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CORRESP
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    Lauren A. Engel

    Associate

    215.963.5503

     

    June 12, 2023

     

     

FILED AS EDGAR CORRESPONDENCE

 

Ms. Yoon Choo

U.S. Securities and Exchange Commission

Division of Investment Management

100 F Street, NE

Washington, D.C. 20549

 

 Re: Response letter to comments on Post-Effective Amendment No. 131 to the Registration Statement of SEI Institutional Managed Trust
(File Nos. 033-09504 and 811-04878)

 

Dear Ms. Choo:

 

On behalf of our client, SEI Institutional Managed
Trust (the “Trust” or “SIMT”), this letter responds to the comments and questions you provided via telephone on
May 11, 2023, regarding the Trust’s Post-Effective Amendment No. 131, under the Securities Act of 1933, as amended (the “1933
Act”), and Amendment No. 133, under the Investment Company Act of 1940, as amended (the “1940 Act”), to its Registration
Statement filed with the SEC on March 29, 2023 pursuant to Rule 485(a)(2) under the 1933 Act (the “Amendment”), for the purpose
of adding a new fund, the Liquid Alternative Fund (the “Fund”). As indicated in the Amendment, SEI Investments Management
Corporation (the “Adviser”) will serve as investment adviser to the Fund. Below, we have briefly summarized your comments
and questions, followed by our responses. Capitalized terms not defined herein should be given the meaning provided in the Amendment.

 

 1. Comment.          If the fees and expenses incurred indirectly by the Fund as a result of its
investment in shares of one or more exchange-traded funds (“ETFs”) will exceed 0.01% of the average net assets of the Fund,
then include an “Acquired Fund Fees and Expenses” (“AFFE”) separate line item within the Fees and Expenses table. 
If AFFE is included as a separate line item, then also disclose that AFFE is based on estimated amounts for the current fiscal year. 
If AFFE is not expected to exceed one basis point, then supplementally confirm that such expenses will be included in the “Other
Expenses” line item within the Fees and Expenses table.  See instruction 3(f)(vi) to Item 3 of Form N-1A.

 

Response.          The
Adviser confirms that the fees and expenses incurred indirectly by the Fund as a result of its investment in shares of one or more ETFs
are not expected to exceed 0.01% of the average net assets of the Fund during its current fiscal year and, accordingly, estimated amounts
of any such fees have been included within the “Other Expenses” line item within the Fees and Expenses table.

 

     

     

 

Ms. Yoon Choo

June 12, 2023

Page 2

 

 2. Comment.          In the second sentence following the “Example” sub-heading in the
Fund’s summary section, please revise the sentence to state “hold or redeem all of your shares” to clarify that
the expense example applies whether a shareholder holds or redeems shares of the Fund.

 

Response.          The
requested change has been made.

 

 3. Comment.          Because
the Fund’s principal investment strategies state that the Fund will invest primarily in derivative instruments, please address
the following comments: 

 

(a).          Disclose the expected notional
value of derivatives relative to the Fund’s total assets.

 

Response.          The Trust has provided information responsive to this request supplementally
and confidentially, which will be sent via letter dated June 12, 2023, delivered overnight.

 

(b).          Disclose in the principal investment
strategies whether the derivative instruments will be principally exchange-traded or over-the-counter.

 

Response.          In
response to your comment, we have added disclosure to the Fund’s principal investment strategies stating that the Fund will invest
primarily in exchange-traded derivative instruments.

 

(c).          If the Fund will need to collateralize
its derivative investments, disclose the types of investments that will serve as collateral.

 

Response.          In
response to the Staff’s comment, the Trust has added disclosure stating that the Fund will use primarily cash and money market instruments
to collateralize its derivative investments.

 

(d).          Supplementally confirm that
the Fund will qualify as a “diversified” fund, as defined in Section 5(b)(1) of the 1940 Act.

 

Response.          As
disclosed in the Fund’s fundamental investment policies in the preliminary Statement of Additional Information filed on March 29,
2023, the Trust supplementally confirms that the Fund will qualify as a “diversified” fund.

 

(e).          Supplementally provide hypothetical
value-at-risk (“VaR”) calculations demonstrating how the Fund anticipates being able to achieve its objective while remaining
in compliance with the VaR test under Rule 18f-4. In responding to this comment: (i) disclose the designated reference portfolio (index)
that the Fund plans to use; and (ii) explain how the index meets the definition of designated reference portfolio under Rule 18f-4.

 

     

     

 

Ms. Yoon Choo

June 12, 2023

Page 3

 

Response.          The Trust has provided information responsive to this request supplementally
and confidentially, which will be sent via letter dated June 12, 2023, delivered overnight.

 

 4. Comment.          In
the “Principal Investment Strategies” section, please disclose the types of ETFs that the Fund expects to invest in and how
such investments will factor into the Fund’s overall investment strategy.

 

Response.          In
response to the Staff’s comment, the Trust has added disclosure to Item 4 and Item 9 to clarify that the Fund may invest in ETFs
from time to time, which may include US and Euro corporate bond ETFs.

 

 5. Comment.           Regarding the statement in the “Principal Investment Strategies”
that the “Fund seeks to approximate the returns of a model portfolio or composite of hedge funds”.

 

(a).          With
respect to “approximate the return,” please indicate whether this refers to the Fund’s performance before or
after the Fund’s fees and expenses. Also, the term “approximate” is vague. What margin of error is the term “approximate”
intended to convey? Please consider revising to better inform investors.

 

Response.          The
phrase “approximate the return” refers generally to the fact that the Fund’s portfolio managers will seek to invest
the Fund’s cash in assets that provide an investment return with a profile similar to that of the aggregate investment return of
the private funds that make up the Composite. There is no specific margin of error that the term “approximate” refers to.
In response to your comment, we have revised the disclosure to remove the word “approximate,” as the intent of this phrase
is to express a more general concept about the Fund’s strategy and not to make any quantitative promises about the similarities
between the Fund’s performance and the performance of the Composite.

 

(b).          With respect to “[r]eturns
of a model portfolio,” please indicate in the disclosure whether the return of the Composite is a price return or total return.

 

Response.         In
response to the Staff’s comment, the Trust has added “total” prior to “return.”

 

(c).          Please clarify whether the terms
 “model portfolio” or “composite” are intended to have different meanings. If a model portfolio is different from
the composite, please supplementally state whether the monies are actually invested or simply back-tested for performance results.

 

     

     

 

Ms. Yoon Choo

June 12, 2023

Page 4

 

Response.           The
terms “model portfolio” and “composite” are synonyms. To reduce the potential for investor confusion, we have
revised the phrase “model portfolio or composite of hedge funds and alternative investment strategies” to “model composite
of alternative investments, which may primarily consist of hedge funds.” The model composite of hedge funds that the Sub-Adviser
uses to determine the Fund’s investment portfolio is tracked and back-tested using data available to the Sub-Adviser. The Sub-Adviser
does not invest monies in the model composite of hedge funds, but instead uses the model composite of hedge funds to make investment decisions
with respect to the accounts managed by the Sub-Adviser that employ this strategy, including the Fund.

 

 6. Comment.          In the “Principal Investment Strategies” section, please clarify
whether “alternative investment strategies” and “hedge funds” are two different categories.

 

Response.          In
response to the Staff’s comment, the Trust revised the disclosure with respect to alternative investment strategies and hedge funds
to clarify that hedge funds are one means through which investors get access to certain alternative investment strategies.

 

 7. Comment.          Please disclose in an appropriate location within the prospectus the rules used
to create and maintain the Composite including: (a) component selection criteria, explaining how index components are included/excluded;
(b) weighting methodology, explaining how components of an index are weighted; and (c) rebalance and reconstitution process, including
frequency.  

 

Response.          In
response to the Staff’s comment, the Trust has added disclosure in Item 9 that further describes the rules used to create and maintain
the Composite.

 

 8. Comment.          The
 “Principal Investment Strategies” section states that the Composite consists of two sleeves. Please provide a plain English
definition for “sleeve” where first used within the strategy.

 

Response.          Although
we are of the view that the term “sleeve” is commonly understood in the market and readily apparent to the typical investor,
we have, nonetheless, made clarifying changes to the disclosure in response to the Staff’s comment.

 

 9. Comment.          In the “Principal Investment Strategies” section, please clarify
whether the discussion of the “Multi-Strategy Sleeve” is referring to the Composite.  If the disclosure is not intended
to refer to the Composite, please revise the disclosure to clarify, if accurate, that the Multi-Strategy Sleeve is a sub-component of
the Fund's overall strategy to approximate the returns of the Composite.

 

Response.          In
response to the Staff’s comment, the Trust has added disclosure to clarify that the Multi-Strategy Sleeve is one of the two components
that make up the Composite.

 

 10. Comment.          Please
briefly describe in Item 4 and in Item 9 each of the alternative investment strategies listed under the “Multi-Strategy Sleeve”
heading.

 

     

     

 

Ms. Yoon Choo

June 12, 2023

Page 5

 

Response.          In
response to the Staff’s comment, the Trust has added disclosure to Item 4 and Item 9 that briefly describes equity long/short strategies,
global macro strategies, event driven strategies and relative value strategies.

 

 11. Comment.          In the “Principal Investment Strategies” section, the statement
that “SIMC may instruct the Sub-Adviser to discontinue use of any of these strategies or add one or more new strategies in an effort
to better replicate the returns of the overall hedge fund market,” may be confusing in light of the earlier statement that the Fund
seeks to approximate the returns of the Composite.  If the objective of this sleeve, as opposed to the Fund as whole, is to replicate
the returns of the overall hedge fund market, please clarify the disclosure.

 

Response.          The
purpose of this disclosure is to convey to prospective investors that SIMC has the ability to influence the Sub-Adviser’s implementation
of the Fund’s overall investment strategy so that the Fund’s portfolio emphasizes or deemphasizes (i) equity long/short strategies;
(ii) global macro strategies; (iii) event driven strategies; and (iv) relative value strategies. In response to the Staff’s comment,
the Trust has further clarified this disclosure.

 

 12. Comment.          In the “Principal Investment Strategies” section, please briefly
explain (i) what the “Managed Futures Sleeve” is; and (ii) how the Managed Futures Sleeve fits into the Fund’s overall
strategy to approximate the returns of the Composite.

 

Response.          In
response to the Staff’s comment, the Trust has added additional language to further explain the Managed Futures Sleeve and clarify
its role with respect to the Fund’s overall portfolio.

 

 13. Comment.          The “Principal Investment Strategies” section states that the Composite
uses a rules-based approach.  Please describe in an appropriate location the rules used to increase or decrease a sleeve's weighting
in the Composite or alter the mix of alternative investment strategies that the Fund will be exposed to. Additionally, please reconcile
the statement that “[t]he Fund seeks to achieve returns similar to the average returns of the Composite through a dynamic allocation
of long and synthetic short investments among the global equity, fixed income and currency markets” with the earlier statement that
the “Fund seeks to approximate the returns of a model portfolio or composite of hedge funds.” If the goal is to achieve returns
similar to the average returns of the Composite, please disclose the period over which the average is calculated.

 

Response.          Regarding
the first part of the Staff’s comment, we have already addressed this in response to comment #7 above. Regarding the second part
of the Staff’s comment, we do not consider these statements to be inconsistent, as alternative investment strategies span equity,
fixed income and currency markets globally. Regarding the third part of the Staff’s comment, the Fund’s investment objective
is long-term capital appreciation.

 

 14. Comment.          The “Principal Investment Strategies” section states that “[t]he
Fund seeks to achieve returns similar to the average returns of the Composite through a dynamic allocation of long and synthetic short
investments among the global equity, fixed income and currency markets.” The term “synthetic short investments” is only
used in the Item 4 disclosure and is not explained.

 

     

     

 

Ms. Yoon Choo

June 12, 2023

Page 6

 

Please explain “synthetic short investments” in an appropriate location
in the prospectus and describe how such a position is created.

 

Response.          In
response to the Staff’s comment, we have added disclosure that explains synthetic short investments.

 

 15. Comment.          In the “Principal Investment Strategies” section, the disclosure
references the Fund’s exposure to the fixed income and currency markets but only describes exposure to various fixed income investments.
However, the currency risk disclosure states that “due to the [Fund's] active positions in currencies and [as] a result of the Fund’s
investments in securities or other investments denominated in, and/or receiving revenues in, foreign currencies, the Fund will be subject
to currency risk." Please explain in the “Principal Investment Strategies” section how the Fund's investments provide
exposure to the currency markets.

 

Response.          In
response to the Staff’s comment, additional disclosure has been added to address how the Fund may have exposure to the currency
markets.

 

 16. Comment.          The
Fund’s “Principal Investment Strategies” section states that the Fund can invest in U.S. or non-U.S. issuers. As such,
in the currency risk disclosure, if accurate, please state that the debt instruments may be denominated in foreign currency.

 

Response.          The
requested change has been made.

 

 17. Comment.          The
following investments are listed as principal investments of the Fund but do not have corresponding Item 4 risk disclosure: “to
be announced” transactions, obligations of supranational entities, money market instruments and money market funds. Please add
corresponding risk disclosure in Item 4 for such investments.

 

Response.