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AMENDMENT #2
SEI INSTITUTIONAL MANAGED TRUST
CERTIFICATE OF CLASS DESIGNATION
CLASS I SHARES
1. CLASS-SPECIFIC DISTRIBUTION ARRANGEMENTS; OTHER EXPENSES
Class I shares are sold without a sales charge, but are subject to a
shareholder servicing fee of up to .25% payable to the SEI Investments
Distribution Co. (the "Distributor") and administrative fee up to .25%
payable to certain broker dealers and their affiliated registered investment
advisers (the "Intermediaries").
The Distributor will provide or will enter into written agreements with service
providers who will provide one or more of the following shareholder services to
clients who may from time to time beneficially own shares: (i) maintaining
accounts relating to clients that invest in shares; (ii) providing information
periodically to clients showing their position in shares; (iii) arranging for
bank wires; (iv) responding to client inquiries relating to the services
performed by the Distributor or any service provider; (v) responding to
inquiries from clients concerning their investments in shares; (vi) forwarding
shareholder communications from the Portfolio (such as proxies, shareholder
reports, annual and semi-annual financial statements and dividend, distribution
and tax notices) to clients; (vii) processing purchase, exchange and redemption
requests from clients and placing such orders with the Portfolio or its service
providers; (viii) assisting clients in changing dividend options, account
designations, and addresses; (ix) providing subaccounting with respect to
shares beneficially owned by clients; (x) processing dividends payments from
the Portfolio on behalf of clients; and (xi) providing such other similar
services as the Portfolio may reasonably request to the extent that the
Distributor and/or the service provider is permitted to do so under applicable
laws or regulations.
Each Intermediary will provide or will enter into written agreements with
service providers who will provide one or more of the following administrative
services to clients who may from time to time beneficially own shares: (i)
providing subaccounting with respect to shares beneficially owned by clients;
(ii) providing information periodically to clients showing their positions in
shares; (iii) forwarding shareholder communications from the Portfolio (such as
proxies, shareholder reports, annual and semi-annual financial statements and
dividend, distribution and tax notices) to clients; (iv) processing purchase,
exchange and redemption requests from clients and placing such orders with the
Portfolio or its service providers; (v) processing dividend payments from the
Portfolio on behalf of the clients; and (vi) providing such other similar
services as the Portfolio may, through the Intermediaries, reasonably request
to the extent that the service provider is permitted to do so under applicable
laws or regulations.
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2. ELIGIBILITY OF PURCHASERS
Class I shares of the Portfolio require a minimum initial investment of
$100,000 with minimum subsequent investments of $1000.
3. EXCHANGE PRIVILEGES
Class I shares of each Portfolio may be exchanged for Class I shares of each
other Portfolio of the Trust in accordance with the procedures disclosed in
the Portfolio's Prospectus and subject to and applicable limitations
resulting from the closing of Portfolios to new investors.
4. VOTING RIGHTS
Each Class I shareholder will have one vote for each full Class I share held
and a fractional vote for each fractional Class I share held. Class I
shareholders will have exclusive voting rights regarding any matter submitted
to shareholders that relates solely to Class I (such as a distribution plan or
service agreement relating to Class I), and will have separate voting rights on
any other matter submitted to shareholders in which the interests of the Class
I shareholders differ from the interests of holders of any other class.
5. CONVERSION RIGHTS
Class I shares do not have a conversion feature.
SEI INSTITUTIONAL MANAGED TRUST
CERTIFICATE OF CLASS DESIGNATION
Class Y Shares
1. CLASS-SPECIFIC DISTRIBUTION ARRANGEMENTS; OTHER EXPENSES
Class Y shares are sold without a sales charge, but are subject to a
shareholder servicing fee of up to .25% payable to the Distributor. Class Y
shares have an administrative fee which is 0.20% lower than class A shares of
the Portfolios of the Trust. The Distributor will provide or will enter into
written agreements with service providers who will provide one or more of the
following shareholder services to clients who may from time to time
beneficially own shares: (i) maintaining accounts relating to clients that
invest in shares; (ii) providing information periodically to clients showing
their position in shares; (iii) arranging for bank wires; (iv) responding to
client inquiries relating to the services performed by the Distributor or any
service provider; (v) responding to inquiries from clients concerning their
investments in shares; (vi) forwarding shareholder communications from the
Fund (such as proxies, shareholder reports, annual and semi-annual financial
statements and dividend, distribution and tax notices) to clients; (vii)
processing purchase, exchange and redemption requests from clients and
placing such orders with the Fund or its service providers; (viii) assisting
clients in changing dividend options, account designations, and addresses;
(ix) providing subaccounting with respect to shares beneficially
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owned by clients; (x) processing dividends payments from the Fund on behalf of
clients; and (xi) providing such other similar services as the Fund may
reasonably request to the extent that the Distributor and/or the service
provider is permitted to do so under applicable laws or regulations.
2. ELIGIBILITY OF PURCHASERS
Class Y shares of the Portfolio require a minimum initial investment of
$100,000 with a minimum subsequent investments of $1000.
3. EXCHANGE PRIVILEGES
Class Y shares of each Portfolio may be exchanged for Class Y shares of each
other Portfolio of the Trust in accordance with the procedures disclosed in
the Portfolio's Prospectus and subject to and applicable limitations
resulting from the closing of Portfolios to new investors.
4. VOTING RIGHTS
Each Class Y shareholder will have one vote for each full Class Y share held
and a fractional vote for each fractional Class Y share held. Class Y
shareholders will have exclusive voting rights regarding any matter submitted
to shareholders that relates solely to Class Y (such as a distribution plan or
service agreement relating to Class Y), and will have separate voting rights on
any other matter submitted to shareholders in which the interests of the Class
Y shareholders differ from the interests of holders of any other class.
5. CONVERSION RIGHTS
Class Y shares do not have a conversion feature.
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