereby
United Asset Management ("UAM") will acquire all of the assets of Pilgrim Baxter
& Associates Ltd. ("Pilgrim Baxter"), the current advisor of the Portfolio. UAM
would then contribute such assets to P.B. Newco which would carry on the
business of Pilgrim Baxter under Pilgrim Baxter's current name. This
transaction by law will operate to cause the termination of the Portfolio's
current investment advisory agreement with Pilgrim Baxter.
The same persons who are presently responsible for the investment of the
Portfolio's assets will continue to manage the Portfolio. There will be no
changes in Pilgrim Baxter's method of operation or the location where it
conducts its business. The fees payable under the new advisory agreement will
be the same as those charged under the current agreement.
____________________________________
The second sentence of the second paragraph under the "Investment Objectives and
Policies - Large Cap Value Portfolio" section of the prospectus on page 11, is
amended and restated to read as follows:
In general, the advisers characterize high quality securities as those that have
above-average reinvestment rates.
____________________________________
The following information is inserted under the "General Information - The
Trust" section of the prospectus on page 34:
Certain shareholders in one or more of the Portfolios may obtain asset
allocation services with respect to their investments in such Portfolios. If a
sufficient amount of a Portfolio's assets are subject to such asset allocation
services, the Portfolio may incur higher transaction costs and a higher
portfolio turnover rate than would otherwise be anticipated as a result of
redemptions and purchases of Portfolio shares pursuant to such services.
____________________________________
The following should be read in conjunction with the information found under
"The Advisers and Sub-Advisers - Sunbank Capital Management" section of the
prospectus on page 29:
Effective April 4, 1995, John Race no longer serves as a portfolio manager to
the Balanced Portfolio.
PLEASE RETAIN THIS SUPPLEMENT FOR FUTURE REFERENCE
SEI-A-101-01
