<PAGE> 1
SEI INSTITUTIONAL MANAGED TRUST
LARGE CAP GROWTH PORTFOLIO
SUPPLEMENT DATED MAY 6, 1996
TO THE CLASS A PROSPECTUS
DATED JANUARY 31, 1996
THIS SUPPLEMENT PROVIDES NEW AND ADDITIONAL INFORMATION BEYOND THAT CONTAINED
IN THE PROSPECTUS, AND SHOULD BE READ IN CONJUNCTION WITH SUCH PROSPECTUS.
The Board of Trustees of SEI Institutional Managed Trust (the "Trust"),
including all of the Trustees who are not "interested persons" of the Trust,
have approved the appointment of Provident Investment Counsel, Inc.
("Provident") as an additional investment sub-adviser to the Trust's Large Cap
Growth Portfolio (the "Portfolio"), effective May 6, 1996. The appointment of
Provident as investment sub-adviser to the Portfolio will not require
shareholder approval. This procedure for adding or replacing sub-advisers was
approved by the Portfolio's Shareholders at a Special Meeting of Shareholders
held on June 16, 1995, and was authorized by an exemptive order issued to the
Trust by the Securities and Exchange Commission on April 29, 1996.
In evaluating Provident, the Trustees received written and oral information
from both SFM and Provident. SFM recommended the selection of Provident and
reviewed the considerations and the search process that had led to the
recommendation. The Trustees also met with representatives of Provident and
considered information about key personnel, investment philosophy and process
and performance track record, among other factors. In appointing Provident,
the Trustees carefully evaluated: (1) the fee and expense ratios of comparable
mutual funds; (2) the nature and quality of the services expected to be
rendered to the Portfolio by Provident; (3) the distinct investment objective
and policies of the Portfolio; (4) the history, reputation, qualification and
background of Provident's personnel and its financial condition; (5) its
performance record; and (6) other factors deemed relevant. The Trustees also
reviewed the fees to be paid to Provident in comparison to those being charged
in the relevant segment of the mutual fund business, including any benefits
received by Provident or its affiliates in connection with soft dollars
payments.
Under the Investment Sub-Advisory Agreement (the "Sub-Advisory Agreement")
between SFM (the "Adviser") and Provident relating to the Portfolio, Provident
makes investment decisions for the assets of the Portfolio allocated to it by
SFM, and continuously reviews, supervises, and administers the Portfolio's
investment program with respect to these assets. Provident is independent of
SFM and discharges its responsibilities subject to their supervision of SFM and
the Trustees of the Trust and in a manner consistent with the Portfolio's
investment objective, policies and limitations. The Sub-Advisory Agreement is
substantially similar to those in existence between the Adviser and the Trust's
other sub-advisers. Specifically, the duties to be performed under each
agreement are similar, and the standard of care and termination provisions of
the agreement are identical to the other agreements. The Sub-Advisory
Agreement will remain in effect until May, 1998 (unless earlier terminated),
and will have to be approved annually thereafter by a majority of the Trust's
Trustees, including a majority of the Trustees who are not "interested persons"
of the Trust (as defined in the 1940 Act).
In connection with the appointment of Provident as an additional sub-adviser to
the Portfolio, "The Sub-Advisers" section on page 15 of the Prospectus is
amended by inserting the following language:
PROVIDENT INVESTMENT COUNSEL, INC.
Provident Investment Counsel, Inc. ("Provident"), is a registered investment
adviser with its principal business address at 300 North Lake Avenue, Pasadena,
California 91101. Provident, which, through its predecessors, has been in
business since 1951, is a wholly-owned subsidiary of United Asset Management
("UAM"), a publicly traded investment adviser holding company. UAM is
headquartered at One International Place, Boston, Massachusetts
<PAGE> 2
02110. Provident provides investment advice to corporations, public entities,
foundations, and labor unions, as well as to other investment companies. As of
December 31, 1995, Provident had over $16 billion in client assets under
management.
While Provident utilizes a team approach to portfolio management, its Managing
Director, Jeffrey J. Miller, is responsible for the day-to-day management of
the portion of the Portfolio's assets assigned to Provident. Mr. Miller has
been employed by Provident since 1972, and has 24 years of investment
experience.
Provident is entitled to a fee from SFM which is calculated on the basis of a
percentage of the average monthly market value of the assets of the Portfolio
assigned to it.
Listed below are the names and principal occupations of the principal executive
officer and each of the directors of Provident. The principal business address
of the principal executive officer and each of the directors, as it relates to
their position at Provident, is 300 North Lake Avenue, Pasadena, California
91101.
<TABLE>
<CAPTION>
NAME TITLE
---- -----
<S> <C>
Robert M. Kommerstad President and Managing Director
Thomas J. Condon Managing Director
Jeffrey J. Miller Secretary and Managing Director
George E. Handtmann Managing Director
Larry D. Tashjian Managing Director
Lauro F. Guerra Director
</TABLE>
Provident also serves as investment adviser to several other registered
investment companies with investment objectives similar to those of the
Portfolio. The approximate net assets of such funds or portfolios and the fee
payable by each are set forth below:
<TABLE>
<CAPTION>
NET ASSETS
FUND AS OF 3/31/96 FEE PAYABLE
- ---- ------------- -----------
<S> <C> <C>
The Enterprise Group of Funds $123,453,272 .50% of first $100 million
.45% of next $100 million
.35% of next $100 million
.30% over $300 million
The Liberty All Star Equity Fund $173,874,486 .40%
Lincoln Nation Pension $365,756,551 .70% of first $10 million
.525% of next $10 million
.375% over $20 million
Provident Institutional Growth Fund $117,216,230 .80%
Allmerica Investment Trust $158,883,211 .50% of first $50 million
.45% of next $100 million
.35% of next $100 million
.30% of next $100 million
.25% of over $350 million
</TABLE>
<PAGE> 3
<TABLE>
<S> <C> <C>
Sun America Series Trust $120,646,277 .50% of first $50 million
.45% of next $100 million
.35% of next $100 million
.30% of next $100 million
.25% of over $350 million
Lincoln U.S. Growth Portfolio $ 21,088,220 .40%
</TABLE>
PLEASE RETAIN THIS SUPPLEMENT FOR FUTURE REFERENCE
<PAGE> 4
SEI INSTITUTIONAL MANAGED TRUST
LARGE CAP GROWTH PORTFOLIO
SUPPLEMENT DATED MAY 6, 1996
TO THE CLASS D PROSPECTUS
DATED JANUARY 31, 1996
THIS SUPPLEMENT PROVIDES NEW AND ADDITIONAL INFORMATION BEYOND THAT CONTAINED
IN THE PROSPECTUS, AND SHOULD BE READ IN CONJUNCTION WITH SUCH PROSPECTUS.
The Board of Trustees of SEI Institutional Managed Trust (the "Trust"),
including all of the Trustees who are not "interested persons" of the Trust,
have approved the appointment of Provident Investment Counsel, Inc.
("Provident") as an additional investment sub-adviser to the Trust's Large Cap
Growth Portfolio (the "Portfolio"), effective May 6, 1996. The appointment of
Provident as investment sub-adviser to the Portfolio will not require
shareholder approval. This procedure for adding or replacing sub-advisers was
approved by the Portfolio's Shareholders at a Special Meeting of Shareholders
held on June 16, 1995, and was authorized by an exemptive order issued to the
Trust by the Securities and Exchange Commission on April 29, 1996.
In evaluating Provident, the Trustees received written and oral information
from both SFM and Provident. SFM recommended the selection of Provident and
reviewed the considerations and the search process that had led to the
recommendation. The Trustees also met with representatives of Provident and
considered information about key personnel, investment philosophy and process
and performance track record, among other factors. In appointing Provident,
the Trustees carefully evaluated: (1) the fee and expense ratios of comparable
mutual funds; (2) the nature and quality of the services expected to be
rendered to the Portfolio by Provident; (3) the distinct investment objective
and policies of the Portfolio; (4) the history, reputation, qualification and
background of Provident's personnel and its financial condition; (5) its
performance record; and (6) other factors deemed relevant. The Trustees also
reviewed the fees to be paid to Provident in comparison to those being charged
in the relevant segment of the mutual fund business, including any benefits
received by Provident or its affiliates in connection with soft dollars
payments.
Under the Investment Sub-Advisory Agreement (the "Sub-Advisory Agreement")
between SFM (the "Adviser") and Provident relating to the Portfolio, Provident
makes investment decisions for the assets of the Portfolio allocated to it by
SFM, and continuously reviews, supervises, and administers the Portfolio's
investment program with respect to these assets. Provident is independent of
SFM and discharges its responsibilities subject to their supervision of SFM and
the Trustees of the Trust and in a manner consistent with the Portfolio's
investment objective, policies and limitations. The Sub-Advisory Agreement is
substantially similar to those in existence between the Adviser and the Trust's
other sub-advisers. Specifically, the duties to be performed under each
agreement are similar, and the standard of care and termination provisions of
the agreement are identical to the other agreements. The Sub-Advisory
Agreement will remain in effect until May, 1998 (unless earlier terminated),
and will have to be approved annually thereafter by a majority of the Trust's
Trustees, including a majority of the Trustees who are not "interested persons"
of the Trust (as defined in the 1940 Act).
In connection with the appointment of Provident as an additional sub-adviser to
the Portfolio, "The Sub-Advisers" section on page 20 of the Prospectus is
amended by inserting the following language:
PROVIDENT INVESTMENT COUNSEL, INC.
Provident Investment Counsel, Inc. ("Provident"), is a registered investment
adviser with its principal business address at 300 North Lake Avenue, Pasadena,
California 91101. Provident, which, through its predecessors, has been in
business since 1951, is a wholly-owned subsidiary of United Asset Management
("UAM"), a publicly traded investment adviser holding company. UAM is
headquartered at One International Place, Boston, Massachusetts
<PAGE> 5
02110. Provident provides investment advice to corporations, public entities,
foundations, and labor unions, as well as to other investment companies. As of
December 31, 1995, Provident had over $16 billion in client assets under
management.
While Provident utilizes a team approach to portfolio management, its Managing
Director, Jeffrey J. Miller, is responsible for the day-to-day management of
the portion of the Portfolio's assets assigned to Provident. Mr. Miller has
been employed by Provident since 1972, and has 24 years of investment
experience.
Provident is entitled to a fee from SFM which is calculated on the basis of a
percentage of the average monthly market value of the assets of the Portfolio
assigned to it.
Listed below are the names and principal occupations of the principal executive
officer and each of the directors of Provident. The principal business address
of the principal executive officer and each of the directors, as it relates to
their position at Provident, is 300 North Lake Avenue, Pasadena, California
91101.
<TABLE>
<CAPTION>
NAME TITLE
---- -----
<S> <C>
Robert M. Kommerstad President and Managing Director
Thomas J. Condon Managing Director
Jeffrey J. Miller Secretary and Managing Director
George E. Handtmann Managing Director
Larry D. Tashjian Managing Director
Lauro F. Guerra Director
</TABLE>
Provident also serves as investment adviser to several other registered
investment companies with investment objectives similar to those of the
Portfolio. The approximate net assets of such funds or portfolios and the fee
payable by each are set forth below:
<TABLE>
<CAPTION>
NET ASSETS
FUND AS OF 3/31/96 FEE PAYABLE
- ---- ------------- -----------
<S> <C> <C>
The Enterprise Group of Funds $123,453,272 .50% of first $100 million
.45% of next $100 million
.35% of next $100 million
.30% over $300 million
The Liberty All Star Equity Fund $173,874,486 .40%
Lincoln Nation Pension $365,756,551 .70% of first $10 million
.525% of next $10 million
.375% over $20 million
Provident Institutional Growth Fund $117,216,230 .80%
Allmerica Investment Trust $158,883,211 .50% of first $50 million
.45% of next $100 million
.35% of next $100 million
.30% of next $100 million
.25% of over $350 million
</TABLE>
<PAGE> 6
<TABLE>
<S> <C> <C>
Sun America Series Trust $120,646,277 .50% of first $50 million
.45% of next $100 million
.35% of next $100 million
.30% of next $100 million
.25% of over $350 million
Lincoln U.S. Growth Portfolio $ 21,088,220 .40%
</TABLE>
PLEASE RETAIN THIS SUPPLEMENT FOR FUTURE REFERENCE
