<PAGE> 1
SEI INSTITUTIONAL MANAGED TRUST
LARGE CAP VALUE PORTFOLIO
SPECIAL MEETING OF SHAREHOLDERS
PROXY SOLICITED BY THE BOARD OF TRUSTEES FOR
THE SPECIAL MEETING OF SHAREHOLDERS, JULY 5, 1996
The undersigned, revoking previous proxies with respect to the Shares (defined
below), hereby appoint(s) David G. Lee and Kevin P. Robins as proxies and each
of them, each with full power of substitution, to vote at the Special Meeting
of Shareholders of the SEI Institutional Managed Trust (the "Trust") to be
held in the offices of SEI Financial Management Corporation, 680 East
Swedesford Road, Wayne, Pennsylvania 19087-1658, on Friday, July 5, 1996, at
3:30 p.m., Eastern time, and any adjournments or postponements thereof (the
"Meeting"), all shares of beneficial interest of said Trust that the
undersigned would be entitled to vote if personally present at the Meeting
("Shares") on the proposal set forth below and, in accordance with their own
discretion, any other matters properly brought before the Meeting.
THE BOARD OF TRUSTEES OF THE TRUST RECOMMENDS A VOTE "FOR" THE FOLLOWING
PROPOSAL:
1. Election of Trustees. The nominees are: Robert A. Nesher, Frank E.
Morris, William M. Doran, F. Wendell Gooch, James M. Storey and
George J. Sullivan, Jr.
<TABLE>
<S> <C>
FOR all the nominees [ ]
FOR all the nominees except for those indicated below [ ]
WITHHOLD AUTHORITY to vote for all the nominees [ ]
</TABLE>
______________________________________________________________________________
IF YOU WISH TO WITHHOLD AUTHORITY FOR ANY NOMINEE, PLEASE
MARK THE BOX ENTITLED "FOR ALL EXCEPT" AND WRITE THE NOMINEE'S
NAME(S) ON THE LINE ABOVE.
THIS PROXY WILL, WHEN PROPERLY EXECUTED, BE VOTED AS SPECIFIED HEREIN BY THE
SIGNING SHAREHOLDER. IF NO DIRECTION IS GIVEN, A DULY EXECUTED PROXY WILL BE
VOTED FOR THE FOREGOING PROPOSAL AND WILL BE VOTED IN THE APPOINTED PROXIES'
DISCRETION UPON SUCH OTHER BUSINESS AS MAY PROPERLY COME BEFORE THE MEETING.
<PAGE> 2
The undersigned acknowledges receipt with this Proxy of a copy of the Notice of
Special Meeting and the Proxy Statement of the Board of Trustees. Your
signature(s) on this Proxy should be exactly as your name(s) appear on this
Proxy. If the shares are held jointly, each holder should sign this Proxy.
Attorneys-in-fact, executors, administrators, trustees or guardians should
indicate the full title and capacity in which they are signing.
Dated: , 1996 ____________________________
----------------- Signature of Shareholder
____________________________
Signature (Joint owners)
PLEASE COMPLETE, SIGN, DATE AND RETURN THE PROXY PROMPTLY USING THE ENCLOSED
ENVELOPE WHETHER OR NOT YOU EXPECT TO ATTEND THE MEETING; YOU MAY,
NEVERTHELESS, VOTE IN PERSON IF YOU DO SO ATTEND.
<PAGE> 3
SEI INSTITUTIONAL MANAGED TRUST
SMALL CAP VALUE PORTFOLIO
SPECIAL MEETING OF SHAREHOLDERS
PROXY SOLICITED BY THE BOARD OF TRUSTEES FOR
THE SPECIAL MEETING OF SHAREHOLDERS, JULY 5, 1996
The undersigned, revoking previous proxies with respect to the Shares (defined
below), hereby appoint(s) David G. Lee and Kevin P. Robins as proxies and each
of them, each with full power of substitution, to vote at the Special Meeting
of Shareholders of the SEI Institutional Managed Trust (the "Trust") to be
held in the offices of SEI Financial Management Corporation, 680 East
Swedesford Road, Wayne, Pennsylvania 19087-1658, on Friday, July 5, 1996, at
3:30 p.m., Eastern time, and any adjournments or postponements thereof (the
"Meeting"), all shares of beneficial interest of said Trust that the
undersigned would be entitled to vote if personally present at the Meeting
("Shares") on the proposal set forth below and, in accordance with their own
discretion, any other matters properly brought before the Meeting.
THE BOARD OF TRUSTEES OF THE TRUST RECOMMENDS A VOTE "FOR" THE FOLLOWING
PROPOSAL:
1. Election of Trustees. The nominees are: Robert A. Nesher, Frank E.
Morris, William M. Doran, F. Wendell Gooch, James M. Storey and
George J. Sullivan, Jr.
<TABLE>
<S> <C>
FOR all the nominees [ ]
FOR all the nominees except for those indicated below [ ]
WITHHOLD AUTHORITY to vote for all the nominees [ ]
</TABLE>
______________________________________________________________________________
IF YOU WISH TO WITHHOLD AUTHORITY FOR ANY NOMINEE, PLEASE
MARK THE BOX ENTITLED "FOR ALL EXCEPT" AND WRITE THE NOMINEE'S
NAME(S) ON THE LINE ABOVE.
THIS PROXY WILL, WHEN PROPERLY EXECUTED, BE VOTED AS SPECIFIED HEREIN BY THE
SIGNING SHAREHOLDER. IF NO DIRECTION IS GIVEN, A DULY EXECUTED PROXY WILL BE
VOTED FOR THE FOREGOING PROPOSAL AND WILL BE VOTED IN THE APPOINTED PROXIES'
DISCRETION UPON SUCH OTHER BUSINESS AS MAY PROPERLY COME BEFORE THE MEETING.
<PAGE> 4
The undersigned acknowledges receipt with this Proxy of a copy of the Notice of
Special Meeting and the Proxy Statement of the Board of Trustees. Your
signature(s) on this Proxy should be exactly as your name(s) appear on this
Proxy. If the shares are held jointly, each holder should sign this Proxy.
Attorneys-in-fact, executors, administrators, trustees or guardians should
indicate the full title and capacity in which they are signing.
Dated: , 1996 ____________________________
----------------- Signature of Shareholder
____________________________
Signature (Joint owners)
PLEASE COMPLETE, SIGN, DATE AND RETURN THE PROXY PROMPTLY USING THE ENCLOSED
ENVELOPE WHETHER OR NOT YOU EXPECT TO ATTEND THE MEETING; YOU MAY,
NEVERTHELESS, VOTE IN PERSON IF YOU DO SO ATTEND.
<PAGE> 5
SEI INSTITUTIONAL MANAGED TRUST
LARGE CAP GROWTH PORTFOLIO
SPECIAL MEETING OF SHAREHOLDERS
PROXY SOLICITED BY THE BOARD OF TRUSTEES FOR
THE SPECIAL MEETING OF SHAREHOLDERS, JULY 5, 1996
The undersigned, revoking previous proxies with respect to the Shares (defined
below), hereby appoint(s) David G. Lee and Kevin P. Robins as proxies and each
of them, each with full power of substitution, to vote at the Special Meeting
of Shareholders of the SEI Institutional Managed Trust (the "Trust") to be
held in the offices of SEI Financial Management Corporation, 680 East
Swedesford Road, Wayne, Pennsylvania 19087-1658, on Friday, July 5, 1996, at
3:30 p.m., Eastern time, and any adjournments or postponements thereof (the
"Meeting"), all shares of beneficial interest of said Trust that the
undersigned would be entitled to vote if personally present at the Meeting
("Shares") on the proposal set forth below and, in accordance with their own
discretion, any other matters properly brought before the Meeting.
THE BOARD OF TRUSTEES OF THE TRUST RECOMMENDS A VOTE "FOR" THE FOLLOWING
PROPOSAL:
1. Election of Trustees. The nominees are: Robert A. Nesher, Frank E.
Morris, William M. Doran, F. Wendell Gooch, James M. Storey and
George J. Sullivan, Jr.
<TABLE>
<S> <C>
FOR all the nominees [ ]
FOR all the nominees except for those indicated below [ ]
WITHHOLD AUTHORITY to vote for all the nominees [ ]
</TABLE>
_____________________________________________________________________________
IF YOU WISH TO WITHHOLD AUTHORITY FOR ANY NOMINEE, PLEASE
MARK THE BOX ENTITLED "FOR ALL EXCEPT" AND WRITE THE NOMINEE'S
NAME(S) ON THE LINE ABOVE.
THIS PROXY WILL, WHEN PROPERLY EXECUTED, BE VOTED AS SPECIFIED HEREIN BY THE
SIGNING SHAREHOLDER. IF NO DIRECTION IS GIVEN, A DULY EXECUTED PROXY WILL BE
VOTED FOR THE FOREGOING PROPOSAL AND WILL BE VOTED IN THE APPOINTED PROXIES'
DISCRETION UPON SUCH OTHER BUSINESS AS MAY PROPERLY COME BEFORE THE MEETING.
<PAGE> 6
The undersigned acknowledges receipt with this Proxy of a copy of the Notice of
Special Meeting and the Proxy Statement of the Board of Trustees. Your
signature(s) on this Proxy should be exactly as your name(s) appear on this
Proxy. If the shares are held jointly, each holder should sign this Proxy.
Attorneys-in-fact, executors, administrators, trustees or guardians should
indicate the full title and capacity in which they are signing.
Dated: , 1996 ____________________________
----------------- Signature of Shareholder
____________________________
Signature (Joint owners)
PLEASE COMPLETE, SIGN, DATE AND RETURN THE PROXY PROMPTLY USING THE ENCLOSED
ENVELOPE WHETHER OR NOT YOU EXPECT TO ATTEND THE MEETING; YOU MAY,
NEVERTHELESS, VOTE IN PERSON IF YOU DO SO ATTEND.
<PAGE> 7
SEI INSTITUTIONAL MANAGED TRUST
SMALL CAP GROWTH PORTFOLIO
SPECIAL MEETING OF SHAREHOLDERS
PROXY SOLICITED BY THE BOARD OF TRUSTEES FOR
THE SPECIAL MEETING OF SHAREHOLDERS, JULY 5, 1996
The undersigned, revoking previous proxies with respect to the Shares (defined
below), hereby appoint(s) David G. Lee and Kevin P. Robins as proxies and each
of them, each with full power of substitution, to vote at the Special Meeting
of Shareholders of the SEI Institutional Managed Trust (the "Trust") to be
held in the offices of SEI Financial Management Corporation, 680 East
Swedesford Road, Wayne, Pennsylvania 19087-1658, on Friday, July 5, 1996, at
3:30 p.m., Eastern time, and any adjournments or postponements thereof (the
"Meeting"), all shares of beneficial interest of said Trust that the
undersigned would be entitled to vote if personally present at the Meeting
("Shares") on the proposal set forth below and, in accordance with their own
discretion, any other matters properly brought before the Meeting.
THE BOARD OF TRUSTEES OF THE TRUST RECOMMENDS A VOTE "FOR" THE FOLLOWING
PROPOSAL:
1. Election of Trustees. The nominees are: Robert A. Nesher, Frank E.
Morris, William M. Doran, F. Wendell Gooch, James M. Storey and
George J. Sullivan, Jr.
<TABLE>
<S> <C>
FOR all the nominees [ ]
FOR all the nominees except for those indicated below [ ]
WITHHOLD AUTHORITY to vote for all the nominees [ ]
</TABLE>
____________________________________________________________________________
IF YOU WISH TO WITHHOLD AUTHORITY FOR ANY NOMINEE, PLEASE
MARK THE BOX ENTITLED "FOR ALL EXCEPT" AND WRITE THE NOMINEE'S
NAME(S) ON THE LINE ABOVE.
THIS PROXY WILL, WHEN PROPERLY EXECUTED, BE VOTED AS SPECIFIED HEREIN BY THE
SIGNING SHAREHOLDER. IF NO DIRECTION IS GIVEN, A DULY EXECUTED PROXY WILL BE
VOTED FOR THE FOREGOING PROPOSAL AND WILL BE VOTED IN THE APPOINTED PROXIES'
DISCRETION UPON SUCH OTHER BUSINESS AS MAY PROPERLY COME BEFORE THE MEETING.
<PAGE> 8
The undersigned acknowledges receipt with this Proxy of a copy of the Notice of
Special Meeting and the Proxy Statement of the Board of Trustees. Your
signature(s) on this Proxy should be exactly as your name(s) appear on this
Proxy. If the shares are held jointly, each holder should sign this Proxy.
Attorneys-in-fact, executors, administrators, trustees or guardians should
indicate the full title and capacity in which they are signing.
Dated: , 1996 ____________________________
----------------- Signature of Shareholder
____________________________
Signature (Joint owners)
PLEASE COMPLETE, SIGN, DATE AND RETURN THE PROXY PROMPTLY USING THE ENCLOSED
ENVELOPE WHETHER OR NOT YOU EXPECT TO ATTEND THE MEETING; YOU MAY,
NEVERTHELESS, VOTE IN PERSON IF YOU DO SO ATTEND.
<PAGE> 9
SEI INSTITUTIONAL MANAGED TRUST
CAPITAL APPRECIATION PORTFOLIO
SPECIAL MEETING OF SHAREHOLDERS
PROXY SOLICITED BY THE BOARD OF TRUSTEES FOR
THE SPECIAL MEETING OF SHAREHOLDERS, JULY 5, 1996
The undersigned, revoking previous proxies with respect to the Shares (defined
below), hereby appoint(s) David G. Lee and Kevin P. Robins as proxies and each
of them, each with full power of substitution, to vote at the Special Meeting
of Shareholders of the SEI Institutional Managed Trust (the "Trust") to be
held in the offices of SEI Financial Management Corporation, 680 East
Swedesford Road, Wayne, Pennsylvania 19087-1658, on Friday, July 5, 1996, at
3:30 p.m., Eastern time, and any adjournments or postponements thereof (the
"Meeting"), all shares of beneficial interest of said Trust that the
undersigned would be entitled to vote if personally present at the Meeting
("Shares") on the proposal set forth below and, in accordance with their own
discretion, any other matters properly brought before the Meeting.
THE BOARD OF TRUSTEES OF THE TRUST RECOMMENDS A VOTE "FOR" THE FOLLOWING
PROPOSAL:
1. Election of Trustees. The nominees are: Robert A. Nesher, Frank E.
Morris, William M. Doran, F. Wendell Gooch, James M. Storey and
George J. Sullivan, Jr.
<TABLE>
<S> <C>
FOR all the nominees [ ]
FOR all the nominees except for those indicated below [ ]
WITHHOLD AUTHORITY to vote for all the nominees [ ]
</TABLE>
______________________________________________________________________________
IF YOU WISH TO WITHHOLD AUTHORITY FOR ANY NOMINEE, PLEASE
MARK THE BOX ENTITLED "FOR ALL EXCEPT" AND WRITE THE NOMINEE'S
NAME(S) ON THE LINE ABOVE.
THIS PROXY WILL, WHEN PROPERLY EXECUTED, BE VOTED AS SPECIFIED HEREIN BY THE
SIGNING SHAREHOLDER. IF NO DIRECTION IS GIVEN, A DULY EXECUTED PROXY WILL BE
VOTED FOR THE FOREGOING PROPOSAL AND WILL BE VOTED IN THE APPOINTED PROXIES'
DISCRETION UPON SUCH OTHER BUSINESS AS MAY PROPERLY COME BEFORE THE MEETING.
<PAGE> 10
The undersigned acknowledges receipt with this Proxy of a copy of the Notice of
Special Meeting and the Proxy Statement of the Board of Trustees. Your
signature(s) on this Proxy should be exactly as your name(s) appear on this
Proxy. If the shares are held jointly, each holder should sign this Proxy.
Attorneys-in-fact, executors, administrators, trustees or guardians should
indicate the full title and capacity in which they are signing.
Dated: , 1996 ____________________________
----------------- Signature of Shareholder
____________________________
Signature (Joint owners)
PLEASE COMPLETE, SIGN, DATE AND RETURN THE PROXY PROMPTLY USING THE ENCLOSED
ENVELOPE WHETHER OR NOT YOU EXPECT TO ATTEND THE MEETING; YOU MAY,
NEVERTHELESS, VOTE IN PERSON IF YOU DO SO ATTEND.
<PAGE> 11
SEI INSTITUTIONAL MANAGED TRUST
EQUITY INCOME PORTFOLIO
SPECIAL MEETING OF SHAREHOLDERS
PROXY SOLICITED BY THE BOARD OF TRUSTEES FOR
THE SPECIAL MEETING OF SHAREHOLDERS, JULY 5, 1996
The undersigned, revoking previous proxies with respect to the Shares (defined
below), hereby appoint(s) David G. Lee and Kevin P. Robins as proxies and each
of them, each with full power of substitution, to vote at the Special Meeting
of Shareholders of the SEI Institutional Managed Trust (the "Trust") to be
held in the offices of SEI Financial Management Corporation, 680 East
Swedesford Road, Wayne, Pennsylvania 19087-1658, on Friday, July 5, 1996, at
3:30 p.m., Eastern time, and any adjournments or postponements thereof (the
"Meeting"), all shares of beneficial interest of said Trust that the
undersigned would be entitled to vote if personally present at the Meeting
("Shares") on the proposal set forth below and, in accordance with their own
discretion, any other matters properly brought before the Meeting.
THE BOARD OF TRUSTEES OF THE TRUST RECOMMENDS A VOTE "FOR" THE FOLLOWING
PROPOSAL:
1. Election of Trustees. The nominees are: Robert A. Nesher, Frank E.
Morris, William M. Doran, F. Wendell Gooch, James M. Storey and
George J. Sullivan, Jr.
<TABLE>
<S> <C>
FOR all the nominees [ ]
FOR all the nominees except for those indicated below [ ]
WITHHOLD AUTHORITY to vote for all the nominees [ ]
</TABLE>
______________________________________________________________________________
IF YOU WISH TO WITHHOLD AUTHORITY FOR ANY NOMINEE, PLEASE
MARK THE BOX ENTITLED "FOR ALL EXCEPT" AND WRITE THE NOMINEE'S
NAME(S) ON THE LINE ABOVE.
THIS PROXY WILL, WHEN PROPERLY EXECUTED, BE VOTED AS SPECIFIED HEREIN BY THE
SIGNING SHAREHOLDER. IF NO DIRECTION IS GIVEN, A DULY EXECUTED PROXY WILL BE
VOTED FOR THE FOREGOING PROPOSAL AND WILL BE VOTED IN THE APPOINTED PROXIES'
DISCRETION UPON SUCH OTHER BUSINESS AS MAY PROPERLY COME BEFORE THE MEETING.
<PAGE> 12
The undersigned acknowledges receipt with this Proxy of a copy of the Notice of
Special Meeting and the Proxy Statement of the Board of Trustees. Your
signature(s) on this Proxy should be exactly as your name(s) appear on this
Proxy. If the shares are held jointly, each holder should sign this Proxy.
Attorneys-in-fact, executors, administrators, trustees or guardians should
indicate the full title and capacity in which they are signing.
Dated: , 1996 ____________________________
----------------- Signature of Shareholder
____________________________
Signature (Joint owners)
PLEASE COMPLETE, SIGN, DATE AND RETURN THE PROXY PROMPTLY USING THE ENCLOSED
ENVELOPE WHETHER OR NOT YOU EXPECT TO ATTEND THE MEETING; YOU MAY,
NEVERTHELESS, VOTE IN PERSON IF YOU DO SO ATTEND.
<PAGE> 13
SEI INSTITUTIONAL MANAGED TRUST
BALANCED PORTFOLIO
SPECIAL MEETING OF SHAREHOLDERS
PROXY SOLICITED BY THE BOARD OF TRUSTEES FOR
THE SPECIAL MEETING OF SHAREHOLDERS, JULY 5, 1996
The undersigned, revoking previous proxies with respect to the Shares (defined
below), hereby appoint(s) David G. Lee and Kevin P. Robins as proxies and each
of them, each with full power of substitution, to vote at the Special Meeting
of Shareholders of the SEI Institutional Managed Trust (the "Trust") to be
held in the offices of SEI Financial Management Corporation, 680 East
Swedesford Road, Wayne, Pennsylvania 19087-1658, on Friday, July 5, 1996, at
3:30 p.m., Eastern time, and any adjournments or postponements thereof (the
"Meeting"), all shares of beneficial interest of said Trust that the
undersigned would be entitled to vote if personally present at the Meeting
("Shares") on the proposal set forth below and, in accordance with their own
discretion, any other matters properly brought before the Meeting.
THE BOARD OF TRUSTEES OF THE TRUST RECOMMENDS A VOTE "FOR" THE FOLLOWING
PROPOSAL:
1. Election of Trustees. The nominees are: Robert A. Nesher, Frank E.
Morris, William M. Doran, F. Wendell Gooch, James M. Storey and
George J. Sullivan, Jr.
<TABLE>
<S> <C>
FOR all the nominees [ ]
FOR all the nominees except for those indicated below [ ]
WITHHOLD AUTHORITY to vote for all the nominees [ ]
</TABLE>
______________________________________________________________________________
IF YOU WISH TO WITHHOLD AUTHORITY FOR ANY NOMINEE, PLEASE
MARK THE BOX ENTITLED "FOR ALL EXCEPT" AND WRITE THE NOMINEE'S
NAME(S) ON THE LINE ABOVE.
THIS PROXY WILL, WHEN PROPERLY EXECUTED, BE VOTED AS SPECIFIED HEREIN BY THE
SIGNING SHAREHOLDER. IF NO DIRECTION IS GIVEN, A DULY EXECUTED PROXY WILL BE
VOTED FOR THE FOREGOING PROPOSAL AND WILL BE VOTED IN THE APPOINTED PROXIES'
DISCRETION UPON SUCH OTHER BUSINESS AS MAY PROPERLY COME BEFORE THE MEETING.
<PAGE> 14
The undersigned acknowledges receipt with this Proxy of a copy of the Notice of
Special Meeting and the Proxy Statement of the Board of Trustees. Your
signature(s) on this Proxy should be exactly as your name(s) appear on this
Proxy. If the shares are held jointly, each holder should sign this Proxy.
Attorneys-in-fact, executors, administrators, trustees or guardians should
indicate the full title and capacity in which they are signing.
Dated: , 1996 ____________________________
----------------- Signature of Shareholder
____________________________
Signature (Joint owners)
PLEASE COMPLETE, SIGN, DATE AND RETURN THE PROXY PROMPTLY USING THE ENCLOSED
ENVELOPE WHETHER OR NOT YOU EXPECT TO ATTEND THE MEETING; YOU MAY,
NEVERTHELESS, VOTE IN PERSON IF YOU DO SO ATTEND.
<PAGE> 15
SEI INSTITUTIONAL MANAGED TRUST
MID-CAP PORTFOLIO
SPECIAL MEETING OF SHAREHOLDERS
PROXY SOLICITED BY THE BOARD OF TRUSTEES FOR
THE SPECIAL MEETING OF SHAREHOLDERS, JULY 5, 1996
The undersigned, revoking previous proxies with respect to the Shares (defined
below), hereby appoint(s) David G. Lee and Kevin P. Robins as proxies and each
of them, each with full power of substitution, to vote at the Special Meeting
of Shareholders of the SEI Institutional Managed Trust (the "Trust") to be
held in the offices of SEI Financial Management Corporation, 680 East
Swedesford Road, Wayne, Pennsylvania 19087-1658, on Friday, July 5, 1996, at
3:30 p.m., Eastern time, and any adjournments or postponements thereof (the
"Meeting"), all shares of beneficial interest of said Trust that the
undersigned would be entitled to vote if personally present at the Meeting
("Shares") on the proposal set forth below and, in accordance with their own
discretion, any other matters properly brought before the Meeting.
THE BOARD OF TRUSTEES OF THE TRUST RECOMMENDS A VOTE "FOR" THE FOLLOWING
PROPOSAL:
1. Election of Trustees. The nominees are: Robert A. Nesher, Frank E.
Morris, William M. Doran, F. Wendell Gooch, James M. Storey and
George J. Sullivan, Jr.
<TABLE>
<S> <C>
FOR all the nominees [ ]
FOR all the nominees except for those indicated below [ ]
WITHHOLD AUTHORITY to vote for all the nominees [ ]
</TABLE>
______________________________________________________________________________
IF YOU WISH TO WITHHOLD AUTHORITY FOR ANY NOMINEE, PLEASE
MARK THE BOX ENTITLED "FOR ALL EXCEPT" AND WRITE THE NOMINEE'S
NAME(S) ON THE LINE ABOVE.
THIS PROXY WILL, WHEN PROPERLY EXECUTED, BE VOTED AS SPECIFIED HEREIN BY THE
SIGNING SHAREHOLDER. IF NO DIRECTION IS GIVEN, A DULY EXECUTED PROXY WILL BE
VOTED FOR THE FOREGOING PROPOSAL AND WILL BE VOTED IN THE APPOINTED PROXIES'
DISCRETION UPON SUCH OTHER BUSINESS AS MAY PROPERLY COME BEFORE THE MEETING.
<PAGE> 16
The undersigned acknowledges receipt with this Proxy of a copy of the Notice of
Special Meeting and the Proxy Statement of the Board of Trustees. Your
signature(s) on this Proxy should be exactly as your name(s) appear on this
Proxy. If the shares are held jointly, each holder should sign this Proxy.
Attorneys-in-fact, executors, administrators, trustees or guardians should
indicate the full title and capacity in which they are signing.
Dated: , 1996 ____________________________
----------------- Signature of Shareholder
____________________________
Signature (Joint owners)
PLEASE COMPLETE, SIGN, DATE AND RETURN THE PROXY PROMPTLY USING THE ENCLOSED
ENVELOPE WHETHER OR NOT YOU EXPECT TO ATTEND THE MEETING; YOU MAY,
NEVERTHELESS, VOTE IN PERSON IF YOU DO SO ATTEND.
<PAGE> 17
SEI INSTITUTIONAL MANAGED TRUST
CORE FIXED INCOME PORTFOLIO
SPECIAL MEETING OF SHAREHOLDERS
PROXY SOLICITED BY THE BOARD OF TRUSTEES FOR
THE SPECIAL MEETING OF SHAREHOLDERS, JULY 5, 1996
The undersigned, revoking previous proxies with respect to the Shares (defined
below), hereby appoint(s) David G. Lee and Kevin P. Robins as proxies and each
of them, each with full power of substitution, to vote at the Special Meeting
of Shareholders of the SEI Institutional Managed Trust (the "Trust") to be
held in the offices of SEI Financial Management Corporation, 680 East
Swedesford Road, Wayne, Pennsylvania 19087-1658, on Friday, July 5, 1996, at
3:30 p.m., Eastern time, and any adjournments or postponements thereof (the
"Meeting"), all shares of beneficial interest of said Trust that the
undersigned would be entitled to vote if personally present at the Meeting
("Shares") on the proposal set forth below and, in accordance with their own
discretion, any other matters properly brought before the Meeting.
THE BOARD OF TRUSTEES OF THE TRUST RECOMMENDS A VOTE "FOR" THE FOLLOWING
PROPOSAL:
1. Election of Trustees. The nominees are: Robert A. Nesher, Frank E.
Morris, William M. Doran, F. Wendell Gooch, James M. Storey and
George J. Sullivan, Jr.
<TABLE>
<S> <C>
FOR all the nominees [ ]
FOR all the nominees except for those indicated below [ ]
WITHHOLD AUTHORITY to vote for all the nominees [ ]
</TABLE>
______________________________________________________________________________
IF YOU WISH TO WITHHOLD AUTHORITY FOR ANY NOMINEE, PLEASE
MARK THE BOX ENTITLED "FOR ALL EXCEPT" AND WRITE THE NOMINEE'S
NAME(S) ON THE LINE ABOVE.
THIS PROXY WILL, WHEN PROPERLY EXECUTED, BE VOTED AS SPECIFIED HEREIN BY THE
SIGNING SHAREHOLDER. IF NO DIRECTION IS GIVEN, A DULY EXECUTED PROXY WILL BE
VOTED FOR THE FOREGOING PROPOSAL AND WILL BE VOTED IN THE APPOINTED PROXIES'
DISCRETION UPON SUCH OTHER BUSINESS AS MAY PROPERLY COME BEFORE THE MEETING.
<PAGE> 18
The undersigned acknowledges receipt with this Proxy of a copy of the Notice of
Special Meeting and the Proxy Statement of the Board of Trustees. Your
signature(s) on this Proxy should be exactly as your name(s) appear on this
Proxy. If the shares are held jointly, each holder should sign this Proxy.
Attorneys-in-fact, executors, administrators, trustees or guardians should
indicate the full title and capacity in which they are signing.
Dated: , 1996 ____________________________
----------------- Signature of Shareholder
____________________________
Signature (Joint owners)
PLEASE COMPLETE, SIGN, DATE AND RETURN THE PROXY PROMPTLY USING THE ENCLOSED
ENVELOPE WHETHER OR NOT YOU EXPECT TO ATTEND THE MEETING; YOU MAY,
NEVERTHELESS, VOTE IN PERSON IF YOU DO SO ATTEND.
<PAGE> 19
SEI INSTITUTIONAL MANAGED TRUST
BOND PORTFOLIO
SPECIAL MEETING OF SHAREHOLDERS
PROXY SOLICITED BY THE BOARD OF TRUSTEES FOR
THE SPECIAL MEETING OF SHAREHOLDERS, JULY 5, 1996
The undersigned, revoking previous proxies with respect to the Shares (defined
below), hereby appoint(s) David G. Lee and Kevin P. Robins as proxies and each
of them, each with full power of substitution, to vote at the Special Meeting
of Shareholders of the SEI Institutional Managed Trust (the "Trust") to be
held in the offices of SEI Financial Management Corporation, 680 East
Swedesford Road, Wayne, Pennsylvania 19087-1658, on Friday, July 5, 1996, at
3:30 p.m., Eastern time, and any adjournments or postponements thereof (the
"Meeting"), all shares of beneficial interest of said Trust that the
undersigned would be entitled to vote if personally present at the Meeting
("Shares") on the proposal set forth below and, in accordance with their own
discretion, any other matters properly brought before the Meeting.
THE BOARD OF TRUSTEES OF THE TRUST RECOMMENDS A VOTE "FOR" THE FOLLOWING
PROPOSAL:
1. Election of Trustees. The nominees are: Robert A. Nesher, Frank E.
Morris, William M. Doran, F. Wendell Gooch, James M. Storey and
George J. Sullivan, Jr.
<TABLE>
<S> <C>
FOR all the nominees [ ]
FOR all the nominees except for those indicated below [ ]
WITHHOLD AUTHORITY to vote for all the nominees [ ]
</TABLE>
______________________________________________________________________________
IF YOU WISH TO WITHHOLD AUTHORITY FOR ANY NOMINEE, PLEASE
MARK THE BOX ENTITLED "FOR ALL EXCEPT" AND WRITE THE NOMINEE'S
NAME(S) ON THE LINE ABOVE.
THIS PROXY WILL, WHEN PROPERLY EXECUTED, BE VOTED AS SPECIFIED HEREIN BY THE
SIGNING SHAREHOLDER. IF NO DIRECTION IS GIVEN, A DULY EXECUTED PROXY WILL BE
VOTED FOR THE FOREGOING PROPOSAL AND WILL BE VOTED IN THE APPOINTED PROXIES'
DISCRETION UPON SUCH OTHER BUSINESS AS MAY PROPERLY COME BEFORE THE MEETING.
<PAGE> 20
The undersigned acknowledges receipt with this Proxy of a copy of the Notice of
Special Meeting and the Proxy Statement of the Board of Trustees. Your
signature(s) on this Proxy should be exactly as your name(s) appear on this
Proxy. If the shares are held jointly, each holder should sign this Proxy.
Attorneys-in-fact, executors, administrators, trustees or guardians should
indicate the full title and capacity in which they are signing.
Dated: , 1996 ____________________________
----------------- Signature of Shareholder
____________________________
Signature (Joint owners)
PLEASE COMPLETE, SIGN, DATE AND RETURN THE PROXY PROMPTLY USING THE ENCLOSED
ENVELOPE WHETHER OR NOT YOU EXPECT TO ATTEND THE MEETING; YOU MAY,
NEVERTHELESS, VOTE IN PERSON IF YOU DO SO ATTEND.
<PAGE> 21
SEI INSTITUTIONAL MANAGED TRUST
HIGH YIELD BOND PORTFOLIO
SPECIAL MEETING OF SHAREHOLDERS
PROXY SOLICITED BY THE BOARD OF TRUSTEES FOR
THE SPECIAL MEETING OF SHAREHOLDERS, JULY 5, 1996
The undersigned, revoking previous proxies with respect to the Shares (defined
below), hereby appoint(s) David G. Lee and Kevin P. Robins as proxies and each
of them, each with full power of substitution, to vote at the Special Meeting
of Shareholders of the SEI Institutional Managed Trust (the "Trust") to be
held in the offices of SEI Financial Management Corporation, 680 East
Swedesford Road, Wayne, Pennsylvania 19087-1658, on Friday, July 5, 1996, at
3:30 p.m., Eastern time, and any adjournments or postponements thereof (the
"Meeting"), all shares of beneficial interest of said Trust that the
undersigned would be entitled to vote if personally present at the Meeting
("Shares") on the proposal set forth below and, in accordance with their own
discretion, any other matters properly brought before the Meeting.
THE BOARD OF TRUSTEES OF THE TRUST RECOMMENDS A VOTE "FOR" THE FOLLOWING
PROPOSAL:
1. Election of Trustees. The nominees are: Robert A. Nesher, Frank E.
Morris, William M. Doran, F. Wendell Gooch, James M. Storey and
George J. Sullivan, Jr.
<TABLE>
<S> <C>
FOR all the nominees [ ]
FOR all the nominees except for those indicated below [ ]
WITHHOLD AUTHORITY to vote for all the nominees [ ]
</TABLE>
______________________________________________________________________________
IF YOU WISH TO WITHHOLD AUTHORITY FOR ANY NOMINEE, PLEASE
MARK THE BOX ENTITLED "FOR ALL EXCEPT" AND WRITE THE NOMINEE'S
NAME(S) ON THE LINE ABOVE.
THIS PROXY WILL, WHEN PROPERLY EXECUTED, BE VOTED AS SPECIFIED HEREIN BY THE
SIGNING SHAREHOLDER. IF NO DIRECTION IS GIVEN, A DULY EXECUTED PROXY WILL BE
VOTED FOR THE FOREGOING PROPOSAL AND WILL BE VOTED IN THE APPOINTED PROXIES'
DISCRETION UPON SUCH OTHER BUSINESS AS MAY PROPERLY COME BEFORE THE MEETING.
<PAGE> 22
The undersigned acknowledges receipt with this Proxy of a copy of the Notice of
Special Meeting and the Proxy Statement of the Board of Trustees. Your
signature(s) on this Proxy should be exactly as your name(s) appear on this
Proxy. If the shares are held jointly, each holder should sign this Proxy.
Attorneys-in-fact, executors, administrators, trustees or guardians should
indicate the full title and capacity in which they are signing.
Dated: , 1996 ____________________________
----------------- Signature of Shareholder
____________________________
Signature (Joint owners)
PLEASE COMPLETE, SIGN, DATE AND RETURN THE PROXY PROMPTLY USING THE ENCLOSED
ENVELOPE WHETHER OR NOT YOU EXPECT TO ATTEND THE MEETING; YOU MAY,
NEVERTHELESS, VOTE IN PERSON IF YOU DO SO ATTEND.
