0001104659-04-037737 Sample Contracts

BY-LAWS OF SEI INSTITUTIONAL MANAGED TRUST
Sei Institutional Managed Trust • November 29th, 2004
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INVESTMENT SUB-ADVISORY AGREEMENT SEI INSTITUTIONAL MANAGED TRUST
Sub-Advisory Agreement • November 29th, 2004 • Sei Institutional Managed Trust • Massachusetts

AGREEMENT made this 18th day of May, 2004 between SEI Investments Management Corporation (the “Adviser”) and Integrity Asset Management, LLC (the “Sub-Adviser”).

AMENDED AND RESTATED ADMINISTRATION AND TRANSFER AGENCY AGREEMENT
Administration and Transfer Agency Agreement • November 29th, 2004 • Sei Institutional Managed Trust • Massachusetts

Portfolios: This Agreement shall apply with respect to all portfolios of the Trust, either now existing or in the future created. The following is a listing of the current portfolios of the Trust (collectively, the “Funds”):

MUTUAL FUND CUSTODY AGREEMENT
Mutual Fund Custody Agreement • November 29th, 2004 • Sei Institutional Managed Trust

THIS AGREEMENT is made as of September 17, 2004, by and between SEI INSTITUTIONAL MANAGED TRUST, a Massachusetts business trust (the “Fund”), and WACHOVIA BANK, NATIONAL ASSOCIATION, a National Bank (“Wachovia”).

SEI INSTITUTIONAL MANAGED TRUST ASSIGNMENT AND ASSUMPTION AGREEMENT
Assignment and Assumption Agreement • November 29th, 2004 • Sei Institutional Managed Trust • Massachusetts

THIS ASSIGNMENT AND ASSUMPTION AGREEMENT (“Agreement”), effective as of July 1, 2004, is made by and between Prudential Investment Management, Inc. (“Assignor”), Quantitative Management Associates LLC (“Assignee”) and SEI Investments Management Corporation (“Adviser”) with reference to the following Recitals.

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