<PAGE> 1
SEI INSTITUTIONAL MANAGED TRUST
SMALL CAP GROWTH PORTFOLIO
SUPPLEMENT DATED JUNE 21, 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 appointed First of America Investment Corporation ("First of America") as
a sub-adviser to the Trust's Small Cap Growth Portfolio (the "Portfolio"),
effective June 17, 1996. First of America is replacing Pilgrim Baxter &
Associates, Ltd., and its appointment of 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
August 11, 1995, and was authorized by an exemptive order issued to the Trust
by the Securities and Exchange Commission on April 29, 1996.
In evaluating First of America, the Trustees received written and oral
information from both SEI Financial Management Corporation ("SFM") and First of
America. SFM recommended the selection of First of America and reviewed the
considerations and the search process that led to the recommendation. The
Trustees also met with representatives of First of America and considered
information about key personnel, investment philosophy and process and
performance track record, among other factors. In appointing First of America,
the Trustees carefully evaluated: (1) the nature and quality of the services
expected to be rendered to the Portfolio by First of America; (2) the distinct
investment objective and policies of the Portfolio; (3) the history,
reputation, qualification and background of First of America's personnel and
its financial condition; (4) its performance record; and (5) other factors
deemed relevant. Trustees also reviewed the fees to be paid to First of
America, including any benefits to be received by First of America or its
affiliates in connection with soft dollar arrangements.
Under the Investment Sub-Advisory Agreement (the "Sub-Advisory Agreement")
between SFM (the "Adviser") and First of America relating to the Portfolio,
First of America 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. First of
America is independent of SFM and discharges its responsibilities subject to
the 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 June 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 Investment Company Act
of 1940).
In connection with the appointment of First of America as a replacement
sub-adviser to the Portfolio, "The Sub-Advisers" section on page 20 of the
Prospectus is amended by inserting the following disclosure:
<PAGE> 2
FIRST OF AMERICA INVESTMENT CORPORATION
First of America Investment Corporation ("First of America") acts as a
sub-adviser for a portion of the Small Cap Growth Portfolio, which is also
advised by SFM, Apodaca, Nicholas-Applegate Capital Management, Inc. and Wall
Street Associates. First of America is a Michigan Corporation that is a
wholly-owned subsidiary of First America Bank - Michigan, N.A., a national
banking association, which is in turn a wholly-owned subsidiary of First
America Bank Corporation, a registered bank holding company. First of America
is registered as an investment adviser under the Investment Advisers Act of
1940. First of America, together with its predecessor, has been engaged in the
investment advisory business since 1932. First of America's principal business
address is 303 North Rose Street, Suite 500, Kalamazoo, Michigan 49007.
As of March 31, 1996, First of America had approximately $13.7 billion in
assets under management. First of America's clients include mutual funds,
trust funds, and individually managed institutional and individual accounts.
Mr. Roger Stamper, CFA, has primary responsibility for First of America's
portion of the Small Cap Growth Portfolio. Mr. Stamper is a Managing Director
of First of America and has been with First of America since 1988.
First of America 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 First of America. The principal business
address and the principal executive officer and each of the directors, as it
relates to their position at First of America is 303 North Rose Street, Suite
500, Kalamazoo, Michigan 49007.
<TABLE>
<CAPTION>
NAME TITLE
- ---- -----
<S> <C>
John B. Rapp Chairman of the Board and Treasurer
Richard A. Wolf, CFA CEO, CIO and President
Roger H. Stamper, CFA Managing Director - Equities
Mark R. Kummerer, CFA Managing Director - Fixed Income
L. Edward Knox, CFA Vice President - Manager of Client Services
Stephen R. Bowman Vice President and Director of Marketing
Nancy J. Ferriell Vice President and Compliance Officer
</TABLE>
First of America also serves as an investment adviser to one other registered
investment company with an investment objective similar to those of the
Portfolio. The approximate net assets of such fund and the advisory fee
payable by it are set forth below.
<TABLE>
<CAPTION>
NET ASSETS
FUND AS OF 6/1/96 FEE PAYABLE
- ---- ------------ -----------
<S> <C> <C>
Parkstone Small Capitalization
Fund $813 million 1.00%
</TABLE>
<PAGE> 3
<TABLE>
<S> <S> <C>
Parkstone Advantage Small
Cap Fund $20.5 million 1.00%
</TABLE>
-----------------------------------------------
The following information is inserted in the "ADDITIONAL INFORMATION ABOUT
DOING BUSINESS WITH US - Sales Charges Waivers" section on page 31 of the
Prospectus.
No sales charge is imposed on shares of a Portfolio sold to persons
participating in certain financial services programs offered by the
bank affiliates of First Security Corporation.
PLEASE RETAIN THIS SUPPLEMENT FOR FUTURE REFERENCE.
<PAGE> 4
SEI INSTITUTIONAL MANAGED TRUST
SMALL CAP GROWTH PORTFOLIO
SUPPLEMENT DATED JUNE 21, 1996,
TO THE INSTITUTIONAL CLASS 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 appointed First of America Investment Corporation ("First of America") as
a sub-adviser to the Trust's Small Cap Growth Portfolio (the "Portfolio"),
effective June 17, 1996. First of America is replacing Pilgrim Baxter &
Associates, Ltd., and its appointment of 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
August 11, 1995, and was authorized by an exemptive order issued to the Trust
by the Securities and Exchange Commission on April 29, 1996.
In evaluating First of America, the Trustees received written and oral
information from both SEI Financial Management Corporation ("SFM") and First of
America. SFM recommended the selection of First of America and reviewed the
considerations and the search process that led to the recommendation. The
Trustees also met with representatives of First of America and considered
information about key personnel, investment philosophy and process and
performance track record, among other factors. In appointing First of America,
the Trustees carefully evaluated: (1) the nature and quality of the services
expected to be rendered to the Portfolio by First of America; (2) the distinct
investment objective and policies of the Portfolio; (3) the history,
reputation, qualification and background of First of America's personnel and
its financial condition; (4) its performance record; and (5) other factors
deemed relevant. Trustees also reviewed the fees to be paid to First of
America, including any benefits to be received by First of America or its
affiliates in connection with soft dollar arrangements.
Under the Investment Sub-Advisory Agreement (the "Sub-Advisory Agreement")
between SFM (the "Adviser") and First of America relating to the Portfolio,
First of America 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. First of
America is independent of SFM and discharges its responsibilities subject to
the 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 June 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 Investment Company Act
of 1940).
In connection with the appointment of First of America as a replacement
sub-adviser to the Portfolio, "The Sub-Advisers" section on page 15 of the
Prospectus is amended by inserting the following disclosure:
FIRST OF AMERICA INVESTMENT CORPORATION
First of America Investment Corporation ("First of America") acts as a
sub-adviser for a portion of the Small Cap Growth Portfolio, which is also
advised by SFM, Apodaca, Nicholas-Applegate Capital Management, Inc. and Wall
Street Associates. First of America is a Michigan Corporation that is a
<PAGE> 5
wholly-owned subsidiary of First America Bank - Michigan, N.A., a national
banking association, which is in turn a wholly-owned subsidiary of First
America Bank Corporation, a registered bank holding company. First of America
is registered as an investment adviser under the Investment Advisers Act of
1940. First of America, together with its predecessor, has been engaged in the
investment advisory business since 1932. First of America's principal business
address is 303 North Rose Street, Suite 500, Kalamazoo, Michigan 49007.
As of March 31, 1996, First of America had approximately $13.7 billion in
assets under management. First of America's clients include mutual funds,
trust funds, and individually managed institutional and individual accounts.
Mr. Roger Stamper, CFA, has primary responsibility for First of America's
portion of the Small Cap Growth Portfolio. Mr. Stamper is a Managing Director
of First of America and has been with First of America since 1988.
First of America 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 First of America. The principal business
address and the principal executive officer and each of the directors, as it
relates to their position at First of America is 303 North Rose Street, Suite
500, Kalamazoo, Michigan 49007.
<TABLE>
<CAPTION>
NAME TITLE
- ---- -----
<S> <C>
John B. Rapp Chairman of the Board and Treasurer
Richard A. Wolf, CFA CEO, CIO and President
Roger H. Stamper, CFA Managing Director - Equities
Mark R. Kummerer, CFA Managing Director - Fixed Income
L. Edward Knox, CFA Vice President - Manager of Client Services
Stephen R. Bowman Vice President and Director of Marketing
Nancy J. Ferriell Vice President and Compliance Officer
</TABLE>
First of America also serves as an investment adviser to one other registered
investment company with an investment objective similar to those of the
Portfolio. The approximate net assets of such fund and the advisory fee
payable by it are set forth below.
<TABLE>
<CAPTION>
NET ASSETS
FUND AS OF 6/1/96 FEE PAYABLE
- ---- ------------ -----------
<S> <C> <C>
Parkstone Small Capitalization
Fund $813 million 1.00%
Parkstone Advantage Small
Cap Fund $20.5 million 1.00%
</TABLE>
PLEASE RETAIN THIS SUPPLEMENT FOR FUTURE REFERENCE.
