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Sei Institutional Investments Trust – ‘PRES14A’ for 2/28/97

As of: Friday, 1/3/97 · For: 2/28/97 · Accession #: 893220-97-6 · File #: 811-07257

  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

 1/03/97  Sei Inst’l Investments Trust      PRES14A     2/28/97    1:45K                                    Bowne - Bop/FA

Preliminary Proxy Solicitation Material — Special Meeting — Schedule 14A
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: PRES14A     Sei Inst.Investments Trust Preliminary Proxy Stmnt    20     63K 

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SCHEDULE 14a INFORMATION
 Proxy Statement Pursuant to Section 14(a) of the Securities
 Exchange Act of 1934 (Amendment No. )

Filed by the Registrant [x]                                                     
Filed by a Party other than the Registrant [ ]                                  

Check the appropriate box:                                                      

[X] Preliminary Proxy Statement                                                 
[ ] Confidential, for Use of the Commission Only (as permitted by Rule          
14a-6(e)(2))                                                            
[ ] Definitive Proxy Statement                                                  
[ ] Definitive Additional Materials                                             
[ ] Soliciting Material Pursuant to 240.14a-11(c) or 240.14a-12                 

 SEI INSTITUTIONAL INVESTMENTS TRUST
(Name of Registrant as Specified In Its Charter)

same
(Name of Person(s) Filing Proxy Statement, if other than Registrant)

Payment of Filing Fee (Check the appropriate box):                              

[x] No fee required                                                             
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11(1). 

1)  Title of each class of securities to which transaction applies:     

       _______________________________________________________________________

2)  Aggregate number of securities to which transaction applies:        

       _______________________________________________________________________

3)  Per unit price or other underlying value of transaction computed    
 pursuant to Exchange Act Rule 0-11 (set forth the amount on which
the filing fee is calculated and state how it was determined):  

       _______________________________________________________________________

4)  Proposed maximum aggregate value of transaction:                    

       _______________________________________________________________________

5)  Total fee paid:                                                     

       _______________________________________________________________________

[ ] Fee paid previously with preliminary materials.                             
[ ] Check box if any part of the fee is offset as provided by Exchange          
Act Rule 0-11(a)(2) and identify the filing for which the offsetting    
fee was paid previously. Identify the previous filing by registration   
statement number, or the Form or Schedule and the date of its filing.   

1)  Amount Previously Paid:                                             

       _______________________________________________________________________

2)  Form, Schedule or Registration Statement No.:                       

       _______________________________________________________________________

3)  Filing Party:                                                       

       _______________________________________________________________________

4)  Date Filed:                                                         

       _______________________________________________________________________

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SMALL CAP FUND

--------------------------------------------------------------------------------

 IMPORTANT SHAREHOLDER INFORMATION
--------------------------------------------------------------------------------

THE DOCUMENT YOU HOLD IN YOUR HANDS CONTAINS YOUR PROXY STATEMENT AND PROXY     
CARD. A PROXY CARD IS, IN ESSENCE, A BALLOT. WHEN YOU VOTE YOUR PROXY, IT TELLS 
US HOW TO VOTE ON YOUR BEHALF ON IMPORTANT ISSUES RELATING TO YOUR FUND. EACH   
PROXY CARD MAY BE COMPLETED BY VOTING FOR OR AGAINST THE PROPOSAL RELATING TO   
YOUR FUND. IF YOU SIMPLY SIGN THE PROXY WITHOUT SPECIFYING A VOTE, YOUR SHARES  
WILL BE VOTED IN ACCORDANCE WITH THE RECOMMENDATIONS OF THE BOARD OF TRUSTEES.  

WE URGE YOU TO SPEND A FEW MINUTES WITH THE PROXY STATEMENT, FILL OUT YOUR PROXY
CARD, AND RETURN IT TO US. VOTING YOUR PROXY, AND DOING SO PROMPTLY, ENSURES    
THAT YOUR FUND WILL NOT NEED TO CONDUCT ADDITIONAL MAILINGS. WHEN SHAREHOLDERS  
DO NOT RETURN THEIR PROXIES IN SUFFICIENT NUMBERS, WE HAVE TO MAKE FOLLOW-UP    
SOLICITATIONS, WHICH MAY COST YOUR FUND MONEY.                                  

PLEASE TAKE A FEW MOMENTS TO EXERCISE YOUR RIGHT TO VOTE. THANK YOU.            

--------------------------------------------------------------------------------

 SEI INSTITUTIONAL INVESTMENTS TRUST

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 SEI INSTITUTIONAL INVESTMENTS TRUST

Dear Shareholder,                                                               

A Shareholder Meeting of the Small Cap Fund (the "Fund") of SEI Institutional   
Investments Trust (the "Trust") has been scheduled for February 28, 1997. If you
were a shareholder of record as of the close of business on January 6, 1997, you
are entitled to vote at the meeting or any adjournment of the meeting.          

Whether or not you plan to attend the meeting, we need your vote. While you are,
of course, welcome to join us a the meeting, most shareholders will cast their  
votes by filling out and signing a proxy card. Please mark, sign, and date the  
enclosed proxy card and return it promptly in the enclosed envelope so that the 
maximum number of shares may be voted.                                          

The attached proxy statement is designed to give you information relating to the
proposal on which you are being asked to vote. We encourage you to support the  
Trustees' recommendation. The proposal described in the proxy statement relates 
to the following matter:                                                        

I.       APPROVING THE SELECTION OF LSV ASSET MANAGEMENT ("LSV") AS MONEY       
        MANAGER FOR THE SMALL CAP FUND OF SEI INSTITUTIONAL INVESTMENTS TRUST,
 AND A NEW INVESTMENT SUB-ADVISORY AGREEMENT BETWEEN LSV AND SEI
FINANCIAL MANAGEMENT CORPORATION RELATING TO THE FUND.        

Your vote is important to us. Please do not hesitate to call 1-800-DIAL SEI if  
you have any questions about the proposal under consideration. Thank you for    
taking the time to consider the important proposal and for your investment in   
the SEI Funds.                                                                  

Sincerely,

  David G. Lee
                           President and Chief Executive Officer
                         SEI Institutional Investments Trust

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                                                                PRELIMINARY COPY

 SEI INSTITUTIONAL INVESTMENTS TRUST

 2 OLIVER STREET
BOSTON, MA 02109

 NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
 FEBRUARY 28, 1997

      Notice is hereby given that a Special Meeting of Shareholders of the
Small Cap Fund (the "Fund") of SEI Institutional Investments Trust ("SIIT" or   
the "Trust") will be held at the offices of SEI Financial Management Corporation
("SFM"), Oaks, Pennsylvania 19456, on February 28, 1997, at 3:30 p.m.           

        At the meeting, shareholders of the Fund will be asked to consider and
approve a new Money Manager and a new sub-advisory agreement. The specifics of  
the Proposal, which are more fully described in the attached Proxy Statement,   
are as follows:                                                                 

                  I. TO APPROVE THE SELECTION OF LSV ASSET MANAGEMENT ("LSV") AS
       MONEY MANAGER FOR THE SMALL CAP FUND OF SEI INSTITUTIONAL INVESTMENTS
        TRUST, AND A NEW INVESTMENT SUB-ADVISORY AGREEMENT BETWEEN LSV AND SEI
FINANCIAL MANAGEMENT CORPORATION RELATING TO THE FUND.        

       The Proposal relates to the approval of the selection of LSV to serve
as Money Manager to the Fund, and to the approval of an Investment Sub-Advisory 
Agreement for the Fund. The Trust operates using a "Manager of Managers"        
structure, under which the Trustees are able, upon the recommendation of SFM and
without Shareholder approval, to replace Money Managers and/or appoint          
additional Money Managers for the Fund. However, because LSV is an affiliate of 
SFM, Shareholder approval of the appointment of LSV and of the new sub-advisory 
agreement between LSV and SFM is necessary.                                     

        In accordance with their own discretion, the proxies are authorized to
vote on such other business as may properly come before the Meeting.            

                               BY ORDER OF THE BOARD OF TRUSTEES

                         RICHARD W. GRANT, SECRETARY

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        All Shareholders are cordially invited to attend the Meeting. However,
if you are unable to be present at the Meeting, you are requested to mark, sign,
and date the enclosed Proxy and return it promptly in the enclosed envelope so  
that the Meeting may be held and a maximum number of shares may be voted.       

        Shareholders of record at the close of business on January 6, 1997 are
entitled to notice of and to vote at the Meeting or any adjournment thereof.    

January 20, 1997                                                                

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                                                                PRELIMINARY COPY

 SEI INSTITUTIONAL INVESTMENTS TRUST

 2 OLIVER STREET
BOSTON, MA 02109

 PROXY STATEMENT

This Proxy Statement is furnished in connection with the solicitation of proxies
by the Board of Trustees of SEI Institutional Investments Trust ("SIIT" or the  
"Trust") for use at the Special Meeting of Shareholders to be held on February  
28, 1997, at 3:30 p.m., at the offices of SEI Financial Management Corporation  
("SFM"), Oaks, Pennsylvania 19456, and at any adjourned session thereof (such   
meeting and any adjournment thereof are hereinafter referred to as the          
"Meeting"). Shareholders of the Small Cap Fund (the "Fund") of record at the    
close of business on January 6, 1997 ("Shareholders"), are entitled to vote at  
the Meeting. The approximate number of units of beneficial interest ("shares")  
issued and outstanding for the Fund as of January 6, 1997 was _____________.    

Each share is entitled to one vote and each fractional share is entitled to a   
proportionate fractional vote on each matter as to which such shares are to be  
voted at the Meeting.                                                           

In addition to the solicitation of proxies by mail, Trustees and officers of the
Trust and officers and employees of SFM, the Investment Adviser for the Trust,  
may solicit proxies in person or by telephone. Persons holding shares as        
nominees will, upon request, be reimbursed for their reasonable expenses        
incurred in sending soliciting materials to their principals. The cost of       
solicitation will be borne by the Trust. The proxy and this Proxy Statement are 
being mailed to Shareholders on or about January 20, 1997.                      

Shares represented by duly executed proxies will be voted in accordance with the
instructions given. Proxies may be revoked at any time before they are exercised
by a written revocation received by the President of the Trust at Oaks,         
Pennsylvania 19456, by properly executing a later-dated proxy, or by attending  
the Meeting and voting in person.                                               

INTRODUCTION

The Trust is organized as a Massachusetts business trust and is not required to 
hold annual meetings of Shareholders. The Meeting is being called in order to   
permit the Shareholders of the Fund to vote on the selection of a new Money     
Manager, and to approve a new investment sub-advisory agreement in connection   
with this new relationship. Shareholders are required to approve the selection  
of LSV Asset Management ("LSV") as a Money Manager for the Fund, and to approve 
a new investment sub-advisory agreement between SFM and LSV relating to the     

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Fund.                                                                           

The Trust operates using a "Manager of Managers" structure under which the      
Trustees are able, upon the recommendation of SFM and without Shareholder       
approval, to replace Money Managers and/or appoint additional Money Managers to 
the Fund. However, because LSV is an affiliate of SFM, Shareholder approval is  
necessary.                                                                      

I.       APPROVAL  OF A MONEY MANAGER AND THE NEW INVESTMENT SUB-               
ADVISORY AGREEMENT FOR THE SMALL CAP FUND                     

The Board of Trustees is recommending that Shareholders of the Fund approve LSV 
as an additional Money Manager for the Fund and approve the new Investment      
Sub-Advisory Agreement between SFM and LSV relating to the Fund.                

A.       DISCUSSION OF "MANAGER OF MANAGERS" ARRANGEMENT.                       

Section 15(a) of the Investment Company Act of 1940 (the "Act") requires that   
all contracts pursuant to which persons serve as investment advisers to         
investment companies be approved by shareholders. As interpreted, this          
requirement would apply to the appointment of Money Managers to the Fund. The   
SEC has granted the Trust an exemption from the shareholder approval            
requirements which permits the Trust's Board of Trustees, without Shareholder   
approval, to appoint additional or replacement Money Managers (herein,          
"Managers"). The Board would not, however, be able to replace SFM as investment 
adviser to the Fund without complying with the Act and applicable regulations   
governing Shareholder approval of advisory contracts.                           

Under the "Manager of Managers" structure, SFM has general oversight            
responsibility for the investment advisory services provided to the Trust,      
including formulating investment policies and analyzing economic trends         
affecting the Trust. SFM is responsible for managing the allocation of assets   
among the Managers and directing and evaluating the investment services provided
by the Managers, including their adherence to the Fund's investment objectives  
and policies and the investment performance of the Fund and may provide specific
portfolio security advice. HOWEVER, SFM HAS THE ULTIMATE RESPONSIBILITY FOR THE 
INVESTMENT PERFORMANCE OF THE FUND DUE TO ITS RESPONSIBILITY TO OVERSEE MONEY   
MANAGERS AND RECOMMEND THEIR HIRING, TERMINATION AND REPLACEMENT.               

Under the Manager of Managers structure, Money Managers are selected based      
primarily upon the research and recommendations of SFM, the Investment Adviser  
and Manager of Managers for the Fund. SFM evaluates quantitatively and          
qualitatively each Money Manager's skills and investment results in managing    
assets for specific asset classes, investment styles and strategies. Subject to 
Board review, SFM allocates and, when appropriate, reallocates the Fund's assets
among Money Managers, depending on SFM's assessment of what combination of      
Managers it believes will optimize the Fund's chances of achieving its          
investment objective. After completing this evaluation process, SFM recommended,
and the Board approved, the selection of LSV as a                               

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new Money Manager.                                                              

B.       SELECTION OF LSV ASSET MANAGEMENT AS MONEY MANAGER.                    

The Money Manager. If approved by shareholders, LSV will serve as Money Manager 
for a portion of the assets of the Fund. In accordance with the Fund's          
investment objectives and policies, and under the supervision of SFM and the    
Trust's Board of Trustees, LSV will be responsible for the day-to-day investment
management of a discrete portion of the assets of the Fund authorized to make   
investment decisions for the Fund and place orders on behalf of the Fund to     
effect the investment decisions made. SFM will monitor the compliance of LSV    
with regulatory and tax regulations, such as those relating to portfolio        
concentration and diversification. For the most part, compliance with these     
requirements by LSV with respect to its portion of the Fund will assure         
compliance by the Fund as a whole.                                              

LSV is a registered investment adviser organized as a Delaware general          
partnership. SEI Funds, Inc., an affiliate of SFM, owns a majority interest in  
LSV. The general partners of LSV have developed quantitative value analysis     
methodology and software which has been used to manage assets over the past 5   
years. The portfolio identified by the model has been implemented by a number of
institutional clients with aggregate assets invested of approximately $295      
million. The principal business address of LSV is 181 W. Madison Avenue,        
Chicago, Illinois 60602.                                                        

Listed below are the names, titles and addresses of the principal executive     
officer and each of LSV's partners and principals. No Trustee of the Trust      
purchased or sold partnership interests in LSV during the Trust's most recent   
fiscal year. Except as noted below, the principal business address of each      
partner and principal of LSV is 181 W. Madison Avenue, Chicago, Illinois 60602. 

                                                                [Download Table]

NAME                                        TITLE          
----                                        -----          
                                                           
SEI Funds, Inc.                             General Partner
Oaks, PA  19456                                            

Lakonishok Corporation                      General Partner

Shleifer Corporation                        General Partner

Vishny Corporation                          General Partner

Christopher LaCroix                         Partner        

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                                                                [Download Table]

                                                                
Josef Lakonishok                            Principal and CEO   

Andrei Shleifer                             Principal           

Robert Vishny                               Principal           

Gilbert Beebower                            Chairman, Management
SEI Investments Company                     Committee           
Oaks, PA  19456                                                 

Trustees' Considerations. The Trustees of the Trust, including all of the       
Trustees who are not "interested persons" of the Trust, approved the form of the
Investment Sub-Advisory Agreement with respect to the Fund at a meeting held on 
December 9 and 10, 1996. The Trustees received written and oral information from
both SFM and LSV. SFM recommended the selection of LSV as an additional Money   
Manager and reviewed the considerations and the search process that had led to  
the recommendation. The Trustees also met with representatives of the Money     
Manager and considered information about key personnel, investment philosophy   
and process and performance track record, among other factors.                  

In recommending that the Shareholders approve LSV, the Trustees carefully       
evaluated the investing experience of the Money Manager's key personnel and the 
quality of services the Money Manager can be expected to provide to the Fund,   
including, but not limited to: (1) the nature and quality of the services       
expected to be rendered by the Money Manager; (2) the distinct investment       
objective and policies of the Fund; (3) the compensation payable to the Money   
Manager under the Investment Sub-Advisory Agreement; (4) the history,           
reputation, and background of the Money Manager, as well as the qualifications  
of its personnel and financial condition; (5) its performance record, including 
its performance as Money Manager to the SIIT Large Cap Fund; and (6) other      
factors deemed relevant, including the impact on SFM's profitability. The       
Trustees also reviewed the fees to be paid to the Money Manager in comparison to
those being charged in the relevant segment of the mutual fund business,        
including any benefits received by the Money Manager or its affiliates in       
connection with soft dollar practices.                                          

Duties under the Investment Sub-Advisory Agreement. Under the Investment        
Sub-Advisory Agreement (a copy of which is attached as Exhibit A), the Money    
Manager will make investment decisions for the assets of the Fund allocated to  
it by SFM and continuously review, supervise, and administer the Fund's         
investment program with respect to these assets. The Money Manager will         
discharge its responsibilities subject to the supervision of SFM and the        
Trustees of the Trust and in a manner consistent with the Fund's investment     
objectives, policies and limitations. The Investment Sub-Advisory Agreement     
provides that the Money Manager shall not be protected against any liability to 
the Trust, its shareholders, or SFM by reason of willful misfeasance, bad       

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faith, or negligence on its part in the performance of its duties or from       
reckless disregard by the Money Manager to its obligations or duties thereunder.

Duration and Termination. If approved, and unless terminated earlier, the       
Investment Sub-Advisory Agreement shall continue in effect as to the Fund       
through December, 1998 and thereafter for periods of one year for so long as    
such continuance is specifically approved at least annually: (i) by the vote of 
the holders of a majority of the outstanding shares of the Fund or by the       
Trustees of the Trust, and (ii) by the vote of a majority of those Trustees of  
the Trust who are not parties to the Investment Sub-Advisory Agreement or who   
are not "interested persons" (as that term is defined in the Act) of any party  
thereto, cast in person at a meeting called for the purpose of voting on such   
approval.                                                                       

The Investment Sub-Advisory Agreement will terminate automatically in the event 
of its assignment or in the event that SFM's Investment Advisory Agreement with 
respect to the Fund is terminated. The Investment Sub-Advisory Agreement is     
terminable at any time without penalty by the Trustees of the Trust, or, with   
respect to the Fund, by a vote of a majority of the outstanding shares on not   
less than 30 days' nor more than 60 days' written notice to LSV. In addition,   
the Investment Sub-Advisory Agreement is terminable by LSV upon 90 days' written
notice to the Trust or SFM.                                                     

In the event Shareholders of the Fund do not approve LSV at the Special Meeting 
to which this Proxy Statement relates, or any adjournment thereof, the Trustees 
will consider the appropriate course of action.                                 

Compensation. Under the proposed Investment Sub-Advisory Agreement, SFM will pay
LSV a fee, which is calculated and paid monthly, based on the annual percentage 
rate of .50% of the average monthly market value of the portion of the assets of
the Fund managed by LSV. Under the existing investment sub-advisory agreement   
between SFM and LSV relating to the Large Cap Value Portfolio of SEI            
Institutional Managed Trust ("SIMT") and the Large Cap Fund of SIIT, SFM pays   
LSV a fee, which is calculated and paid monthly, based on the annual percentage 
rate of .20% of the average monthly market value of investments under           
management. During the fiscal year ended September 30, 1996, LSV received from  
SFM $179,000 as compensation for its investment sub-advisory services to the    
SIMT Large Cap Value Portfolio. For the period ended ______, 1996, LSV received 
from SFM $_________ as compensation for its investment sub-advisory services to 
the SIIT Large Cap Fund. For the period ended _____________, SFM received $     
____________ as compensation for its investment advisory services to the Fund.  

THE TRUSTEES RECOMMEND THAT THE SHAREHOLDERS VOTE FOR PROPOSAL I.               

GENERAL INFORMATION ABOUT THE TRUST AND OTHER MATTERS                           

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Distribution. SEI Financial Services Company ("SFS"), a wholly-owned subsidiary 
of SEI Investments Company, Oaks, Pennsylvania 19456 ("SEI"), acts as the       
Distributor of SIIT's shares pursuant to a Distribution Agreement dated June 14,
1996 between the Trust and SFS. Alfred P. West, Jr. serves as Chairman of the   
Board and Chief Executive Officer of SFS and SEI, and Henry H. Greer serves as  
Director, President and Chief Operating Officer of SFS and SEI. William M.      
Doran, a Trustee of the Trust, is a Director and Secretary of SEI.              

Portfolio Transactions. For the period ended November 30, 1996, the Fund paid   
the following amounts in brokerage commissions to affiliates:                   

                                                                [Download Table]

TOTAL BROKERAGE  AMOUNT PAID TO        % PAID TO     
   COMMISSION    AFFILIATED BROKER  AFFILIATED BROKER
                                                     

5% Shareholders. As of January 6, 1997, the following persons were the only     
persons who were, to the knowledge of the Trust, beneficial owners of 5% or more
of shares of the Fund.                                                          

                                                                [Download Table]

NAME AND ADDRESS                       PERCENTAGE OF
OF BENEFICIAL OWNER  NUMBER OF SHARES  FUND'S SHARES
                                                    

The Trust's Trustees and officers do not beneficially own any shares of the     
Trust.                                                                          

Adjournment. In the event that sufficient votes in favor of the Proposal set    
forth in the Notice of the Special Meeting are not received by the time         
scheduled for the meeting, the persons named as proxies may propose one or more 
adjournments of the meeting for a period or periods of not more than 60 days in 
the aggregate to permit further solicitation of proxies with respect to the     
Proposal. Any such adjournment will require the affirmative vote of a majority  
of the votes cast on the question in person or by proxy at the session of the   
meeting to be adjourned. The persons named as proxies will vote in favor of such
adjournment those proxies which they are entitled to vote in favor of the       
Proposal. They will vote against any such adjournment those proxies required to 
be voted against the Proposal. The costs of any such additional solicitation and
of any adjourned session will be borne by the Trust.                            

Required Vote. Approval of the Proposal requires the affirmative vote of a      
majority of the outstanding shares of the Fund. As defined in the Act, "majority
of the outstanding shares" means the vote of (i) 67% or more of the Fund's      
outstanding shares present at a meeting, if the holders of more than 50% of the 
outstanding shares of the Fund are present or represented by proxy, or (ii) more
than 50% of the Fund's outstanding shares, whichever is less.                   

Abstentions and "broker non-votes" will not be counted for or against the       
Proposal, but will be                                                           

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counted for purposes of determining whether a quorum is present. Abstentions    
will be counted as votes present for purposes of determining a "majority of the 
outstanding voting securities" present at the Meeting, and will therefore have  
the effect of counting against the Proposal.                                    

Shareholder Proposals. The Trust does not hold annual Shareholder Meetings.     
Shareholders wishing to submit proposals for inclusion in a proxy statement for 
a subsequent meeting should send their written proposals to the Secretary of the
Trust c/o SEI Investments Company, Legal Department, Oaks, Pennsylvania 19456.  

Reports to Shareholders. The Trust will furnish, without charge, a copy of the  
most recent Annual Report to Shareholders of the Trust and the most recent      
Semi-Annual Report succeeding such Annual Report, if any, on request. Requests  
should be directed to the Trust at Oaks, Pennsylvania 19456, or by calling      
1-800-342-5734.                                                                 

Other Matters. The Trustees know of no other business to be brought before the  
meeting. However, if any other matters properly come before the meeting, it is  
their intention that proxies which do not contain specific restrictions to the  
contrary will be voted on such matters in accordance with the judgment of the   
persons named in the enclosed form of proxy.                                    

----------------

SHAREHOLDERS ARE URGED TO COMPLETE, SIGN AND DATE THE ENCLOSED PROXY AND RETURN 
IT PROMPTLY.                                                                    

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                                                                       EXHIBIT A

 INVESTMENT SUB-ADVISORY AGREEMENT
 SEI INSTITUTIONAL INVESTMENTS TRUST

  AGREEMENT made this day of , 1997, by and among SEI Financial Management
Corporation, (the "Adviser") and LSV Asset Management (the "Sub-Adviser").      

WHEREAS, SEI Institutional Investments Trust, a Massachusetts business
trust (the "Trust") is registered as an open-end management investment company  
under the Investment Company Act of 1940, as amended (the "1940 Act"); and      

WHEREAS, the Adviser has entered into an Investment Advisory Agreement
dated , 1997 (the "Advisory Agreement") with the Trust, pursuant to which the   
Adviser will act as investment adviser to the Small Cap Fund (the "Portfolio"), 
which is a series of the Trust; and                                             

     WHEREAS, the Adviser, with the approval of the Trust, desires to retain the
Sub-Adviser to provide investment advisory services to the Adviser in connection
with the management of the Portfolio, and the Sub-Adviser is willing to render  
such investment advisory services.                                              

NOW, THEREFORE, the parties hereto agree as follows:                  

1.       DUTIES OF THE SUB-ADVISER. Subject to supervision by the Adviser and   
 the Trust's Board of Trustees, the Sub-Adviser shall manage the
   investment operations of the Portfolio and the composition of the
 Portfolio, including the purchase, retention and disposition of
 securities and other assets, in accordance with the Portfolio's
   investment objectives, policies and restrictions as stated in the
    Portfolio's prospectus and statement of additional information, as
      currently in effect and as amended or supplemented from time to time
    (referred to collectively as the "Prospectus"), and subject to the
following:                                                    

(a)      The Sub-Adviser shall provide supervision of the Portfolio's           
  investments and determine from time to time what investments and
      securities will be purchased, retained or sold by the Portfolio, and
         what portion of the assets will be invested or held uninvested in cash.

(b)      In the performance of its duties and obligations under this Agreement, 
         the Sub-Adviser shall act in conformity with the Trust's Declaration of
        Trust (as defined herein) and the Prospectus and with the instructions
         and directions of the Adviser and of the Board of Trustees of the Trust
       and will conform to and comply with the requirements of the 1940 Act,
         the Internal Revenue Code of 1986, and all other applicable federal and
   state laws and regulations, as each is amended from time to time.

(c)      The Sub-Adviser shall determine the securities to be purchased or sold 
      by the Portfolio and will place orders with or through such persons,
      brokers or dealers to carry out the policy with respect to brokerage
         set forth in the Portfolio's Registration Statement (as defined herein)
      and Prospectus or as the Board of Trustees or the Adviser may direct
   from time to time, in conformity with federal securities laws. In
        executing Portfolio transactions and selecting brokers or dealers, the
Sub-Adviser will use its best efforts to seek on behalf of the
Portfolio the best overall terms available. In                

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     assessing the best overall terms available for any transaction, the
Sub-Adviser shall consider all factors that it deems relevant,
       including the breadth of the market in the security, the price of the
   security, the financial condition and execution capability of the
     broker or dealer, and the reasonableness of the commission, if any,
 both for the specific transaction and on a continuing basis. In
   evaluating the best overall terms available, and in selecting the
       broker-dealer to execute a particular transaction the Sub-Adviser may
       also consider the brokerage and research services (as those terms are
  defined in Section 28(e) of the Securities Exchange Act of 1934)
provided to the Portfolio and/or other accounts over which the
        Sub-Adviser or an affiliate of the Sub-Adviser may exercise investment
 discretion. The Sub-Adviser is authorized, subject to the prior
         approval of the Trust's Board of Trustees, to pay to a broker or dealer
    who provides such brokerage and research services a commission for
         executing a portfolio transaction for any of the Portfolios which is in
        excess of the amount of commission another broker or dealer would have
         charged for effecting that transaction if, but only if, the Sub-Adviser
 determines in good faith that such commission was reasonable in
       relation to the value of the brokerage and research services provided
by such broker or dealer -- viewed in terms of that particular
         transaction or terms of the overall responsibilities of the Sub-Adviser
 to the Portfolio. In addition, the Sub-Adviser if authorized to
       allocate purchase and sale orders for portfolio securities to brokers
        or dealers (including brokers and dealers that are affiliated with the
        Sub-Adviser or the Trust's principal underwriter) to take into account
      the sale of shares of the Trust if the Sub-Adviser believes that the
      quality of the transaction and the commission are comparable to what
         they would be with other qualified firms. In no instance, however, will
any Portfolio's securities be purchased from or sold to the   
   Sub-Adviser, the Trust's principal underwriter, or any affiliated
person of either the Trust, the Sub-Adviser or the principal  
    underwriter, acting as principal in the transaction, except to the
         extent permitted by the Securities and Exchange Commission and the 1940
Act.                                                          

(d)      The Sub-Adviser shall maintain all books and records with respect to   
  the Portfolio's portfolio transactions required by subparagraphs
      (b)(5), (6), (7), (9), (10) and (11) and paragraph (f) of Rule 31a-1
         under the 1940 Act and shall render to the Adviser or Board of Trustees
       such periodic and special reports as the Adviser or Board of Trustees
may reasonably request.                                       

       The Sub-Adviser shall keep the Portfolio's books and records required
        to be maintained by the Sub-Adviser of this Agreement and shall timely
      furnish to the Adviser all information relating to the Sub-Adviser's
       services under this Agreement needed by the Adviser to keep the other
     books and records of the Portfolio required by Rule 31a-1 under the
       1940 Act. The Sub-Adviser shall also furnish to the Adviser any other
       information that is required to be filled by the Adviser or the Trust
with the Securities and Exchange Commission ("SEC") or sent to
shareholders under the 1940 Act (including the rules adopted  
      thereunder) or any exemptive or other relief that the Adviser or the
     Trust obtains from the SEC. The Sub-Adviser agrees that all records
  that it maintains on behalf of the Portfolio are property of the
        Portfolio and the Sub-Adviser will surrender promptly to the Portfolio
      any of such records upon the Portfolio's request; provided, however,
      that the Sub-Adviser may retain a copy of such records. In addition,
        for the duration of this Agreement, the Sub-Adviser shall preserve for
  the periods prescribed by Rule 31a-2 under the 1940 Act any such
 records as are required to be maintained by it pursuant to this
  Agreement, and shall transfer said records to any successor Sub-
   Adviser upon the termination of his Agreement (or, if there is no
successor Sub-Adviser, to the Adviser).                       

(e)      The Sub-Adviser shall provide the Portfolio's custodian on each        
business day with information                                 

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    relating to all transactions concerning the Portfolio's assets and
     shall provide the Adviser with such information upon request of the
Adviser.                                                      

(f)      The investment management services provided by the Sub-Adviser under   
         this Agreement are not to be deemed exclusive and the Sub-Adviser shall
        be free to render similar services to others, as long as such services
  do not impair the services rendered to the Adviser or the Trust.

(g)      The Sub-Adviser shall promptly notify the Adviser of any financial     
         condition that is likely to impair the Sub-Adviser's ability to fulfill
its commitment under this Agreement.                          

         Services to be furnished by the Sub-Adviser under this Agreement may be
    furnished through the medium of any of the Sub-Adviser's partners,
officers or employees.                                        

2.       DUTIES OF THE ADVISER. The Adviser shall continue to have              
 responsibility for all services to be provided to the Portfolio
     pursuant to the Advisory Agreement and shall oversee and review the
Sub-Adviser's performance of its duties under this Agreement; 
      provided, however, that nothing herein shall be construed to relieve
       the Sub-Adviser of responsibility for compliance with the Portfolio's
   investment objectives, policies, and restrictions, as provided in
Section 1 hereunder.                                          

3.       DELIVERY OF DOCUMENTS. The Adviser has furnished the Sub-Adviser with  
     copies properly certified or authenticated of each of the following
documents:                                                    

(a)      The Trust's Agreement and Declaration of Trust, as filed with the      
         Secretary of State of the Commonwealth of Massachusetts (such Agreement
      and Declaration of Trust, as in effect on the date of this Agreement
     and as amended from time to time, herein called the "Declaration of
Trust");                                                      

(b)      By-Laws of the Trust (such By-Laws, as in effect on the date of this   
   Agreement and as amended from time to time, are herein called the
"By-Laws");                                                   

(c)      Prospectus(es) of the Portfolio.                                       

4.       COMPENSATION TO THE SUB-ADVISER. For the services to be provided by the
  Sub-Adviser pursuant to this Agreement, the Adviser will pay the
        Sub-Adviser, and the Sub-Adviser agrees to accept as full compensation
       therefor, a sub-advisory fee at the rate specified in the Schedule(s)
        which is attached hereto and made part of this Agreement. The fee will
        be calculated based on the average monthly market value of investments
   under management and will be paid to the Sub-Adviser monthly. The
   Sub-Adviser may, in its discretion and from time to time, waive a
portion of its fee.                                           

5.       LIMITATION OF LIABILITY OF THE SUB-ADVISER. The Sub-Adviser shall not  
     be liable for any error of judgment or for any loss suffered by the
      Adviser in connection with performance of its obligations under this
         Agreement, except a loss resulting from a breach of fiduciary duty with
        respect to the receipt of compensation for services (in which case any
    award of damages shall be limited to the period and the amount set
      forth in Section 36(b)(3) of the 1940 Act), or a loss resulting from
        willful misfeasance, bad faith or negligence on the Sub-Adviser's part
    in the performance of its duties or from reckless disregard of its
         obligations and duties under this Agreement, except as may otherwise be
   provided under provisions of applicable state law which cannot be
waived or modified hereby.                                    

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6.       REPORTS. During the term of this Agreement, the Adviser agrees to      
         furnish the Sub-Adviser at its principal office all prospectuses, proxy
statements, reports to stockholders, sales literature or other
        materials prepared for distribution to stockholders of the Portfolios,
         the Trust or the public that refer to the Sub-Adviser or its clients in
  any way prior to use thereof and not to use material if the Sub-
     Adviser reasonably objects in writing within five business days (or
         such other period as may be mutually agreed) after receipt thereof. The
   Sub-Adviser's right to object to such materials is limited to the
      portions of such materials that expressly relate to the Sub-Adviser,
        its services and its clients. The Adviser agrees to use its reasonable
    best efforts to ensure that materials prepared by its employees or
       agents or its affiliates that refer to the Sub-Adviser or its clients
       in any way are consistent with those materials previously approved by
        the Sub-Adviser as referenced in the first sentence of this paragraph.
        Sales literature may be furnished to the Sub-Adviser by first class or
    overnight mail, facsimile transmission equipment or hand delivery.

7.       INDEMNIFICATION. The Sub-Adviser shall indemnify and hold harmless the 
     Adviser from and against any and all claims, losses, liabilities or
 damages (including reasonable attorney's fees and other related
       expenses) howsoever arising from or in connection with this Agreement
or the performance by the Sub-Adviser of its duties hereunder;
  provided, however, that the Sub-Adviser shall not be required to
       indemnify or otherwise hold the Adviser harmless under this Section 7
       where the claim against, or the loss, liability or damage experienced
      by the Adviser, is caused by or is otherwise directly related to the
       Adviser's own willful misfeasance, bad faith or negligence, or to the
reckless disregard of its duties under this Agreement.        

8.       DURATION AND TERMINATION. This Agreement shall become effective upon   
    its approval by the Trust's Board of Trustees and by the vote of a
 majority of the outstanding voting securities of the Portfolio;
     provided, however, that at any time the Adviser shall have obtained
     exemptive relief from the SEC permitting it to engage a Sub-Adviser
      without first obtaining approval of the Agreement from a majority of
     the outstanding voting securities of the Portfolio(s) involved, the
         Agreement shall become effective upon its approval by the Trust's Board
        of Trustees. Any Sub-Adviser so selected and approved shall be without
  the protection accorded by shareholder approval of an investment
        adviser's receipt of compensation under Section 36(b) of the 1940 Act.

       This Agreement shall continue in effect for a period of more than two
        years from the date hereof only so long as continuance is specifically
        approved at least annually in conformance with the 1940 Act; provided,
    however, that this Agreement may be terminated with respect to the
        Portfolio (a) by the Portfolio at any time, without the payment of any
       penalty, by the vote of a majority of Trustees of the Trust or by the
 vote of a majority of the outstanding voting securities of such
       Portfolio, (b) by the Adviser at any time, without the payment of any
   penalty, on not more than 60 days' nor less than 30 days' written
   notice to the other party, or (c) by the Sub-Adviser at any time,
       without the payment of any penalty, on 90 days' written notice to the
other party. This Agreement shall terminate automatically and 
  immediately in the event of its assignment, or in the event of a
        termination of the Adviser's agreement with the Trust. As used in this
  Section 8, the terms "assignment" and "vote of a majority of the
       outstanding voting securities" shall have the respective meanings set
         forth in the 1940 Act and the rules and regulations thereunder, subject
       to such exceptions as may be granted by the Commission under the 1940
Act.                                                          

9.       GOVERNING LAW. This Agreement shall be governed by the internal laws of
      the Commonwealth of Massachusetts, without regard to conflict of law
principles; provided, however, that nothing herein            

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shall be construed as being inconsistent with the 1940 Act.   

10.      SEVERABILITY. Should any part of this Agreement be held invalid by a   
   court decision, statute, rule or otherwise, the remainder of this
  Agreement shall not be affected thereby. This Agreement shall be
       binding upon and shall inure to the benefit of the parties hereto and
their respective successors.                                  

11.      NOTICE: Any notice, advice or report to be given pursuant to this      
Agreement shall be deemed sufficient if delivered or mailed by
       registered, certified or overnight mail, postage prepaid addressed by
the party giving notice to the other party at the last address
furnished by the other party:                                 

To the Adviser at:       SEI Financial Management Corporation 
  Oaks, PA 19456
                Attention:  Legal Department

To the Sub-Adviser at:   LSV Asset Management                 
         181 W. Madison Avenue
     Chicago, IL 60602
        Attention: President

12.      ENTIRE AGREEMENT. This Agreement embodies the entire agreement and     
    understanding between the parties hereto, and supersedes all prior
    agreements and understandings relating to this Agreement's subject
       matter. This Agreement may be executed in any number of counterparts,
        each of which shall be deemed to be an original, but such counterparts
shall, together, constitute only one instrument.              

Where the effect of a requirement of the 1940 Act reflected in any provision of 
this Agreement is altered by a rule, regulation or order of the Commission,     
whether of special or general application, such provision shall be deemed to    
incorporate the effect of such rule, regulation or order.                       

 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their officers designated below as of the day and year first written
above.                                                                          

SEI Financial Management Corporation     LSV Asset Management                   
                         By SEI Funds, Inc.,
                       a general partner

By:                                        By:                                  

Title:                                     Title:                               

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SCHEDULE A
TO THE
SUB-ADVISORY AGREEMENT DATED _____, 1997
 BETWEEN
SEI FINANCIAL MANAGEMENT CORPORATION
 AND
LSV ASSET MANAGEMENT

Pursuant to Article 4, the Adviser shall pay the Sub-Adviser compensation at an 
annual rate as follows:                                                         

Small Cap Fund                          .50%                                    

Agreed and Accepted:                                                            

SEI Financial Management Corporation    LSV Asset Management                    
                       By SEI Funds, Inc.,
                     a general partner

By:                                       By:                                   

Title:                                    Title:                                

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 SEI INSTITUTIONAL INVESTMENTS TRUST
SMALL CAP FUND

PROXY SOLICITED BY THE BOARD OF TRUSTEES FOR
THE SPECIAL MEETING OF SHAREHOLDERS, FEBRUARY 28, 1997

The undersigned, revoking previous proxies with respect to the Shares (defined  
below), hereby appoints David G. Lee, Kevin P. Robins and Kathryn L. Stanton as 
proxies and each of them, each with full power of substitution, to vote at the  
Special Meeting of Shareholders of the Small Cap Fund (the "Fund") of SEI       
Institutional Investments Trust (the "Trust") to be held in the offices of SEI  
Financial Management Corporation ("SFM"), Oaks, Pennsylvania 19456, on February 
28, 1997, at 3:30 p.m., 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 respecting the approval of the selection of LSV Asset  
Management ("LSV") as Money Manager for the Fund, and the approval of a new     
investment sub-advisory agreement between LSV and SEI Financial Management      
("SFM") relating to the Fund 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                  
PROPOSAL TO:                                                                    

PROPOSAL 1          Approve the selection of LSV as an investment sub-adviser   
                  for the Fund, and to approve a new investment sub-advisory
           agreement between LSV and SFM relating to the Fund.

               ____For          ____Against                ____Abstain

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THIS PROXY WILL, WHEN PROPERLY EXECUTED, BE VOTED AS DIRECTED HEREIN BY THE     
SIGNING SHAREHOLDER. IF NO CONTRARY DIRECTION IS GIVEN WHEN THE DULY EXECUTED   
PROXY IS RETURNED, THIS 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.                                               

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: __________, 1997           _____________________________________________ 
            Signature of Shareholder

                                 _____________________________________________
Title       

                                 _____________________________________________
            Signature (Joint owners)

                                 _____________________________________________
Title       

PLEASE DATE, SIGN AND RETURN PROMPTLY USING THE ENCLOSED, POSTAGE-PAID ENVELOPE 
WHETHER OR NOT YOU EXPECT TO ATTEND THE MEETING; YOU MAY, NEVERTHELESS, VOTE IN 
PERSON IF YOU DO ATTEND.                                                        

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Dates Referenced Herein and Documents Incorporated by Reference

		Referenced-On Page
This ‘PRES14A’ Filing	Date	First	Last	Other Filings

For Period End:	2/28/97	3	19	DEFS14A
	1/20/97	5	6
	1/6/97	3	11	497
Filed on:	1/3/97
	11/30/96	11		N-30D, NSAR-A
	9/30/96	10
	6/14/96	11		497
				List all Filings

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Filing Submission 0000893220-97-000006 – Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

Sei Institutional Investments Trust – ‘PRES14A’ for 2/28/97

As of: Friday, 1/3/97 · For: 2/28/97 · Accession #: 893220-97-6 · File #: 811-07257

Preliminary Proxy Solicitation Material — Special Meeting — Schedule 14AFiling Table of Contents

Dates Referenced Herein and Documents Incorporated by Reference

Preliminary Proxy Solicitation Material — Special Meeting — Schedule 14A
Filing Table of Contents