-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, SypB/HE8g4Wo5oZAReJNw0DJbMnqiFgunlVuqOnrPKc8mMsZPL9LIv/eXedXOvAj KE0X/mm6mswzoUU9Er7hfg== 0000893220-96-000610.txt : 19960426 0000893220-96-000610.hdr.sgml : 19960426 ACCESSION NUMBER: 0000893220-96-000610 CONFORMED SUBMISSION TYPE: 485APOS PUBLIC DOCUMENT COUNT: 14 FILED AS OF DATE: 19960425 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: SEI INTERNATIONAL TRUST CENTRAL INDEX KEY: 0000835597 STANDARD INDUSTRIAL CLASSIFICATION: [] STATE OF INCORPORATION: MA FISCAL YEAR END: 0228 FILING VALUES: FORM TYPE: 485APOS SEC ACT: 1933 Act SEC FILE NUMBER: 033-22821 FILM NUMBER: 96550955 FILING VALUES: FORM TYPE: 485APOS SEC ACT: 1940 Act SEC FILE NUMBER: 811-05601 FILM NUMBER: 96550956 BUSINESS ADDRESS: STREET 1: 2 OLIVER ST CITY: BOSTON STATE: MA ZIP: 02109 BUSINESS PHONE: 8003425734 MAIL ADDRESS: STREET 1: SEI INTERNATIONAL TRUST STREET 2: 680 E SWEDESFORD RD CITY: WAYNE STATE: PA ZIP: 19087 FORMER COMPANY: FORMER CONFORMED NAME: SEI WEALTH MANAGEMENT TRUST DATE OF NAME CHANGE: 19900129 485APOS 1 SEI INTERNATIONAL TRUST P.E. AMENDMENT #21 1 As filed with the Securities and Exchange Commission File No. 33-22821 on April 25, 1996 File No. 811-5601 ================================================================================ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM N-1A REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 / / POST-EFFECTIVE AMENDMENT NO. 21 /x/ and REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 / / AMENDMENT NO. 22 /x/ SEI INTERNATIONAL TRUST (Exact name of registrant as specified in charter) c/o CT Corporation 2 Oliver Street Boston, Massachusetts 02109 (Address of Principal Executive Offices) (Zip Code) Registrant's Telephone Number, including Area Code (800) 342-5734 David G. Lee c/o SEI Corporation 680 E. Swedesford Road Wayne, Pennsylvania 19087 (Name and Address of Agent for Service) Copies to: Richard W. Grant, Esquire Morgan, Lewis & Bockius LLP 2000 One Logan Square Philadelphia, PA 19103 It is proposed that this filing become effective (check appropriate box) / / immediately upon filing pursuant to paragraph (b) /X/ 60 days after filing pursuant to paragraph (a) / / on [date] pursuant to paragraph (b) / / on [date] pursuant to paragraph (a) of Rule 485. Registrant has elected to register an indefinite number of securities pursuant to Rule 24f-2 under the Investment Company Act of 1940, as amended. Registrant has filed a Rule 24f-2 Notice on April 25, 1996 for its fiscal year ended February 29, 1996. 2 SEI INTERNATIONAL TRUST CROSS REFERENCE SHEET N-1A Item No. Location PART A-International Equity, Emerging Markets Equity and International Fixed Income Portfolios-Class A Item 1. Cover page . . . . . . . . . . . . . . . . . . . . . . . Cover Page Item 2. Synopsis . . . . . . . . . . . . . . . . . . . . . . . . Annual Operating Expenses Item 3. Condensed Financial Information . . . . . . . . . . . . Financial Highlights; Performance Item 4. General Description of Registrant . . . . . . . . . . . The Trust; Investment Objective and Policies; Investment Limitation Item 5. Management of the Fund . . . . . . . . . . . . . . . . . Trustees of the Trust; The Manager and Shareholder Servicing Agent; The Adviser; The Sub-Advisers Item 5A. Management's Discussion of Fund Performance . . . . . . ** Item 6. Capital Stock and Other Securities . . . . . . . . . . . Voting Rights, Shareholder Inquiries; Dividends; Taxes Item 7. Purchase of Securities Being Offered . . . . . . . . . . Purchase and Redemption of Shares Item 8. Redemption or Repurchase . . . . . . . . . . . . . . . . Purchase and Redemption of Shares Item 9. Pending Legal Proceedings . . . . . . . . . . . . . . . * PART A-International Equity Portfolio-Class D Item 1. Cover page . . . . . . . . . . . . . . . . . . . . . . . Cover Page Item 2. Synopsis . . . . . . . . . . . . . . . . . . . . . . . . Shareholder Transaction Expenses; Annual Operating Expenses Item 3. Condensed Financial Information . . . . . . . . . . . . Financial Highlights Item 4. General Description of Registrant . . . . . . . . . . . The Trust; Investment Objective; Investment Policies; Investment Limitations Item 5. Management of the Fund . . . . . . . . . . . . . . . . . Trustees of the Trust, The Manager and Shareholder Servicing Agent; The Adviser; The Sub-Advisers Item 5A. Management's Discussion of Fund Performance . . . . . . ** Item 6. Capital Stock and Other Securities . . . . . . . . . . . Voting Rights, Shareholder Inquiries; Dividends; Taxes Item 7. Purchase of Securities Being Offered . . . . . . . . . . Purchase of Shares Item 8. Redemption or Repurchase . . . . . . . . . . . . . . . . Redemption of Shares Item 9. Pending Legal Proceedings . . . . . . . . . . . . . . . *
i 3 PART B- All Portfolios Item 10. Cover Page . . . . . . . . . . . . . . . . . . . . . . . Cover Page Item 11. Table of Contents . . . . . . . . . . . . . . . . . . . Table of Contents Item 12. General Information and History . . . . . . . . . . . . The Trust Item 13. Investment Objectives and Policies . . . . . . . . . . . Description of Permitted Investments; Investment Limitations Item 14. Management of the Registrant . . . . . . . . . . . . . . Trustees and Officers of the Trust; The Manager and Shareholder Servicing Agent; The Adviser and Sub-Adviser Item 15. Control Persons and Principal Holders of Securities . . . . . . . . . . . . . . . . . . . . . . 5% Shareholders; Trustees and Officers of the Trust Item 16. Investment Advisory and Other Services . . . . . . . . . The Adviser; The Manager and Shareholdor Servicing Agent; Distribution; Experts Item 17. Brokerage Allocation . . . . . . . . . . . . . . . . . . Portfolio Transactions Item 18. Capital Stock and Other Securities . . . . . . . . . . . Description of Shares Item 19. Purchase, Redemption, and Pricing of Securities Being Offered . . . . . . . . . . . . . . . Purchase and Redemption of Shares (Prospectus) Item 20. Tax Status . . . . . . . . . . . . . . . . . . . . . . . Taxes (Prospectus); Tax Item 21. Underwriters . . . . . . . . . . . . . . . . . . . . . . Distribution Item 22. Calculation of Performance Data . . . . . . . . . . . . Performance Item 23. Financial Statements . . . . . . . . . . . . . . . . . . Financial Statements (except with respect to the Emerging Markets Equity Portfolio)
PART C Information required to be included in Part C is set forth under the appropriate Item, so numbered, in Part C of this Registration Statement. - ----------------- * Not Applicable ** Information required by Item 5A is contained in the Annual Report for the fiscal year ending February 29, 1996. ii 4 SEI INTERNATIONAL TRUST JUNE 28, 1996 - -------------------------------------------------------------------------------- INTERNATIONAL EQUITY PORTFOLIO EMERGING MARKETS EQUITY PORTFOLIO INTERNATIONAL FIXED INCOME PORTFOLIO - -------------------------------------------------------------------------------- This Prospectus concisely sets forth information about the above-referenced Portfolios that an investor needs to know before investing. Please read this Prospectus carefully before investing, and keep it on file for future reference. A Statement of Additional Information dated June 28, 1996, has been filed with the Securities and Exchange Commission (the "SEC") and is available upon request and without charge by writing the Distributor, SEI Financial Services Company, 680 East Swedesford Road, Wayne, Pennsylvania 19087-1658, or by calling 1-800-342-5734. The Statement of Additional Information is incorporated by reference into this Prospectus. SEI International Trust (the "Trust") is an open-end management investment company, certain classes of which offer financial institutions a convenient means of investing their own funds, or funds for which they act in a fiduciary, agency or custodial capacity, in professionally managed diversified and non-diversified portfolios of securities. A portfolio may offer separate classes of shares that differ from each other primarily in the allocation of certain distribution expenses and minimum investments. This Prospectus offers the Class A shares of each of the Trust's equity and fixed income portfolios (each a "Portfolio" and, together, the "Portfolios") listed above. - -------------------------------------------------------------------------------- THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION, NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. THE TRUST'S SHARES ARE NOT DEPOSITS OR OBLIGATIONS OF, OR GUARANTEED OR ENDORSED BY, ANY BANK. THE TRUST'S SHARES ARE NOT FEDERALLY INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION, THE FEDERAL RESERVE BOARD OR ANY OTHER GOVERNMENT AGENCY. INVESTMENT IN THE SHARES INVOLVES RISK, INCLUDING POSSIBLE LOSS OF THE PRINCIPAL AMOUNT INVESTED. 5 ANNUAL OPERATING EXPENSES (as a percentage of average net assets) - --------------------------------------------------------------------------------
EMERGING INTERNATIONAL MARKETS INTERNATIONAL EQUITY EQUITY FIXED INCOME PORTFOLIO PORTFOLIO PORTFOLIO ------------- ---------- ------------- Management/Advisory Fees (after fee waiver and reimbursement) (1) .96% .95% .72% 12b-1 Fees none none none Total Other Expenses .32% 1.00% .28% Shareholder Servicing Fees (after waiver) (2) .13% .00% .00% - --------------------------------------------------------------------------------------------------------------------- Total Operating Expenses (after fee waiver and reimbursement) (3) (4) 1.28% 1.95% 1.00% - ---------------------------------------------------------------------------------------------------------------------
(1) SEI Financial Management Corporation ("SFM"), in its capacity as Manager for each Portfolio, and certain of the sub-advisers, have waived, on a voluntary basis, a portion of their fee, and the management/advisory fees shown reflect these voluntary waivers. SFM and the sub-advisers each reserve the right to terminate its waiver at any time in its sole discretion. Absent such fee waiver, management/advisory fees would be .90% for the International Fixed Income Portfolio. For the Emerging Markets Equity Portfolio, SFM has agreed to waive its management fee, and, if necessary, pay other operating expenses of the Portfolio in an amount that operates to limit the total operating expenses of the Class A shares. Absent this fee waiver and expense reimbursement, management/advisory fees would be 1.70% for the Emerging Markets Equity Portfolio. Management/advisory fees have been restated to reflect current expenses. (2) The Distributor has waived, on a voluntary basis, all or a portion of its shareholder servicing fee, and the Shareholder Servicing Fees shown reflect this waiver. The Distributor reserves the right to terminate its waiver at any time in its sole discretion. Absent such waiver, Shareholder Servicing Fees would be .25% for each of the Portfolios. (3) Total operating expenses for the International Equity Portfolio have been restated to reflect a reduction in fee waivers. (4) Absent the voluntary fee waivers and expense reimbursement described above, total operating expenses would be 1.40% for the International Equity Portfolio, 2.95% for the Emerging Markets Equity Portfolio and 1.43% for the International Fixed Income Portfolio. Additional information may be found under "The Adviser," "The Sub-Advisers" and "The Manager and Shareholder Servicing Agent." EXAMPLE - -------------------------------------------------------------------------------- An investor in a Portfolio would pay the following expenses on a $1,000 investment assuming (1) a 5% annual return and (2) redemption at the end of each time period: 1 YR. 3 YRS. 5 YRS. 10 YRS. ---- ---- ---- ------ International Equity $13.00 $41.00 $ 70.00 $155.00 Emerging Markets Equity $20.00 $61.00 $105.00 $227.00 International Fixed Income $10.00 $32.00 $ 55.00 $122.00 - ---------------------------------------------------------------------------------------------------------------------
THE EXAMPLE SHOULD NOT BE CONSIDERED A REPRESENTATION OF PAST OR FUTURE EXPENSES. ACTUAL EXPENSES MAY BE GREATER OR LESS THAN THOSE SHOWN. The purpose of the expense table and example is to assist the investor in understanding the various costs and expenses that may be directly or indirectly borne by investors in Class A shares of the Portfolios. Each Portfolio also offers Class D shares, which are subject to the same expenses except that Class D shares bear sales charges and different distribution costs and additional transfer agent costs. A person who purchases shares through a financial institution may be charged separate fees by that institution. Additional Information may be found under "The Manager and Shareholder Servicing Agent," "The Adviser," "The Sub-Advisers" and "Distribution." 2 6 FINANCIAL HIGHLIGHTS The following financial highlights for a share outstanding throughout each period have been audited by Price Waterhouse LLP, the Trust's independent accountants, whose report, thereon, dated April 10, 1996, was unqualified. This information should be read in conjunction with the Trust's financial statements as of February 29, 1996, and notes thereto, which are included in the Trust's Statement of Additional Information under the heading "Financial Statements." Additional performance information is contained in the Trust's 1996 Annual Report to Shareholders, which is available upon request and without charge by calling 1-800-342-5734. FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD FOR THE PERIODS ENDED FEBRUARY 29,
Net Asset Distributions Distributions Value Net Net Realized and from Net from Net Asset Net Assets Beginning Investment Unrealized Investment Realized Capital Return Value End Total End of of Period Income/(Loss) Gains/(Losses) Income (4) Gains of Capital of Period Return Period (000) ---------------------------------------------------------------------------------------------------------------------------- - --------------------------------- INTERNATIONAL EQUITY PORTFOLIO - --------------------------------- CLASS A 1996 $ 9.59 $ 0.14 $ 1.45 $ (0.19) $(0.99) $ -- $ 10.00 17.30% $ 347,646 1995 11.00 0.15 (0.97) -- (0.59) -- 9.59 (7.67) 328,503 1994 8.93 0.13 2.05 (0.11) -- -- 11.00 24.44 503,498 1993 9.09 0.16 0.04 (0.36) -- -- 8.93 2.17 178,287 1992 9.56 0.19 (0.36) (0.30) -- -- 9.09 (1.63) 92,456 1991 9.62 0.18 (0.14) -- (0.01) (0.09) 9.65 0.36 35,829 1990(1) 10.00 0.04 (0.42) -- -- -- 9.62 (3.70) 8,661 - --------------------------------------- EMERGING MARKETS EQUITY PORTFOLIO - --------------------------------------- CLASS A 1996 $ 10.27 $ (0.02) $ 0.72 $ -- $(0.04) $ -- $ 10.93 6.83% $ 67,181 1995(2) 10.00 $ 0.01 0.26 -- -- -- 10.27 2.70 5,300 - ---------------------------------------- INTERNATIONAL FIXED INCOME PORTFOLIO - ---------------------------------------- CLASS A 1996 $ 10.42 $ 0.58 $ 0.89 $ (1.02) $(0.10) $ -- $ 10.77 13.96% $ 84,318 1995 10.23 0.43 0.40 (0.62) (0.02) -- 10.42 8.43 42,580 1994(3) 10.00 0.14 0.18 (0.09) -- -- 10.23 6.41 23,678 Ratio of Ratio of Net Investment Ratios of Expenses Income/(Loss) Ratio of Net Investment to Average to Average Expenses Income/(Loss) Net Assets Net Assets Portfolio to Average to Average (Excluding (Excluding Turnover Net Assets Net Assets Waivers) Waivers) Rate ---------- ------------- ---------- ---------- --------- - ------------------------------ INTERNATIONAL EQUITY PORTOFLIO - ------------------------------ CLASS A 1996 1.25% 1.29% 1.29% 1.25% 102% 1995 1.19 1.39 1.21 1.28 64 1994 1.10 1.46 1.24 1.32 19 1993 1.10 1.80 1.53 1.37 23 1992 1.10 2.07 1.52 1.63 79 1991 1.10 3.52 1.64 2.98 14 1990(1) 1.10 3.13 5.67 (1.44) -- - ---------------------------------- EMERGING MARKETS EQUITY PORTFOLIO - ---------------------------------- CLASS A 1996 1.95% (0.23)% 2.72% (1.00)% 104% 1995(2) 1.95 1.79 4.98 (1.24) -- - ------------------------------------ INTERNATIONAL FIXED INCOME PORTFOLIO - ------------------------------------ CLASS A 1996 1.00% 4.70% 1.27% 4.43% 269% 1995 1.00 4.68 1.30 4.38 303 1994(3) 1.00 3.81 1.61 3.20 126
(1) International Equity (formerly the Core International Equity Portfolio) Class A shares were offered beginning December 20, 1989. All ratios for that period have been annualized. (2) Emerging Markets Equity Class A shares were offered beginning January 17, 1995. All ratios for that period have been annualized. (3) International Fixed Income Class A shares were offered beginning September 1, 1993. All ratios for that period have been annualized. (4) Distributions from net investment income include distributions of certain foreign currency gains and losses. 3 7 The Trust SEI International Trust (the "Trust") is an open-end management investment company that offers units of beneficial interest ("shares") in separate diversified and non-diversified investment portfolios. This Prospectus offers Class A shares of the Trust's International Equity (formerly, the Core International Equity), Emerging Markets Equity and International Fixed Income Portfolios (each a "Portfolio" and, together, the "Portfolios"). The International Equity Portfolio has two separate classes of shares, Class A and Class D, which provide for variations in distribution, shareholder service and transfer agent costs, sales charges, voting rights and dividends. The International Equity Portfolio also offers Class D shares. Additional information pertaining to the Trust may be obtained by writing to SEI Financial Services Company, 680 East Swedesford Road, Wayne, Pennsylvania 19087-1658, or by calling 1-800-342-5734. INVESTMENT OBJECTIVES AND POLICIES INTERNATIONAL EQUITY The International Equity Portfolio seeks to provide long-term capital appreciation by investing primarily in a diversified portfolio of equity securities of non-U.S. issuers. Under normal circumstances, at least 65% of the International Equity Portfolio's assets will be invested in equity securities of non-U.S. issuers located in at least three countries other than the United States. EMERGING MARKETS EQUITY The Emerging Markets Equity Portfolio seeks to provide capital appreciation by investing primarily in a diversified portfolio of equity securities of emerging market issuers. Under normal circumstances, at least 65% of the Emerging Markets Equity Portfolio's assets will be invested in equity securities of emerging market issuers. Under normal conditions, the Portfolio maintains investments in at least six emerging market countries and does not invest more than 35% of its total assets in any one emerging market country. For these purposes, the Portfolio defines an emerging market country as any country the economy and market of which the World Bank or the United Nations considers to be emerging or developing. The Portfolio's advisers consider emerging market issuers to be companies the securities of which are principally traded in the capital markets of emerging market countries: that derive at least 50% of their total revenue from either goods produced or services rendered in emerging market countries, regardless of where the securities of such companies are principally traded; or that are organized under the laws of and have a principal office in an emerging market country. INTERNATIONAL FIXED INCOME The International Fixed Income Portfolio seeks to provide capital appreciation and current income through investment primarily in high quality, non-U.S. dollar denominated government and corporate fixed income securities or debt obligations. 4 8 Under normal circumstances, at least 65% of the International Fixed Income Portfolio's assets will be invested in high quality foreign government and foreign corporate fixed income securities or debt obligations of issuers located in at least three countries other than the United States. There can be no assurance that the Portfolios will achieve their respective objectives. GENERAL INVESTMENT POLICIES AND RISK FACTORS INTERNATIONAL EQUITY The International Equity Portfolio may enter into forward foreign currency contracts as a hedge against possible variations in foreign exchange rates. A forward foreign currency contract is a commitment to purchase or sell a specified currency, at a specified future date, at a specified price. The Portfolio may enter into forward foreign currency contracts to hedge a specific security transaction or to hedge a portfolio position. These contracts may be bought or sold to protect the Portfolio, to some degree, against a possible loss resulting from an adverse change in the relationship between foreign currencies and the U.S. dollar. The Portfolio also may invest in options on currencies. Securities of non-U.S. issuers purchased by the Portfolio will typically be listed on recognized foreign exchanges but also may be purchased in foreign markets, on U.S. registered exchanges, in the over-the-counter market or in the form of sponsored or unsponsored American Depositary Receipts ("ADRs") traded on registered exchanges or NASDAQ, or sponsored or unsponsored European Depositary Receipts ("EDRs"), Continental Depositary Receipts ("CDRs") or Global Depositary Receipts ("GDRs"). The Portfolio expects its investments to emphasize both large and intermediate capitalization companies. The Portfolio expects to be fully invested in its primary investments, described above, but may invest up to 35% of its total assets in U.S. or non-U.S. cash reserves; money market instruments; swaps; options on securities, non-U.S. indices and currencies; futures contracts, including stock index futures contracts; and options on futures contracts. Permissible money market instruments include securities issued or guaranteed by the United States Government, its agencies or instrumentalities; securities issued or guaranteed by non-U.S. governments, which are rated at time of purchase A or higher by Standard & Poor's Corporation ("S&P") or Moody's Investors Service, Inc. ("Moody's"), or are determined by the advisers to be of comparable quality; repurchase agreements; certificates of deposit and bankers' acceptances issued by banks or savings and loan associations having net assets of at 5 9 least $500 million as of the end of their most recent fiscal year; high-grade commercial paper; and other long-and short-term debt instruments, which are rated at time of purchase A or higher by S&P or Moody's, and which with respect to such long-term debt instruments, are with in 397 days of their maturity. This Portfolio is also permitted to acquire floating and variable rate securities, purchase securities on a when-issued or delayed delivery basis, and invest up to 10% of its total assets in illiquid securities. Although permitted to do so, this Portfolio does not currently intend to invest in securities issued by passive foreign investment companies or to engage in securities lending. For temporary defensive purposes, when the advisers determine that market conditions warrant, the Portfolio may invest up to 50% of its assets in U.S. and non-U.S. money market instruments described above and in other U.S. and non-U.S. long- and short-term debt instruments which are rated BBB or higher by S&P or Baa or higher by Moody's at the time of purchase, or which are determined by the advisers to be of comparable quality; invest a portion of such assets in cash; and invest such assets in securities of supranational entities which are rated A or higher by S&P or Moody's at the time of purchase or are determined by the advisers to be of comparable quality. Fixed income securities rated BBB or Baa lack outstanding investment characteristics, and have speculative characteristics as well. EMERGING MARKETS EQUITY In addition to its primary investments (described above) the Portfolio may invest up to 35% of its total assets in debt securities, including up to 5% of its total assets in debt securities rated below investment grade. These debt securities will include debt securities of emerging market companies. Bonds rated below investment grade are often referred to as "junk bonds." Such securities involve greater risk of default or price declines than investment grade securities. The Portfolio may invest in certain debt securities issued by the governments of emerging market countries that are or may be eligible for conversion into investments in emerging market companies under debt conversion programs sponsored by such governments. The Portfolio may invest up to 10% of its total assets in illiquid securities. The Portfolio's advisers believe that carefully selected investments in joint ventures, cooperatives, partnerships, private placements, unlisted securities and other similar situations (collectively, "special situations") could enhance the Portfolio's capital appreciation potential. Investments in special situations may be illiquid, as determined by the Portfolio's advisers based on criteria approved by the Board of Trustees. To the extent these investments are deemed illiquid, the Portfolio's investment in them will be consistent with its 10% restriction on investment in illiquid securities. 6 10 The Portfolio may invest up to 10% of its total assets in shares of other investment companies. The Portfolio may invest in futures contracts and purchase securities on a when-issued or delayed delivery basis. The Portfolio may also purchase and write options to buy or sell futures contracts. For temporary defensive purposes, when the advisers determine that market conditions warrant, the Portfolio may invest up to 20% of its total assets in the equity securities of companies constituting the Morgan Stanley Capital International Europe, Australia, Far East Index (the "EAFE Index"). These companies typically have larger average market capitalizations than the emerging market companies in which the Portfolio generally invests. The Emerging Markets Equity Portfolio uses a proprietary, quantitative asset allocation model created by its sub-adviser. This model employs mean-variance optimization, a process used in developed markets based on modern portfolio theory and statistics. Mean-variance optimization helps determine the percentage of assets to invest in each country to maximize expected returns for a given risk level. The Portfolio invests in those countries that the advisers expect to have the highest risk/reward tradeoff when incorporated into a total portfolio context. The advisers attempt to construct a portfolio of emerging market investments that approximates the risk level of an internationally diversified portfolio of securities in developed markets. This "top-down" country selection is combined with "bottom-up" fundamental industry analysis and stock selection based on original research, publicly available information, and company visits. The Portfolio's investments in emerging markets can be considered speculative, and therefore may offer higher potential for gains and losses than developed markets of the world. With respect to any emerging country, there is the greater potential for nationalization, expropriation or confiscatory taxation, political changes, government regulation, social instability or diplomatic developments (including war) which could affect adversely the economies of such countries or investments in such countries. The economies of developing countries generally are heavily dependent upon international trade and, accordingly, have been and may continue to be adversely affected by trade barriers, exchange controls, managed adjustments in relative currency values and other protectionist measures imposed or negotiated by the countries with which they trade. INTERNATIONAL FIXED INCOME The securities in which the International Fixed Income Portfolio may invest are (i) fixed income securities issued or guaranteed by a foreign government or one of its agencies, authorities, instrumentalities or political subdivisions; (ii) fixed income securities issued or guaranteed by supranational entities; (iii) fixed income securities issued by foreign corporations; (iv) convertible securities; and (v) fixed income securities issued by foreign banks or bank holding companies. All such investments 7 11 will be in high quality securities denominated in various currencies, including the European Currency Unit. High quality securities are rated in one of the highest four rating categories by a nationally recognized statistical rating agency ("NRSRO") or determined by the adviser to be of comparable quality at the time of purchase. Securities or obligations rated in the fourth highest rating category may have speculative characteristics. Any remaining assets of the Portfolio will be invested in any of the securities described above, obligations issued or guaranteed as to principal and interest by the United States Government, its agencies or instrumentalities ("U.S. Government securities"), swaps, options and futures. The Portfolio may also purchase and write options to buy or sell futures contracts. The Portfolio also may enter into forward currency contracts, purchase securities on a when-issued or delayed delivery basis and engage in short selling. The Portfolio may invest up to 10% of its total assets in illiquid securities. Furthermore, although the Portfolio will concentrate its investments in relatively developed countries, the Portfolio may invest up to 5% of its assets in similar securities or debt obligations that are denominated in the currencies of developing countries and that are of comparable quality to such securities and debt obligations at the time of purchase as determined by the advisers. There are no restrictions on the average maturity of the International Fixed Income Portfolio or the maturity of any single instrument. Maturities may vary widely depending on the adviser's assessment of interest rate trends and other economic and market factors. In the event a security owned by the Portfolio is downgraded below the rating categories discussed above, the adviser will review the situation and take appropriate action with regard to the security. The International Fixed Income Portfolio is a non-diversified investment company, as defined in the Investment Company Act of 1940, as amended (the "1940 Act"), which means that more than 5% of its assets may be invested in one or more issuers, although the advisers do not intend to invest more than 5% of its assets in any single issuer with the exception of securities which are issued or guaranteed by a national government. Since a relatively high percentage of assets of the Portfolio may be invested in the obligations of a limited number of issuers, the value of shares of the Portfolio may be more susceptible to any single economic, political or regulatory occurrence than the shares of a diversified investment company would be. The Portfolio intends to satisfy the diversification requirements necessary to qualify as a regulated investment company under the Internal Revenue Code of 1986, as amended (the "Code"). For temporary defensive purposes, when the advisers determine that market conditions warrant, the Portfolio may invest up to 100% of its assets in U.S. dollar-denominated fixed income securities or debt obligations and the following domestic and foreign money market instruments: government obligations, 8 12 certificates of deposit, bankers' acceptances, time deposits, commercial paper, short-term corporate debt issues and repurchase agreements. The Portfolio may hold a portion of its assets in cash for liquidity purposes. Fixed income securities rated BBB by S&P or Baa by Moody's lack outstanding investment characteristics, and have speculative characteristics as well. Under normal circumstances, the portfolio turnover rate for this Portfolio is expected to exceed 100% per year. Short-term gains realized from portfolio transactions are taxable to shareholders as ordinary income. In addition, higher portfolio turnover rates can result in corresponding increases in portfolio transaction costs. The Portfolio will not consider portfolio turnover a limiting factor in implementing investment decisions which are consistent with the Portfolio's objectives and policies. For additional information regarding the Portfolios' permitted investments see "Description of Permitted Investments and Risk Factors" in this Prospectus and "Description of Permitted Investments" in the Statement of Additional Information. For a description of the above ratings see the Statement of Additional Information. INVESTMENT LIMITATIONS The investment objective and certain of the investment limitations are fundamental policies of the Portfolios. Fundamental policies cannot be changed with respect to the Trust or a Portfolio without the consent of the holders of a majority of the Trust's or that Portfolio's outstanding shares. Each Portfolio may not: 1. With respect to 75% of its total assets, (i) purchase securities of any issuer (except securities issued or guaranteed by the United States Government, its agencies or instrumentalities) if, as a result, more than 5% of its total assets would be invested in the securities of such issuer; or (ii) acquire more than 10% of the outstanding voting securities of any one issuer. This limitation does not apply to the International Fixed Income Portfolio. 2. Purchase any securities which would cause more than 25% of its total assets to be invested in the securities of one or more issuers conducting their principal business activities in the same industry, provided that this limitation does not apply to investments in securities issued or guaranteed by the United States Government, its agencies or instrumentalities. 3. Borrow money in an amount exceeding 33 1/3% of the value of its total assets, provided that, for purposes of this limitation, investment strategies which either obligate a Portfolio to purchase securities or require a Portfolio to segregate assets are not considered to be borrowings. To the extent that its borrowings 9 13 exceed 5% of its assets, (i) all borrowings will be repaid before making additional investments and any interest paid on such borrowings will reduce income, and (ii) asset coverage of at least 300% is required. For purposes of the industry concentration limitations discussed above, these definitions apply to each Portfolio: (i) utility companies will be divided according to their services, for example, gas, gas transmission, electric and telephone will each be considered a separate industry; (ii) financial service companies will be classified according to end users of their services, for example, automobile finance, bank finance and diversified finance will each be considered a separate industry; (iii) supranational agencies will be deemed to be issuers conducting their principal business activities in the same industry; and (iv) governmental issuers within a particular country will be deemed to be conducting their principal business in the same industry. The foregoing percentage limitations will apply at the time of the purchase of a security. Additional fundamental and non-fundamental investment limitations are set forth in the Statement of Additional Information. THE MANAGER AND SHAREHOLDER SERVICING AGENT SEI Financial Management Corporation ("SFM"), provides the Trust with overall management services, regulatory reporting, all necessary office space, equipment, personnel and facilities, and acts as dividend disbursing agent and shareholder servicing agent. SFM also serves as transfer agent (the "Transfer Agent") to certain classes of the Trust. For its management services, SFM is entitled to a fee, which is calculated daily and paid monthly, at an annual rate of .45% of the average daily net assets of the International Equity Portfolio, .65% of the average daily net assets of the Emerging Markets Equity Portfolio and .45% of the average daily net assets of the International Fixed Income Portfolio. SFM has voluntarily agreed to waive all or a portion of its fees, and if necessary, reimburse other operating expenses, in order to limit the total operating expenses of each Portfolio. SFM reserves the right to terminate these voluntary fee waivers at any time in its sole discretion. For the fiscal year ended February 29, 1996, the International Equity and International Fixed Income Portfolios paid management fees after fee waivers, of .41% and .37%, respectively, of their average daily net assets. For the fiscal year ended February 29, 1996, SFM waived all management fees for the Emerging Markets Equity Portfolio, and reimbursed the Portfolio .10% of its average daily net assets. 10 14 THE ADVISER SEI FINANCIAL MANAGEMENT CORPORATION SFM acts as the investment adviser for the International Equity, Emerging Markets Equity and International Fixed Income Portfolios. SFM is a wholly-owned subsidiary of SEI Corporation ("SEI"), a financial services company located in Wayne, Pennsylvania. The principal business address of SFM is 680 East Swedesford Road, Wayne, Pennsylvania 19087-1658. SEI was founded in 1968, and is a leading provider of investment solutions to banks, institutional investors, advisers and insurance companies. Affiliates of SFM have provided consulting advice to institutional investors for more than 20 years, including advice regarding selection and evaluation of investment advisers. SFM currently serves as manager or administrator to more than 29 investment companies, including more than 273 portfolios, which investment companies had more than $59 billion in assets as of March 31, 1996. The Adviser has general oversight responsibility for the investment advisory services provided to the Portfolios, including formulating the Portfolios' investment policies and analyzing economic trends affecting the Portfolios. SFM is also responsible for: (i) managing the allocation of assets among the Portfolios' sub-advisers, (ii) directing and evaluating the investment services provided by the sub-advisers, including their adherence to each Portfolio's respective investment objective and policies, and each Portfolio's investment performance, and (iii) managing the cash portion of the Portfolio's assets. In accordance with each Portfolio's investment objective and policies, and under the supervision of the adviser and the Trust's Board of Trustees, each sub-adviser is responsible for the day-to-day investment management of all or a discrete portion of the assets of a Portfolio. SFM and the sub-advisers are authorized to make investment decisions for the Portfolios and place orders on behalf of the Portfolios to effect the investment decisions made. HOWEVER, SFM HAS THE ULTIMATE RESPONSIBILITY FOR THE INVESTMENT PERFORMANCE OF THE PORTFOLIOS DUE TO ITS RESPONSIBILITY TO OVERSEE SUB-ADVISERS AND RECOMMEND THEIR HIRING, TERMINATION AND REPLACEMENT. In addition, SFM monitors the compliance of each sub-adviser with regulatory and tax regulations, such as portfolio concentration and diversification. For the most part compliance with these requirements by each sub-adviser with respect to its portion of a Portfolio will assure compliance by the Portfolio as a whole. In addition, SFM monitors positions taken by each sub-adviser and will notify sub-advisers of any developing situations to help ensure that investments do not run afoul of the short-short test or the wash sale rules. To the extent that having multiple sub-advisers responsible for investing separate portions of a Portfolio's assets creates the need for coordination among the sub-advisers, there is an increased risk that the Portfolio will not comply with these regulatory and tax requirements. 11 15 For these advisory services, SFM is entitled to a fee, which is calculated daily and paid monthly, at an annual rate of .505% of the International Equity Portfolio's average daily net assets, 1.05% of the Emerging Markets Equity Portfolio's average daily net assets, and .45% of the International Fixed Income Portfolio's average daily net assets. For the fiscal year ended February 29, 1996, the International Equity and Emerging Markets Equity Portfolios paid advisory fees, after fee waivers of .475% and 1.00%, respectively, of their relative net assets. For the fiscal year ended February 29, 1996, SFM did not act as investment adviser for the International Fixed Income Portfolio and, therefore, did not receive an advisory fee. It is possible that different sub-advisers for the same Portfolio could take opposite actions within a short period of time with respect to a particular security. For example, one sub-adviser could buy a security for the Portfolio and shortly thereafter another sub-adviser could sell the same security from the portion of the Portfolio allocated to it. If in these circumstances the securities could be transferred from one sub-adviser's portion of the Portfolio to another, the Portfolio could avoid transaction costs and could avoid creating possible wash sales and short-short gains under the Internal Revenue Code of 1986, as amended (the "Code"). Such transfers are not practicable but the sub-advisers and SFM do not believe that there will be material adverse effects on a Portfolio as a result. First, it does not appear likely that there will be substantial overlap in the securities acquired for a Portfolio by the various sub-advisers. Moreover, the sub-advisers would probably only rarely engage in the types of offsetting transactions described above, especially within a short time period. Therefore, it is a matter of speculation whether offsetting transactions would result in any significant increases in transaction costs or have significant tax consequences. With respect to the latter, SFM and the sub-advisers have established procedures with respect to the short-short test which are designed to prevent realization of short-short gains in excess of Code limits. It is true that wash sales could occur in spite of the efforts of SFM, but the Board of Trustees believes that the benefits of using multiple sub-advisers outweighs the consequences of any wash sales. SFM has obtained an exemptive order from the Securities and Exchange Commission (the "SEC") that permits SFM, with the approval of the Trust's Board of Trustees, to retain sub-advisers for a Portfolio without submitting the sub-advisory agreement to a vote of the Portfolio's shareholders. The exemptive relief permits the disclosure of only the aggregate amount payable by SFM under all such sub-advisory agreements. A Portfolio will notify shareholders in the event of any addition or change in the identity of its sub-advisers. If one of the sub-advisers is terminated or departs from a Portfolio with multiple sub-advisers, the Portfolio will handle such termination or departure in one of two ways. First, the Portfolio may propose that a new sub-adviser be appointed to manage that portion of the 12 16 Portfolio's assets managed by the departing sub-adviser. In this case, the Portfolio would be required to submit to the vote of the Portfolio's shareholders the approval of an investment sub-advisory contract with the new sub-adviser only if the sub-adviser is affiliated with SFM. In the alternative, the Portfolio may decide to allocate the departing sub-adviser's assets among the remaining sub-advisers. This allocation would not require new investment sub-advisory contracts with the remaining sub-advisers, and consequently, no shareholder approval would be necessary. THE SUB-ADVISERS ACADIAN ASSET MANAGEMENT, INC. Acadian Asset Management, Inc. ("Acadian") acts as a sub-adviser for a portion of the assets of the International Equity Portfolio in accordance with the Portfolio's investment objectives and policies pursuant to a sub-advisory agreement with SFM. Acadian, a wholly-owned subsidiary of United Asset Management Corporation ("UAM"), was founded in 1977 and manages approximately $3.3 billion in assets invested globally as of March 31, 1996. Acadian's business address is Two International Place, 26th floor, Boston, Massachusetts 02110. An investment committee has been responsible for managing the Portfolio's assets allocated to Acadian since its inception. Acadian is entitled to a fee from SFM calculated on the basis of a percentage of the monthly market value of the assets assigned to it. MONTGOMERY ASSET MANAGEMENT, L.P. Montgomery Asset Management, L.P. ("MAM") acts as the investment sub-adviser for the Emerging Markets Equity Portfolio in accordance with the Portfolio's investment objective and policies. MAM is an independent affiliate of Montgomery Securities, a San Francisco based investment banking firm. As of March 31, 1996, MAM had approximately $7 billion in assets under management. MAM has over five years experience providing investment management services. The principal address of MAM is 600 Montgomery Street, San Francisco, California 94111. Josephine S. Jimenez and Bryan L. Sudweeks share primary responsibility for the Emerging Markets Equity Portfolio. Ms. Jimenez and Mr. Sudweeks have fourteen and seven years experience, respectively, in emerging markets investment. Both joined MAM in 1991. MAM is entitled to a fee from SFM calculated on the basis of a percentage of the monthly market value of assets assigned to it. MORGAN GRENFELL INVESTMENT SERVICES LIMITED Morgan Grenfell Investment Services Limited ("MG") acts as the investment sub-adviser for a portion of the assets of the International Equity Portfolio. MG, a subsidiary of Morgan Grenfell Asset Management Limited, managed over $12.9 billion in assets as of March 31, 1996. Morgan Grenfell Asset Management Limited, a wholly-owned subsidiary of Deutsche Bank, A.G., a German financial 13 17 services conglomerate, managed over $94 billion in assets as of March 31, 1996. MG has over 11 years experience in managing international portfolios for North American clients. Morgan Grenfell Asset Management employs more than 15 European investment professionals. MG attempts to exploit perceived inefficiencies present in the European markets with original research and an emphasis on stock selection. The principal address of MG is 20 Finsbury Circus, London, England, EC2M 1NB. Julian R. Johnston, Jeremy G. Lodwick and Richard Wilson have shared primary responsibility for MG's portion of the International Equity Portfolio since December, 1995. Mr. Johnston has 20 years experience in European equity investment. Mr. Johnston joined MG in 1984 and is currently the head of the MG Continental European Investment team. He speaks French, German, Swedish and Danish fluently. Mr. Lodwick has ten years experience in European equity investment. He joined MG in 1986 and was a UK equity research analyst before moving to New York where he was a member of the client liaison and marketing team for 5 years. He returned to the London office in 1991 to manage European equity portfolios. Richard Wilson joined MG in 1994 and is currently responsible for the UK investments of MG International funds and the research of the insurance sector. Prior to joining MG, Mr. Wilson spent five years working for James Capel Fund Managers, where he managed UK pension funds, specializing in the United Kingdom. MG is entitled to a fee from SFM calculated on the basis of a percentage of the monthly market value of assets assigned to it. SCHRODER CAPITAL MANAGEMENT INTERNATIONAL LIMITED Schroder Capital Management International Limited ("SC") acts as the investment sub-adviser for a portion of the assets of the International Equity Portfolio. SC was founded in January 1989 and is a wholly-owned indirect subsidiary of Schroders plc, the holding company parent of an investment banking and investment management group of companies (the "Schroder Group"). The investment management operations of the Schroder Group are located in 18 countries worldwide, including 10 in Asia. As of March 31, 1996, the Schroder Group had over $100 billion in assets under management. As of that date, SC, together with its U.S. affiliate, Schroder Capital Management International Inc., 787 7th Avenue, New York, New York 10019, had over $16 billion in assets under management. The Schroder Group has research resources throughout the Asian region, consisting of offices in Tokyo, Hong Kong, Singapore, Kuala Lumpur, Seoul, Taipei, Sydney, Bangkok, Shanghai and Jakarta, staffed by 50 investment professionals. SC's investment process emphasizes individual stock selection and company research conducted by professionals at each local office. The principal address of SC is 33 Gutter Lane, London EC2V 8AS, England. 14 18 John S. Ager, Louise Croset and Donald H.M. Farquharson have shared primary responsibility for SC's portion of the Portfolio since December, 1995. John S. Ager is a Senior Vice President and Director of SC. Mr. Ager has over 20 years of experience in managing client accounts invested in Asian countries and has been with the Schroder Group since 1969 and with SC since 1989. Ms. Croset is a First Vice President and has been with SC since 1993. Prior to joining SC, Ms. Croset served as a Stock Analyst/Fund Manager with Wellington Management Company from 1987-1993. Mr. Farquharson is a First Vice President of SC and has been with the Schroder Group since 1988 and with SC since 1995. SC is entitled to a fee from SFM calculated on the basis of a percentage of the monthly market value of assets assigned to it. STRATEGIC FIXED INCOME L.P. Strategic Fixed Income L.P. ("SFI") acts as the investment sub-adviser to the International Fixed Income Portfolio. SFI is a limited partnership formed in 1991 under the laws of the State of Delaware, to manage multi-currency fixed income portfolios. The general partner of the firm is Gobi Investment Inc. of which Kenneth Windheim is the sole shareholder and the limited partner is Strategic Investment Management ("SIM"). As of March 31, 1996, SFI managed $5.4 billion of client assets under management. The principal address of SFI is 1001 Nineteenth Street North, 17th Floor, Arlington, Virginia 22209. Kenneth Windheim, President of SFI, has been the portfolio manager of the Portfolio since its inception in 1991. Mr. Windheim is assisted by Gregory Barnett and David Jallits, Directors of SFI and portfolio managers of the Portfolio since April 1994. Prior to forming SFI, Kenneth Windheim managed a global fixed income portfolio at Prudential Asset Management. Prior to joining SFI, Gregory Barnett was portfolio manager for the Pilgrim Multi-Market Income Fund with active use of foreign exchange option strategies. Prior to that he was vice president and senior fixed income portfolio manager at Lexington Management. Prior to joining SFI, David Jallits was Senior Portfolio Manager for a hedge fund at Teton Partners. From 1982 to 1994, he was Vice President and Global Fixed Income Portfolio Manager at The Putnam Companies. SFI is entitled to a fee from SFM calculated on the basis of a percentage of the monthly market value of the assets assigned to it. For the fiscal year ended February 29, 1996, SFI served as investment adviser to the Portfolio and received an advisory fee from the Portfolio of .25% of its average net assets. 15 19 DISTRIBUTION AND SHAREHOLDER SERVICES SEI Financial Services Company (the "Distributor"), a wholly-owned subsidiary of SEI, serves as each Portfolio's distributor pursuant to a distribution agreement (the "Distribution Agreement") with the Trust. The International Equity Portfolio has adopted a distribution plan for its Class D shares (the "Class D Plan") pursuant to Rule 12b-1 under the Investment Company Act of 1940, as amended (the "1940 Act"). The Portfolios have adopted a shareholder service plan for Class A shares (the "Class A Service Plan") under which firms, including the Distributor, that provide shareholder and administrative services may receive compensation therefor. Under the Plan, the Distributor may provide those services itself, or may enter into arrangements under which third parties provide such services and are compensated by the Distributor. Under such arrangements, the Distributor may retain as profit any difference between the fee it receives and the amount it pays such third parties. In addition, the Portfolios may enter into such arrangements directly. Under the Class A Service Plan, a Portfolio may pay the Distributor a fee at a negotiated annual rate of up to .25% of the average daily net assets of such Portfolio attributable to Class A shares that are subject to the arrangement in return for provision of a broad range of shareholder and administrative services, including: maintaining client accounts; arranging for bank wires; responding to client inquiries concerning services provided for investments; changing dividend options; account designations and addresses; providing sub-accounting; providing information on share positions to clients; forwarding shareholder communications to clients; processing purchase, exchange and redemption orders; and processing dividend payments. It is possible that an institution may offer different classes of shares to its customers and thus receive different compensation with respect to different classes. These financial institutions may also charge separate fees to their customers. The Distributor may, from time to time in its sole discretion, institute one or more promotional incentive programs, which will be paid for by the Distributor from its own resources. Under any such program, the Distributor will provide promotional incentives, in the form of cash or other compensation, including merchandise, airline vouchers, trips and vacation packages, to all dealers selling shares of the Portfolios. Such promotional incentives will be offered uniformly to all dealers and predicated upon the amount of shares of the Portfolios sold by the dealer. 16 20 PURCHASE AND REDEMPTION OF SHARES Financial institutions may acquire Class A shares of the Portfolios for their own account, or as a record owner on behalf of fiduciary, agency or custody accounts, by placing orders with the Transfer Agent. Institutions that use certain SEI proprietary systems may place orders electronically through those systems. State securities laws may require banks and financial institutions purchasing shares for their customers to register as dealers pursuant to state laws. Financial institutions may impose an earlier cut-off time for receipt of purchase orders directed through them to allow for processing and transmittal of these orders to the Transfer Agent for effectiveness on the same day. Financial institutions which purchase shares for the accounts of their customers may impose separate charges on these customers for account services. Shares of the Portfolios are offered only to residents of states in which the shares are eligible for purchase. Shares of each Portfolio may be purchased or redeemed on days on which the New York Stock Exchange is open for business ("Business Days"). Shareholders who desire to purchase shares for cash must place their orders with the Transfer Agent prior to 4:00 p.m. Eastern time on any Business Day for the order to be accepted on that Business Day. Generally, cash investments must be transmitted or delivered in federal funds to the wire agent on the next Business Day following the day the order is placed. The Trust reserves the right to reject a purchase order when the Distributor determines that it is not in the best interest of the Trust or its shareholders to accept such purchase order. In addition, because excessive trading (including short-term "market timing" trading) can hurt a Portfolio's performance, each Portfolio may refuse purchase orders from any shareholder account if the accountholder has been advised that previous purchase and redemption transactions were considered excessive in number or amount. Accounts under common control or ownership, including those with the same taxpayer identification number and those administered so as to redeem or purchase shares based upon certain predetermined market indicators, will be considered one account for this purpose. Purchases will be made in full and fractional shares of the Portfolios calculated to three decimal places. The Trust will send shareholders a statement of shares owned after each transaction. The purchase price of shares is the net asset value next determined after a purchase order is received and accepted by the Trust. The net asset value per share of each Portfolio is determined by dividing the total market value of a Portfolio's investment and other assets, less any liabilities, by the total number of outstanding shares of that Portfolio. Net asset value per share is 17 21 determined daily as of the close of business of the New York Stock Exchange (currently, 4:00 p.m. Eastern time) on any Business Day. The market value of each portfolio security is obtained by SFM from an independent pricing service. Securities having maturities of 60 days or less at the time of purchase will be valued using the amortized cost method (described in the Statement of Additional Information), which approximates the securities' market value. The pricing service may use a matrix system to determine valuations of equity and fixed income securities. This system considers such factors as security prices, yields, maturities, call features, ratings and developments relating to specific securities in arriving at valuations. The pricing service may also provide market quotations. The procedures used by the pricing service and its valuations are reviewed by the officers of the Trust under the general supervision of the Trustees. Portfolio securities for which market quotations are available are valued at the last quoted sale price on each Business Day or, if there is no such reported sale, at the most recently quoted bid price. Shareholders who desire to redeem shares of the Portfolios must place their redemption orders with the Transfer Agent prior to 4:00 p.m. Eastern time on any Business Day. The redemption price is the net asset value per share of the Portfolio next determined after receipt by the Transfer Agent of the redemption order. Payment on redemption will be made as promptly as possible and, in any event, within seven days after the redemption order is received. Shares of a Portfolio may be purchased in exchange for securities included in the Portfolio subject to SFM's determination that the securities are acceptable. Securities accepted in an exchange will be valued at the market value. All accrued interest and subscription of other rights which are reflected in the market price of accepted securities at the time of valuation become the property of the Trust and must be delivered by the Shareholder to the Trust upon receipt from the issuer. SFM will not accept securities for a Portfolio unless (1) such securities are appropriate in the Portfolio at the time of the exchange; (2) such securities are acquired for investment and not for resale; (3) the Shareholder represents and agrees that all securities offered to the Trust for the Portfolio are not subject to any restrictions upon their sale by the Portfolio under the Securities Act of 1933, or otherwise; (4) such securities are traded on the American Stock Exchange, the New York Stock Exchange or on NASDAQ in an unrelated transaction with a quoted sales price on the same day the exchange valuation is made or, if not listed on such exchanges or on NASDAQ, have prices available from an independent pricing service approved by the Trust's Board of Trustees; and (5) the securities may be acquired under the investment restrictions applicable to the Portfolio. Purchase and redemption orders may be placed by telephone. Neither the Trust nor the Transfer Agent will be responsible for any loss, liability, cost or expense for acting upon wire instructions or upon telephone instructions that it 18 22 reasonably believes to be genuine. The Trust and the Transfer Agent will each employ reasonable procedures to confirm that instructions communicated by telephone are genuine, including requiring a form of personal identification prior to acting upon instructions received by telephone and recording telephone instructions. The Trust or the Transfer Agent may be liable for losses resulting from fraudulent or unauthorized instructions if it does not employ these procedures. If market conditions are extraordinarily active, or other extraordinary circumstances exist, shareholders may experience difficulties placing redemption orders by telephone, and may wish to consider placing orders by other means. PERFORMANCE From time to time, each Portfolio may advertise the yield and total return. These figures will be based on historical earnings and are not intended to indicate future performance. No representation can be made concerning actual yields or future returns. The yield of a Portfolio refers to the income generated by a hypothetical investment, net of any sales charge imposed in the case of some of the Class D shares, in such Portfolio over a thirty day period. This income is then "annualized" (i.e., the income over thirty days is assumed to be generated over one year and is shown as a percentage of the investment). The total return of a Portfolio refers to the average compounded rate of return on a hypothetical investment for designated time periods, assuming that the entire investment is redeemed at the end of each period and assuming the reinvestment of all dividend and capital gain distributions. The performance of Class A shares will normally be higher than for Class D shares because of the additional distribution expenses, transfer agency expenses and sales charge (when applicable) charged to Class D shares. A Portfolio may periodically compare its performance to that of: (i) other mutual funds tracked by mutual fund rating services (such as Lipper Analytical), financial and business publications and periodicals; (ii) broad groups of comparable mutual funds; (iii) unmanaged indices which may assume investment of dividends but generally do not reflect deductions for administrative and management costs; or (iv) other investment alternatives. A Portfolio may quote Morningstar, Inc., a service that ranks mutual funds on the basis of risk-adjusted performance. A Portfolio may use long-term performance of these capital markets to demonstrate general long-term risk versus reward scenarios and could include the value of a hypothetical investment in any of the capital markets. A Portfolio may also quote financial and business publications and periodicals as they relate to fund management, investment philosophy and investment techniques. A Portfolio may quote various measures of volatility and benchmark correlation in advertising and may compare these measures to those of other funds. Measures of volatility attempt to compare historical share price fluctuations or total 19 23 returns to a benchmark while measures of benchmark correlation indicate how valid a comparative benchmark might be. Measures of volatility and correlation are calculated using averages of historical data and cannot be calculated precisely. Additional performance information is set forth in the Trust's 1996 Annual Report to Shareholders, and is available upon request and without charge by calling 1-800-342-5734. TAXES The following summary of federal income tax consequences is based on current tax laws and regulations, which may be changed by legislative, judicial or administrative action. No attempt has been made to present a detailed explanation of the federal, state or local tax treatment of the Portfolios or their shareholders. Accordingly, shareholders are urged to consult their tax advisers regarding specific questions as to federal, state and local taxes. State and local tax consequences of an investment in a Portfolio may differ from the federal income tax consequences described below. Additional information concerning taxes is set forth in the Statement of Additional Information. Tax Status of the Portfolios Each Portfolio is treated as a separate entity for federal income tax purposes and is not combined with the Trust's other portfolios. The Portfolios intend to qualify for the special tax treatment afforded regulated investment companies ("RICs") under Subchapter M of the Code, so as to be relieved of federal income tax on net investment income and net capital gains (the excess of net long-term capital gain over net short-term capital losses) distributed to shareholders. Tax Status of Distributions Each Portfolio distributes substantially all of its net investment income (including net short-term capital gains) to shareholders. Dividends from a Portfolio's net investment income are taxable to its shareholders as ordinary income (whether received in cash or in additional shares) and will not qualify for the corporate dividends-received deduction. Distributions of net capital gains are taxable to shareholders as long-term capital gains regardless of how long the shareholders have held shares. The Portfolios provide annual reports to shareholders of the federal income tax status of all distributions. Dividends declared by a Portfolio in October, November or December of any year and payable to shareholders of record on a date in such a month will be deemed to have been paid by the Portfolio and received by the Shareholders on December 31 of the year declared if paid by the Portfolio at any time during the following January. Each Portfolio intends to make sufficient distributions to avoid liability for the federal excise tax applicable to RICs. Investment income received by the Portfolios from sources within foreign countries may be subject to foreign income taxes withheld at the source. To the 20 24 extent that a Portfolio is liable for foreign income taxes so withheld, the Portfolio intends to operate so as to meet the requirements of the Code to pass through to the shareholders credit for foreign income taxes paid. Although the Portfolios intend to meet Code requirements to pass through credit for such taxes, there can be no assurance that the Portfolios will be able to do so. Each sale, exchange or redemption of Portfolio shares is a taxable transaction to the shareholder. GENERAL INFORMATION The Trust The Trust was organized as a Massachusetts business trust under a Declaration of Trust dated June 30, 1988. The Declaration of Trust permits the Trust to offer separate series of shares and different classes of each portfolio. All consideration received by the Trust for shares of any class of any portfolio and all assets of such portfolio or class belong to that portfolio or class, respectively, and would be subject to the liabilities related thereto. The Trust pays its expenses, including fees of its service providers, audit and legal expenses, expenses of preparing prospectuses, proxy solicitation materials and reports to shareholders, costs of custodial services and registering the shares under federal and state securities laws, pricing, insurance expenses, litigation and other extraordinary expenses, brokerage costs, interest charges, taxes and organization expenses. Certain shareholders in one or more of the Portfolios may obtain asset allocation services from the Adviser and other financial intermediaries with respect to their investments in such Portfolios. If a sufficient amount of a Portfolio's assets are subject to such asset allocation services, the Portfolio may incur higher transaction costs and a higher portfolio turnover rate than would otherwise be anticipated as a result of redemptions and purchases of Portfolio shares pursuant to such services. Further, to the extent that the Adviser is providing asset allocation services and providing investment advice to the Portfolios, it may face conflicts of interest in fulfilling its responsibilities because of the possible differences between the interests of its asset allocation clients and the interest of the Portfolios. Trustees of the The management and affairs of the Trust are supervised by Trust the Trustees under the laws of the Commonwealth of Massachusetts. The Trustees have approved contracts under which, as described above, certain companies provide essential management services to the Trust. Voting Rights Each share held entitles the shareholder of record to one vote. Shareholders of each Portfolio or class will vote separately on matters pertaining solely to that Portfolio or class, such as any distribution plan. As a Massachusetts business trust, the Trust 21 25 is not required to hold annual meetings of shareholders, but approval will be sought for certain changes in the operation of the Trust and for the election of Trustees under certain circumstances. In addition, a Trustee may be removed by the remaining Trustees or by shareholders at a special meeting called upon written request of shareholders owning at least 10% of the outstanding shares of the Trust. In the event that such a meeting is requested, the Trust will provide appropriate assistance and information to the shareholders requesting the meeting. Reporting The Trust issues unaudited financial statements semi-annually and audited financial statements annually. The Trust furnishes proxy statements and other reports to shareholders of record. Shareholder Shareholder inquiries should be directed to the Manager, Inquiries SEI Financial Management Corporation, 680 East Swedesford Road, Wayne, Pennsylvania 19087-1658. Dividends Substantially all of the net investment income (exclusive of capital gains) of each Portfolio is periodically declared and paid as a dividend. Currently, net capital gains (the excess of net long-term capital gain over net short-term capital loss) realized, if any, will be distributed at least annually. Shareholders automatically receive all income dividends and capital gain distributions in additional shares at the net asset value next determined following the record date, unless the shareholder has elected to take such payment in cash. Shareholders may change their election by providing written notice to SFM at least 15 days prior to the distribution. Dividends and capital gains of each Portfolio are paid on a per-share basis. The value of each share will be reduced by the amount of any such payment. If shares are purchased shortly before the record date for a dividend or capital gains distributions, a shareholder will pay the full price for the share and receive some portion of the price back as a taxable dividend or distribution. Counsel and Independent Accountants Morgan, Lewis & Bockius LLP serves as counsel to the Trust. Price Waterhouse LLP serves as the independent accountants of the Trust. Custodian and Wire Agent State Street Bank and Trust Company, 225 Franklin Street, Boston, Massachusetts 02110, acts as Custodian for the assets of the International Equity and Emerging Markets Equity Portfolios, and The Chase Manhattan Bank, N.A., Chase MetroTech Center, Brooklyn, New York 11245, acts as Custodian for the assets of the International Fixed Income Portfolio (each a "Custodian" and, together, the "Custodians"). The Custodians hold cash, securities and other assets of the Trust as required by the 1940 Act. CoreStates Bank, N.A., Broad and Chestnut Streets, P.O. Box 7618, Philadelphia, Pennsylvania 19101, acts as wire agent of the Trust's assets. 22 26 DESCRIPTION OF PERMITTED INVESTMENTS AND RISK FACTORS The following is a description of certain of the permitted investment practices for the Portfolios, and the associated risk factors: American Depositary Receipts ("ADRs") Continental Depositary Receipts ("CDRs"), European Depositary Receipts ("EDRs") and Global Depositary Receipts ("GDRs") ADRs are securities, typically issued by a U.S. financial institution (a "depositary"), that evidence ownership interests in a security or a pool of securities issued by a foreign issuer and deposited with the depositary. ADRs include American Depositary Shares and New York Shares. EDRs, which are sometimes referred to as Continental Depositary Receipts ("CDRs"), are securities, typically issued by a non-U.S. financial institution, that evidence ownership interests in a security or a pool of securities issued by either a U.S. or foreign issuer. GDRs are issued globally and evidence a similar ownership arrangement. Generally, ADRs are designed for trading in the U.S. securities market, EDRs are designed for trading in European Securities Markets and GDRs are designed for trading in non-U.S. Securities Markets. ADRs, EDRs, CDRs and GDRs may be available for investment through "sponsored" or "unsponsored" facilities. A sponsored facility is established jointly by the issuer of the security underlying the receipt and a depositary, whereas an unsponsored facility may be established by a depositary without participation by the issuer of the receipt's underlying security. Holders of an unsponsored depositary receipt generally bear all the costs of the unsponsored facility. The depositary of an unsponsored facility frequently is under no obligation to distribute shareholder communications received from the issuer of the deposited security or to pass through to the holders of the receipts voting rights with respect to the deposited securities. Convertible Convertible securities are securities that are Securities exchangeable for a set number of another security at a prestated price. Convertible securities typically have characteristics similar to both fixed income and equity securities. Because of the conversion feature, the market value of a convertible security tends to move with the market value of the underlying stock. The value of a convertible security is also affected by prevailing interest rates, the credit quality of the issuer, and any call provisions. Equity Securities Equity securities represent ownership interests in a company or corporation and include common stock, preferred stock and warrants and other rights to acquire such instruments. Changes in the value of portfolio securities will not necessarily affect cash income derived from these securities, but will affect a Portfolio's net asset value. 23 27 Fixed Income Securities Fixed income securities are debt obligations issued by corporations, municipalities and other borrowers. The market value of the fixed income investments will generally change in response to interest rate changes and other factors. During periods of falling interest rates, the values of outstanding fixed income securities generally rise. Conversely, during periods of rising interest rates, the values of such securities generally decline. Moreover, while securities with longer maturities tend to produce higher yields, the prices of longer maturity securities are also subject to greater market fluctuations as a result of changes in interest rates. Changes by recognized agencies in the rating of any fixed income security and in the ability of an issuer to make payments of interest and principal also affect the value of these investments. Changes in the value of these securities will not affect cash income derived from these securities, but will affect a Portfolio's net asset value. Forward Foreign Currency Contracts A forward contract involves an obligation to purchase or sell a specific currency amount at a future date, agreed upon by the parties, at a price set at the time of the contract. A Portfolio may also enter into a contract to sell, for a fixed amount of U.S. dollars or other appropriate currency, the amount of foreign currency approximating the value of some or all of the Portfolio's securities denominated in such foreign currency. At the maturity of a forward contract, the Portfolio may either sell a portfolio security and make delivery of the foreign currency, or it may retain the security and terminate its contractual obligation to deliver the foreign currency by purchasing an "offsetting" contract with the same currency trader, obligating it to purchase, on the same maturity date, the same amount of the foreign currency. The Portfolio may realize a gain or loss from currency transactions. Futures and Options on Futures Futures contracts provide for the future sale by one party and purchase by another party of a specified amount of a specific security at a specified future time and at a specified price. An option on a futures contract gives the purchaser the right, in exchange for a premium, to assume a position in a futures contract at a specified exercise price during the term of the option. A Portfolio may use futures contracts and related options for bona fide hedging purposes, to offset changes in the value of securities held or expected to be acquired or be disposed of, to minimize fluctuations in foreign currencies, or to gain exposure to a particular market or instrument. A Portfolio will minimize the risk that it will be unable to close out a futures contract by only entering into futures contracts which are traded on national futures exchanges. A stock index futures contract is a bilateral agreement pursuant to which two parties agree to take or make delivery of an amount of cash equal to a specified dollar amount times the difference between the stock index value at the close of trading of the contract and the price at which the futures contract is 24 28 originally struck. No physical delivery of the stocks comprising the Index is made; generally contracts are closed out prior to the expiration date of the contract. No price is paid upon entering into futures contracts. Instead, a Portfolio would be required to deposit an amount of cash or U.S. Treasury securities known as "initial margin." Subsequent payments, called "variation margin," to and from the broker, would be made on a daily basis as the value of the futures position varies (a process known as "marking to market"). The margin is in the nature of a performance bond or good-faith deposit on a futures contract. In order to avoid leveraging and related risks, when a Portfolio purchases futures contracts, it will collateralize its position by depositing an amount of cash or cash equivalents, equal to the market value of the futures positions held, less margin deposits, in a segregated account with the Trust's custodian. Collateral equal to the current market value of the futures position will be marked to market on a daily basis. There are risks associated with these activities, including the following: (1) the success of a hedging strategy may depend on an ability to predict movements in the prices of individual securities, fluctuations in markets and movements in interest rates; (2) there may be an imperfect or no correlation between the changes in market value of the securities held by the Portfolio and the prices of futures and options on futures; (3) there may not be a liquid secondary market for a futures contract or option; (4) trading restrictions or limitations may be imposed by an exchange; and (5) government regulations may restrict trading in futures contracts and futures options. A Portfolio may enter into futures contracts and options on futures contracts traded on an exchange regulated by the Commodities Futures Trading Commission ("CFTC"), as long as, to the extent that such transactions are not for "bona fide hedging purposes," the aggregate initial margin and premiums on such positions (excluding the amount by which such options are in the money) do not exceed 5% of a Portfolio's net assets. A Portfolio may buy and sell futures contracts and related options to manage its exposure to changing interest rates and securities prices. Some strategies reduce a Portfolio's exposure to price fluctuations, while others tend to increase its market exposure. Futures and options on futures can be volatile instruments and involve certain risks that could negatively impact a Portfolio's return. Illiquid Securities Illiquid securities are securities that cannot be disposed of within seven business days at approximately the price at which they are being carried on a Portfolio's books. Illiquid securities include demand instruments with demand notice periods exceeding seven days, securities for which there is no secondary market, and repurchase agreements with duration over seven days in length. In addition, the Emerging Markets Equity Portfolio believes that carefully selected investments in 25 29 joint ventures, cooperatives, partnerships, private placements, unlisted securities and other similar situations (collectively, "special situations") could enhance the Portfolio's capital appreciation potential. Investments in special situations may be liquid, as determined by the Portfolio's advisers based on criteria approved by the Board of Trustees. To the extent these investments are deemed illiquid, the Portfolio's investment in them will be consistent with its 10% restriction on investment in illiquid securities. Investment Companies Because of restrictions on direct investment by U.S. entities in certain countries, investment in other investment companies may be the most practical or only manner in which an international and global fund can invest in the securities markets of those countries. A Portfolio does not intend to invest in other investment companies unless, in the judgment of its advisers, the potential benefits of such investments exceed the associated costs relative to the benefits and costs associated with direct investments in the underlying securities. Investments in closed-end investment companies may involve the payment of substantial premiums above the net asset value of such issuer's portfolio securities and are subject to limitations under the 1940 Act. A Portfolio also may incur tax liability to the extent it invests in the stock of a foreign issuer that constitutes a "passive foreign investment company." As a shareholder in an investment company, a Portfolio would bear its ratable share of that investment company's expenses, including its advisory and administration fees. In accordance with applicable state regulatory provisions, the advisers have agreed to waive its management fee with respect to the portion of this Portfolio's assets invested in shares of other open-ended investment companies. The Portfolio continues to pay its own management fees and other expenses with respect to their investments in shares of closed-end investment companies. Money Market Instruments Money market securities are high-quality, dollar-denominated, short-term debt instruments. They consist of: (i) bankers' acceptances, certificates of deposits, notes and time deposits of highly-rated U.S. banks and U.S. branches of foreign banks; (ii) U.S. Treasury obligations and obligations of agencies and instrumentalities of the U.S. Government; (iii) high-quality commercial paper issued by U.S. and foreign corporations; (iv) debt obligations with a maturity of one year or less issued by corporations that issue high-quality commercial paper; and (v) repurchase agreements involving any of the foregoing obligations entered into with highly-rated banks and broker-dealers. Obligations of Supranational Supranational entities are entities established through Entities the joint participation of several governments, including the Asian Development Bank, the Inter-American Development Bank, International Bank for Reconstruction and Development (World Bank), African Development Bank, European Economic Community, European Investment Bank and the Nordic Investment Bank. The governmental members, or 26 30 "stock holders," usually make initial capital contributions to the supranational entity and, in many cases, are committed to make additional capital contributions if the supranational entity is unable to repay its borrowings. Options A put option gives the purchaser of the option the right to sell, and the writer of the option the obligation to buy, the underlying security at any time during the option period. A call option gives the purchaser of the option the right to buy, and the writer of the option the obligation to sell, the underlying security at any time during the option period. The premium paid to the writer is the consideration for undertaking the obligations under the option contract. The initial purchase (sale) of an option contract is an "opening transaction." In order to close out an option position, a Portfolio may enter into a "closing transaction," which is simply the sale (purchase) of an option contract on the same security with the same exercise price and expiration date as the option contract originally opened. A Portfolio may purchase put and call options to protect against a decline in the market value of the securities in its portfolio or to anticipate an increase in the market value of securities that the Portfolio may seek to purchase in the future. A Portfolio purchasing put and call options pays a premium therefor. If price movements in the underlying securities are such that exercise of the options would not be profitable for the Portfolio, loss of the premium paid may be offset by an increase in the value of the Portfolio's securities or by a decrease in the cost of acquisition of securities by the Portfolio. A Portfolio may write covered call options as a means of increasing the yield on its portfolio and as a means of providing limited protection against decreases in its market value. When a Portfolio sells an option, if the underlying securities do not increase or decrease to a price level that would make the exercise of the option profitable to the holder thereof, the option generally will expire without being exercised and the Portfolio will realize as profit the premium received for such option. When a call option of which a Portfolio is the writer is exercised, the Portfolio will be required to sell the underlying securities to the option holder at the strike price, and will not participate in any increase in the price of such securities above the strike price. When a put option of which a Portfolio is the writer is exercised, the Portfolio will be required to purchase the underlying securities at the strike price, which may be in excess of the market value of such securities. A Portfolio may purchase and write options on an exchange or over-the-counter. Over-the-counter ("OTC options") differ from exchange-traded options in several respects. They are transacted directly with dealers and not with a clearing corporation, and therefore entail the risk of non-performance by the dealer. OTC options are available for a greater variety of securities and for a wider range of expiration dates and exercise prices than are available for exchange-traded options. Because OTC options are not traded on an exchange, pricing is done normally by 27 31 reference to information from a market maker. It is the position of the SEC that OTC options are generally illiquid. A Portfolio may purchase and write put and call options on foreign currencies (traded on U.S. and foreign exchanges or over-the-counter markets), to manage its exposure to exchange rates. Call options on foreign currency written by a Portfolio will be "covered," which means that the Portfolio will own an equal amount of the underlying foreign currency. With respect to put options on foreign currency written by a Portfolio, the Portfolio will establish a segregated account with its custodian consisting of cash or liquid, high grade debt securities in an amount equal to the amount the Portfolio would be required to pay upon exercise of the put. A Portfolio may purchase and write put and call options on indices and enter into related closing transactions. Put and call options on indices are similar to options on securities except that options on an index give the holder the right to receive, upon exercise of the option, an amount of cash if the closing level of the underlying index is greater than (or less than, in the case of puts) the exercise price of the option. This amount of cash is equal to the difference between the closing price of the index and the exercise price of the option, expressed in dollars multiplied by a specified number. Thus, unlike options on individual securities, all settlements are in cash, and gain or loss depends on price movements in the particular market represented by the index generally, rather than the price movements in individual securities. A Portfolio may choose to terminate an option position by entering into a closing transaction. The ability of a Portfolio to enter into closing transactions depends upon the existence of a liquid secondary market for such transactions. All options written on indices must be covered. When a Portfolio writes an option on an index, it will establish a segregated account containing cash or liquid, high grade debt securities with its custodian in an amount at least equal to the market value of the option and will maintain the account while the option is open, or will otherwise cover the transaction. Risk Factors: Risks associated with options transactions include: (1) the success of a hedging strategy may depend on an ability to predict movements in the prices of individual securities, fluctuations in markets and movements in interest rates; (2) there may be an imperfect correlation between the movement in prices of options and the securities underlying them; (3) there may not be a liquid secondary market for options; and (4) while a Portfolio will receive a premium when it writes covered call options, it may not participate fully in a rise in the market value of the underlying security. Privatizations Privatizations are foreign government programs for selling all or part of the interests in government owned or controlled enterprises. The ability of a U.S. entity 28 32 to participate in privatizations in certain foreign countries may be limited by local law, or the terms on which a Portfolio may be permitted to participate may be less advantageous than those applicable for local investors. There can be no assurance that foreign governments will continue to sell their interests in companies currently owned or controlled by them or that privatization programs will be successful. Repurchase Repurchase agreements are agreements by which a Portfolio Agreements obtains a security and simultaneously commits to return the security to the seller at an agreed upon price (including principal and interest) on an agreed upon date. The Portfolio will have actual or constructive possession of the security as collateral for the repurchase agreement. Collateral must be maintained at a value at least equal to 102% of the purchase price. A Portfolio bears a risk of loss in the event the other party defaults on its obligations and the Portfolio is delayed or prevented from exercising its right to dispose of the collateral or if the Portfolio realizes a loss on the sale of the collateral. The advisers will enter into repurchase agreements on behalf of a Portfolio only with financial institutions deemed to present minimal risk of bankruptcy during the term of the agreement based on established guidelines. Repurchase agreements are considered loans under the 1940 Act. Securities of Foreign Issuers There are certain risks connected with investing in foreign securities. These include risks of adverse political and economic developments (including possible governmental seizure or nationalization of assets), the possible imposition of exchange controls or other governmental restrictions, less uniformity in accounting and reporting requirements, the possibility that there will be less information on such securities and their issuers available to the public, the difficulty of obtaining or enforcing court judgments abroad, restrictions on foreign investments in other jurisdictions, difficulties in effecting repatriation of capital invested abroad and difficulties in transaction settlements and the effect of delay on shareholder equity. Foreign securities may be subject to foreign taxes, and may be less marketable than comparable U.S. securities. The value of a Portfolio's investments denominated in foreign currencies will depend on the relative strengths of those currencies and the U.S. dollars, and a Portfolio may be affected favorably or unfavorably by changes in the exchange rates or exchange control regulations between foreign currencies and the U.S. dollar. Changes in foreign currency exchange rates also may affect the value of dividends and interest earned, gains and losses realized on the sale of securities and net investment income and gains if any, to be distributed to shareholders by a Portfolio. Furthermore, emerging market countries may have less stable political environments than more developed countries. Also it may be more difficult to obtain a judgment in a court outside the United States. Short Sales A Portfolio may only sell securities short "against the box." A short sale is "against the box" if at all times during which the short position is open, the Portfolio owns at least an equal amount of the securities or securities convertible into, or 29 33 exchangeable without further consideration for, securities of the same issue as the securities that are sold short. Swaps, Caps, Floors and Collars Interest rate swaps, mortgage swaps, currency swaps and other types of swap agreements such as caps, floors and collars are designed to permit the purchaser to preserve a return or spread on a particular investment or portion of its portfolio, and to protect against any increase in the price of securities a Portfolio anticipates purchasing at a later date. In a typical interest rate swap, one party agrees to make regular payments equal to a floating interest rate times a "notional principal amount," in return for payments equal to a fixed rate times the same amount, for a specific period of time. Swaps may also depend on other prices or rates, such as the value of an index or mortgage prepayment rates. In a typical cap or floor agreement, one party agrees to make payments only under specified circumstances, usually in return for payment of a fee by the other party. Swap agreements will tend to shift a Portfolio's investment exposure from one type of investment to another. Depending on how they are used, swap agreements may increase or decrease the overall volatility of a Portfolio's investment and their share price and yield. U.S. Government Agency Securities Obligations issued or guaranteed by agencies of the U.S. Government, including, among others, the Federal Farm Credit Bank, the Federal Housing Administration and the Small Business Administration and obligations issued or guaranteed by instrumentalities of the U.S. Government, including, among others, the Federal Home Loan Mortgage Corporation, the Federal Land Banks and the U.S. Postal Service. Some of these securities are supported by the full faith and credit of the U.S. Treasury (e.g., Government National Mortgage Association securities), and others are supported by the right of the issuer to borrow from the Treasury (e.g., Federal Farm Credit Bank securities), while still others are supported only by the credit of the instrumentality (e.g., Federal National Mortgage Association securities). Guarantees of principal by agencies or instrumentalities of the United States Government may be a guarantee of payment at the maturity of the obligation so that in the event of a default prior to maturity there might not be a market and thus no means of realizing on the obligation prior to maturity. Guarantees as to the timely payment of principal and interest do not extend to the value or yield of these securities nor to the value of the Portfolios' shares. U.S. Treasury Obligations U.S. Treasury obligations consist of bills, notes and bonds issued by the U.S. Treasury, as well as separately traded interest and principal component parts of such obligations, known as Separately Traded Registered Interest and Principal Securities ("STRIPS"), that are transferable through the Federal book-entry system. 30 34 Variable and Floating Rate Instruments Certain obligations may carry variable or floating rates of interest and may involve a conditional or unconditional demand feature. Such instruments bear interest at rates which are not fixed, but which vary with changes in specified market rates or indices. The interest rates on these securities may be reset daily, weekly, quarterly or at some other interval, and may have a floor or ceiling on interest rate changes. There is a risk that the current interest rate on such obligations may not accurately reflect existing market interest rates. A demand instrument with a demand notice exceeding seven days may be considered illiquid if there is no secondary market for such security. Warrants Warrants are instruments giving holders the right, but not the obligation, to buy equity or fixed-income securities of a company at a given price during a specified period. When-Issued amd Delayed When-issued or delayed delivery transactions involve the Delivery Securities purchase of an instrument with payment and delivery taking place in the future. Delivery of and payment for these securities may occur a month or more after the date of the purchase commitment. A Portfolio will maintain with its Custodian a separate account with liquid, high grade debt securities or cash in an amount at least equal to these commitments. The interest rate realized on these securities is fixed as of the purchase date, and no interest accrues to a Portfolio before settlement. These securities are subject to market fluctuation due to changes in market interest rates, and it is possible that the market value at the time of settlement could be higher or lower than the purchase price if the general level of interest rates has changed. Although a Portfolio generally purchases securities on a when-issued or forward commitment basis with the intention of actually acquiring securities, a Portfolio may dispose of a when-issued security or forward commitment prior to settlement if the Adviser deems it appropriate to do so. When investing in when-issued securities, a Portfolio will not accrue income until delivery of the securities and will invest in such securities only for purposes of actually acquiring the securities and not for purposes of leveraging. Additional information on other permitted investments can be found in the Statement of Additional Information. 31 35 TABLE OF CONTENTS - -------------------------------------------------------------------------------- Annual Operating Expenses................... 2 Financial Highlights........................ 3 The Trust................................... 4 Investment Objectives and Policies.......... 4 General Investment Policies................. 5 Investment Limitations...................... 9 The Manager and Shareholder Servicing Agent..................................... 10 The Adviser................................. 11 The Sub-Advisers............................ 13 Distribution and Shareholder Services....... 16 Purchase and Redemption of Shares........... 17 Performance................................. 19 Taxes....................................... 20 General Information......................... 21 Description of Permitted Investments and Risk Factors.............................. 23
32 36 PROSPECTUS JUNE 28, 1996 - -------------------------------------------------------------------------------- INTERNATIONAL EQUITY PORTFOLIO - -------------------------------------------------------------------------------- Please read this Prospectus carefully before investing, and keep it on file for future reference. It concisely sets forth information that can help you decide if the Portfolio's investment goals match your own. A Statement of Additional Information (SAI) dated June 28, 1996, has been filed with the Securities and Exchange Commission (the "SEC") and is available upon request and without charge by writing the Distributor, SEI Financial Services Company, 680 East Swedesford Road, Wayne, Pennsylvania 19087-1658, or by calling 1-800-437-6016. The Statement of Additional Information is incorporated by reference into this Prospectus. SEI International Trust (the "Trust") is an open-end management investment company that offers shareholders a convenient means of investing their funds in one or more professionally managed diversified and non-diversified portfolios of securities. The International Equity Portfolio (formerly, Core International Equity Portfolio) investment portfolio of the Trust, offers two classes of shares, Class A shares and Class D shares. Class D shares differ from Class A shares primarily in the imposition of sales charges and the allocation of certain distribution expenses and transfer agent fees. Class D shares are available through SEI Financial Services Company (the Trust's distributor) and through participating broker-dealers, financial institutions and other organizations. This Prospectus relates to the Class D shares of the International Equity Portfolio (the "Portfolio"). - -------------------------------------------------------------------------------- THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION, NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. THE TRUST'S SHARES ARE NOT DEPOSITS OR OBLIGATIONS OF, OR GUARANTEED OR ENDORSED BY, ANY BANK. THE TRUST'S SHARES ARE NOT FEDERALLY INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION, THE FEDERAL RESERVE BOARD OR ANY OTHER GOVERNMENT AGENCY. INVESTMENT IN THE SHARES INVOLVES RISK, INCLUDING POSSIBLE LOSS OF THE PRINCIPAL AMOUNT INVESTED. 37 HOW TO READ THIS PROSPECTUS This Prospectus gives you information that you should know about the Portfolio before investing. Brief descriptions are also provided throughout the Prospectus to better explain certain key points. To find these helpful guides, look for this symbol. (>) FUND HIGHLIGHTS The following summary provides basic information about the Class D shares of the Trust's International Equity Portfolio. This summary is qualified in its entirety by reference to the more detailed information provided elsewhere in this Prospectus and in the Statement of Additional Information. INVESTMENT OBJECTIVES AND POLICIES Below is the investment objective and policies for the Portfolio. For more information, see "Investment Objective and Policies," "General Investment Policies" and "Description of Permitted Investments and Risk Factors." International Equity Portfolio The International Equity Portfolio seeks to provide long-term capital appreciation by investing primarily in a diversified portfolio of equity securities of non-U.S. issuers. UNDERSTANDING RISK Shares of the Portfolio, like shares of any mutual fund, will fluctuate in value and when you sell your shares, they may be worth more or less than what you paid for them. The Portfolio may invest in equity securities that are affected by market and economic factors, and in fixed income securities that tend to vary inversely with interest rates and may be affected by other market and economic factors as well, which may cause these securities to fluctuate in value. Investing in the securities of foreign companies involves special risks and considerations not typically associated with investing in U.S. companies. In addition, there can be no assurance that any Portfolio will achieve its investment objective. See "Investment Objectives and Policies" and "Description of Permitted Investments and Risk Factors." TABLE OF CONTENTS Fund Highlights........2 Portfolio Expenses.....4 Financial Highlights...5 Your Account and Doing Business with Us.....6 Investment Objective and Policies.............9 General Investment Policies and Risk Factors............10 Investment Limitations...........11 The Manager and Shareholder Servicing Agent.....12 The Adviser...........13 The Sub-Advisers......15 Distribution and Shareholder Services............16 Performance...........17 Taxes.................18 Additional Information About Doing Business with Us..............20 General Information...25 Description of Permitted Investments and Risk Factors.............27 2 38 MANAGEMENT PROFILE SEI FINANCIAL MANAGEMENT CORPORATION ("SFM") serves as the investment adviser for the International Equity Portfolio. ACADIAN ASSET MANAGEMENT, INC., MORGAN GRENFELL INVESTMENT SERVICES LIMITED AND SCHRODER CAPITAL MANAGEMENT INTERNATIONAL LIMITED each serve as an investment sub-adviser for a portion of the assets of the International Equity Portfolio. SFM serves as the manager and shareholder servicing agent of the Trust. DST Systems, Inc. acts as the transfer agent (the "Transfer Agent") of the Class D shares of the Trust. SEI Financial Services Company acts as distributor ("Distributor") of the Trust's shares. See "The Manager and Shareholder Servicing Agent," "The Adviser," "The Sub-Advisers" and "Distribution." YOUR ACCOUNT AND DOING BUSINESS WITH US You may open an account with just $1,000 and make additional investments with as little as $100. Class D shares of the Portfolio are offered at net asset value per share plus a maximum sales charge at the time of purchase of 5.00%. Shareholders who purchase higher amounts may qualify for a reduced sales charge. Redemptions of the Portfolio's shares are made at net asset value per share. See "Your Account and Doing Business with Us" and "Additional Information About Doing Business With Us." DIVIDENDS Substantially all of the net investment income (exclusive of capital gains) of the Portfolio is periodically declared and paid as a dividend. Any realized net capital gain is distributed at least annually. Distributions are paid in additional shares unless you elect to take the payment in cash. See "Dividends." INFORMATION/ SERVICE CONTACTS For more information about Class D shares call 1-800-437-6016. (>) INVESTMENT PHILOSOPHY Believing that no single investment adviser can deliver outstanding performance in every investment category, only those advisers who have distinguished themselves within their areas of specialization are selected to advise our mutual funds. 3 39 PORTFOLIO EXPENSES The purposes of the following table is to help you understand the various costs and expenses that you, as a shareholder, will bear directly or indirectly in connection with an investment in the Class D shares. SHAREHOLDER TRANSACTION EXPENSES (as a percentage of offering price) - --------------------------------------------------------------------------------
INTERNATIONAL EQUITY PORTFOLIO ------------------ Maximum Sales Charge Imposed on Purchases 5.00% Maximum Sales Charge Imposed on Reinvested Dividends None Redemption Fees (1) None
ANNUAL OPERATING EXPENSES (as a percentage of average net assets) - -------------------------------------------------------------------------------- Management/Advisory Fees (after fee waiver) (2) .96% 12b-1 Fees (3) .25% Other Expenses .34% - --------------------------------------------------------------------------------------------------------------------- Total Operating Expenses (after fee waiver and reimbursement) (4) 1.55% - ---------------------------------------------------------------------------------------------------------------------
(1) A charge, currently $10.00, is imposed on wires of redemption proceeds of the Portfolio's Class D shares. (2) SEI Financial Management Corporation ("SFM"), in its capacity as Manager for the Portfolio, and certain of the sub-advisers, have waived on a voluntary basis, a portion of their fee, and the management/advisory fees shown reflect these voluntary waivers. SFM and the sub-advisers each reserve the right to terminate its waiver at any time in its sole discretion. Absent such fee waiver, management/advisory fees would be .96% for the International Equity Portfolio. Management/advisory fees have been restated to reflect current expenses. (3) The 12b-1 fees shown reflect the Distributor's voluntary waiver of a portion of its compensatory fee. The Distributor reserves the right to terminate its waiver at any time in its sole discretion. The maximum 12b-1 fee payable by the Class D shares of the Portfolio is .30%. (4) Absent the voluntary fee waiver described above, the total operating expenses would be 1.60% for the International Equity Portfolio. Additional information may be found under "The Adviser," "The Sub-Advisers" and "The Manager and Shareholder Servicing Agent." EXAMPLE - -------------------------------------------------------------------------------- An investor in the Portfolio would pay the following expenses on a $1000 investment assuming (1) imposition of the maximum sales charge, (2) a 5% annual return and (3) redemption at the end of each time period:
1 YR. 3 YRS. 5 YRS. 10 YRS. ------- -------- -------- -------- International Equity $ 65.00 $ 97.00 $ 130.00 $ 225.00 - ---------------------------------------------------------------------------------------------------------------------
THE EXAMPLE SHOULD NOT BE CONSIDERED A REPRESENTATION OF PAST OR FUTURE EXPENSES. ACTUAL EXPENSES MAY BE GREATER OR LESS THAN THOSE SHOWN. The purpose of the expense table and example is to assist the investor in understanding the various costs and expenses that may be directly or indirectly borne by investors in Class D shares of the Portfolio. The Portfolio also offers Class A shares, which are subject to the same expenses, except that there are no sales charges, different distribution costs and no transfer agent costs. Additional information may be found under "The Manager and Shareholder Servicing Agent," "The Adviser," "The Sub-Advisers" and "Distribution." The rules of the Securities and Exchange Commission require that the maximum sales charge be reflected in the above table. However, certain investors may qualify for reduced sales charges. See "Purchase of Shares." Long-term shareholders may pay more than the economic equivalent of the maximum front-end sales charges otherwise permitted by the Rules of Fair Practice of the National Association of Securities Dealers, Inc. ("NASD"). 4 40 FINANCIAL HIGHLIGHTS The following financial highlights for a share outstanding throughout each period have been audited by Price Waterhouse LLP, the Trust's independent accountants, whose report, thereon, dated April 10, 1996, was unqualified. This information should be read in conjunction with the Trust's financial statements as of February 29, 1996, and notes thereto, which are included in the Trust's Statement of Additional Information under the heading "Financial Statements." Additional performance information is set forth in the Trust's 1996 Annual Report to Shareholders, which is available upon request and without charge by calling 1-800-437-6016. FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD FOR THE PERIODS ENDED FEBRUARY 29,
Net Asset Distributions Distributions Value Net Net Realized and from Net from Net Asset Beginning Investment Unrealized Investment Retained Capital Return Value End of Period Income/(Loss) Gains/(Losses) Income (2) Gains of Capital of Period --------------------------------------------------------------------------------------------------------------------- - --------------------------------- INTERNATIONAL EQUITY PORTFOLIO - --------------------------------- CLASS D 1996 $ 9.56 $0.04 $ 1.50 $ (0.18) $(0.99) -- $9.93 1995(1) 10.81 0.01 (0.67) -- (0.59) -- 9.56 Ratio Ratio of Net Investment Ratios of Expenses Income/(Loss) Ratio of Net Investment to Average to Average Net Assets Expenses Income/(Loss) Net Assets Net Assets Portfolio Total End of to Average to Average (Excluding (Excluding Turnover Return Period (000) Net Assets Net Assets Waivers) Waivers) Rate - --------------------------------------------------------------------------------------------------------------------- - ------------------------------ INTERNATIONAL EQUITY PORTFOLIO - ------------------------------ CLASS D 1996 16.77% $199 1.65% 0.58% 1.90% 0.33% 102% 1995(1) (6.33) 51 1.47 0.42 1.48 0.41 64
(1) International Equity (formerly the Core International Equity Portfolio) Class D shares were offered beginning May 1, 1994. All ratios for that period have been annualized. (2) Distributions from net investment income include distributions of certain foreign currency gains and losses. 5 41 YOUR ACCOUNT AND DOING BUSINESS WITH US Class D shares of the Portfolio are sold on a continuous basis and may be purchased directly from the Trust's Distributor, SEI Financial Services Company. Shares may also be purchased through financial institutions, broker-dealers, or other organizations ("Intermediaries") which have established a dealer agreement or other arrangement with SEI Financial Services Company. For more information about the following topics, see "Additional Information About Doing Business with Us." - -------------------------------------------------------------------------------- HOW TO BUY, SELL AND EXCHANGE SHARES THROUGH INTERMEDIARIES Class D shares of the Portfolio may be purchased through Intermediaries which provide various levels of shareholder services to their customers. Contact your Intermediary for information about the services available to you and for specific instructions on how to buy, sell and exchange shares. To allow for processing and transmittal of orders to the Distributor on the same day, Intermediaries may impose earlier cut-off times for receipt of purchase orders. Certain Intermediaries may charge customer account fees. Information concerning shareholder services and any charges will be provided to the customer by the Intermediary. Certain of these Intermediaries may be required to register as broker-dealers under state law. The shares you purchase through an Intermediary may be held "of record" by that Intermediary. If you want to transfer the registration of shares beneficially owned by you, but held "of record" by an Intermediary, you should call the Intermediary to request this change. HOW TO BUY SHARES FROM THE DISTRIBUTOR Account Application forms can be obtained by calling 1-800-437-6016. Class D shares of the Portfolio are offered only to residents of states in which the shares are eligible for purchase. Opening an Account By Check You may buy Class D shares by mailing a completed application and a check (or other negotiable bank instrument or money order) payable to "Class D shares (Portfolio Name)." If you send a check that does not clear, the purchase will be canceled and you could be liable for any losses or fees incurred. By Fed Wire To buy shares by Fed Wire, call toll-free at 1-800-437-6016. Automatic Investment Plan ("AIP") You may systematically buy Class D shares through deductions from your checking or savings accounts, provided these accounts are maintained through banks which are part of the Automated Clearing House ("ACH") system. You may purchase (>) WHAT IS AN INTERMEDIARY? Any entity, such as a bank, broker-dealer, other financial institution, association or organization which has entered into an agreement with the Distributor to sell Class D shares of the Portfolio to their customers. 6 42 shares on a fixed schedule (semi-monthly or monthly) with amounts as low as $25, or as high as $100,000. Upon notice, the amount you commit to the AIP may be changed or canceled at any time. The AIP is subject to account minimum initial purchase amounts and minimum maintained balance requirements. OTHER INFORMATION ABOUT BUYING SHARES Sales Charges Your purchase is subject to a sales charge which varies depending on the size of your purchase. The following table shows the regular sales charges on Class D shares of the Portfolio to a "single purchaser," together with the reallowance paid to dealers and the agency commission paid to brokers (collectively the "commission"): INTERNATIONAL EQUITY PORTFOLIO ----------------------------------------------------------
SALES CHARGE REALLOWANCE AND SALES CHARGE AS AS APPROPRIATE BROKERAGE COMMISSION A PERCENTAGE OF PERCENTAGE OF AS A PERCENTAGE OF AMOUNT OF PURCHASE OFFERING PRICE NET AMOUNT INVESTED OFFERING PRICE --------------------------------------------------------------------------------------- < $50,000 5.00% 5.26% 4.50% $50,000 but < $100,000 4.50% 4.71% 4.00% $100,000 but < $250,000 3.50% 3.63% 3.00% $250,000 but < $500,000 2.50% 2.56% 2.00% $500,000 but < $1,000,000 2.00% 2.04% 1.75% $1,000,000 but < $2,000,000 1.00% 1.01% 1.00% $2,000,000 but < $4,000,000 .50% .50% .50% Over $4,000,000 none none none ---------------------------------------------------------------------------------------
The commissions shown in the table above apply to sales through Intermediaries. Under certain circumstances, commissions up to the amount of the entire sales charge may be re-allowed to certain Intermediaries, who might then be deemed to be "underwriters" under the Securities Act of 1933. Rights of Accumulation Rights of Accumulation allows you, under certain circumstances, to combine your current purchase with the current market value of previously purchased shares of the Portfolio and Class D shares of other portfolios ("Eligible Portfolios") in order to obtain a reduced sales charge. Letter of Intent A Letter of Intent allows you, under certain circumstances, to aggregate anticipated purchases over a 13-month period to obtain a reduced sales charge. Sales Charge Waiver Certain shareholders may qualify for a sales charge waiver. To determine whether or not you qualify for a sales charge waiver see "Additional Information About Doing Business with Us." Shareholders who qualify for a sales charge waiver must notify the Transfer Agent before purchasing shares. 7 43 EXCHANGING SHARES When Can You Exchange Shares? Once good payment for your shares has been received and accepted (i.e., an account has been established), you may exchange some or all of your shares for Class D shares of SEI Tax Exempt Trust, SEI Daily Income Trust, SEI Liquid Asset Trust and SEI Institutional Managed Trust ("SEI Funds"). Exchanges are made at net asset value plus any applicable sales charge. Class D shares are offered only to residents of states in which the shares are eligible for purchase. When Do Sales Charges Apply to an Exchange? Portfolios that are not money market portfolios currently impose a sales charge on Class D shares. If you exchange into one of these "non-money market" portfolios, you will have to pay a sales charge on any portion of your exchanged Class D shares for which you have not previously paid a sales charge. If you previously paid a sales charge on your Class D shares, no additional sales charge will be assessed when you exchange those Class D shares for other Class D shares. If you buy Class D shares of a "non-money market" fund and you receive a sales charge waiver, you will be deemed to have paid the sales charge for purposes of this exchange privilege. In calculating any sales charge payable on your exchange, the Trust will assume that the first shares you exchange are those on which you have already paid a sales charge. Sales charge waivers may also be available under certain circumstances described in the SEI Funds' prospectuses. The Trust reserves the right to change the terms and conditions of the exchange privilege discussed herein, or to terminate the exchange privilege, upon 60 days' notice. The Trust also reserves the right to deny an exchange request made within 60 days of the purchase of a non-money market portfolio. Requesting an Exchange of Shares To request an exchange, you must provide proper instructions in writing to the Transfer Agent. Telephone exchanges will also be accepted if you previously elected this option on your account application. In the case of shares held "of record" by an Intermediary but beneficially owned by you, you should contact the Intermediary who will contact the Transfer Agent and effect the exchange on your behalf. HOW TO SELL SHARES THROUGH THE DISTRIBUTOR To sell your shares, a written request for redemption in good order must be received by the Transfer Agent. Valid written redemption requests will be effective on receipt. All shareholders of record must sign the redemption request. (>) HOW DOES AN EXCHANGE TAKE PLACE? When making an exchange, you authorize the sale of your shares of the Portfolio in order to purchase the shares of another portfolio. In other words, you are executing a sell order and then a buy order. This sale of your shares is a taxable event which could result in a taxable gain or loss. 8 44 By Mail For information about the proper form of redemption requests, call 1-800-437-6016. You may also have the proceeds mailed to an address of record or mailed (or sent by ACH) to a commercial bank account previously designated on the Account Application or specified by written instruction to the Transfer Agent. There is no charge for having redemption requests mailed to a designated bank account. By Telephone You may sell your shares by telephone if you previously elected that option on the Account Application. You may have the proceeds mailed to the address of record, wired or sent by ACH to a commercial bank account previously designated on the Account Application. Under most circumstances, payments will be transmitted on the next Business Day following receipt of a valid telephone request for redemption. Wire redemption requests may be made by calling 1-800-437-6016, who will subtract a wire redemption charge (presently $10.00) from the amount of the redemption. Systematic Withdrawal Plan ("SWP") You may establish a systematic withdrawal plan for an account with a $10,000 minimum balance. Under the plan, redemptions can be automatically processed from accounts (monthly, quarterly, semi-annually or annually) by check or by ACH with a minimum redemption amount of $50. INVESTMENT OBJECTIVE AND POLICIES INTERNATIONAL EQUITY PORTFOLIO The International Equity Portfolio seeks to provide long-term capital appreciation by investing primarily in a diversified portfolio of equity securities of non-U.S. issuers. Under normal circumstances, at least 65% of the International Equity Portfolio's assets will be invested in equity securities of non-U.S. issuers located in at least three countries other than the United States. There can be no assurance that the Portfolio will achieve its objective. (>) WHAT IS A SIGNATURE GUARANTEE? A signature guarantee verifies the authenticity of your signature and may be obtained from any of the following: banks, brokers, dealers, certain credit unions, securities exchange or association, clearing agency or savings association. A notary public cannot provide a signature guarantee. (>) WHAT ARE INVESTMENT OBJECTIVES AND POLICIES? The Portfolio's investment objective is a statement of what it seeks to achieve. It is important to make sure that the investment objective matches your own financial needs and circumstances. The investment policies section spells out the types of securities in which the Portfolio invests. 9 45 GENERAL INVESTMENT POLICIES AND RISK FACTORS INTERNATIONAL EQUITY PORTFOLIO The International Equity Portfolio may enter into forward foreign currency contracts as a hedge against possible variations in foreign exchange rates. A forward foreign currency contract is a commitment to purchase or sell a specified currency, at a specified future date, at a specified price. The Portfolio may enter into forward foreign currency contracts to hedge a specific security transaction or to hedge a portfolio position. These contracts may be bought or sold to protect the Portfolio, to some degree, against a possible loss resulting from an adverse change in the relationship between foreign currencies and the U.S. dollar. The Portfolio may also invest in options on currencies. Securities of non-U.S. issuers purchased by the Portfolio will typically be listed on recognized foreign exchanges but also may be purchased on U.S. registered exchanges, in the over-the-counter market or in the form of sponsored or unsponsored American Depositary Receipts ("ADRs") traded on registered exchanges or NASDAQ, or sponsored or unsponsored European Depositary Receipts ("EDRs"), Continental Depositary Receipts ("CDRs") or Global Depositary Receipts ("GDRs"). The Portfolio expects its investments to emphasize both large and intermediate capitalization companies. The Portfolio expects to be fully invested in its primary investments described above, but may invest up to 35% of its total assets in U.S. or non-U.S. cash reserves; money market instruments; swaps; options on securities, non-U.S. indices and currencies; futures contracts, including stock index futures contracts; and options on futures contracts. Permissible money market instruments include securities issued or guaranteed by the United States Government, its agencies or instrumentalities; securities issued or guaranteed by non-U.S. governments, which are rated at time of purchase A or higher by Standard & Poor's Corporation ("S&P") or Moody's Investors Service, Inc. ("Moody's"), or are determined by the advisers to be of comparable quality; repurchase agreements; certificates of deposit and bankers' acceptances issued by banks or savings and loan associations having net assets of at least $500 million as of the end of their most recent fiscal year; high-grade commercial paper; and other long- and short-term debt instruments, which are rated at time of purchase A or higher by S&P or Moody's, and which with respect to such long-term debt instruments, are within 397 days of their maturity. The Portfolio is also permitted to acquire floating and variable rate securities, purchase securities on a when-issued or delayed delivery basis, and invest up to 10% of its total assets in illiquid securities. Although permitted to do so, the 10 46 Portfolio does not currently intend to invest in securities issued by passive foreign investment companies or to engage in securities lending. For temporary defensive purposes, when the advisers determine that market conditions warrant, the Portfolio may invest up to 50% of its assets in the U.S. and non-U.S. money market instruments described above and in other U.S. and non-U.S. long- and short-term debt instruments which are rated BBB or higher by S&P or Baa or higher by Moody's at the time of purchase, or which are determined by the advisers to be of comparable quality; hold a portion of its assets in cash; and invest in securities of supranational entities which are rated A or higher by S&P or Moody's at the time of purchase or are determined by the advisers to be of comparable quality. Fixed income securities rated BBB or Baa lack outstanding investment characteristics, and have speculative characteristics as well. For additional information regarding the permitted investments of the Portfolio, see the "Description of Permitted Investments and Risk Factors" in this Prospectus and "Description of Permitted Investments" in the Statement of Additional Information. For a description of the above ratings, see the Statement of Additional Information. INVESTMENT LIMITATIONS The investment objective and certain of the investment limitations are fundamental policies of the Portfolio. Fundamental policies cannot be changed with respect to the Trust or the Portfolio without the consent of the holders of a majority of the Trust's or the Portfolio's outstanding shares. The International Equity Portfolio may not: 1. With respect to 75% of its total assets, (i) purchase securities of any issuer (except securities issued or guaranteed by the United States Government, its agencies or instrumentalities) if, as a result, more than 5% of its total assets would be invested in the securities of such issuer; or (ii) acquire more than 10% of the outstanding voting securities of any one issuer. 2. Purchase any securities which would cause more than 25% of its total assets to be invested in the securities of one or more issuers conducting their principal business activities in the same industry, provided that this limitation does not apply to investments in securities issued or guaranteed by the United States Government, its agencies or instrumentalities. 11 47 3. Borrow money in an amount exceeding 33 1/3% of the value of its total assets, provided that, for purposes of this limitation, investment strategies which either obligate the Portfolio to purchase securities or require the Portfolio to segregate assets are not considered to be borrowings. To the extent that its borrowings exceed 5% of its assets, (i) all borrowings will be repaid before making additional investments and any interest paid on such borrowings will reduce income, and (ii) asset coverage of at least 300% is required. The foregoing percentage limitations will apply at the time of the purchase of a security. Additional fundamental and non-fundamental investment limitations are set forth in the Statement of Additional Information. THE MANAGER AND SHAREHOLDER SERVICING AGENT SEI Financial Management Corporation ("SFM"), provides the Trust with overall management services, regulatory reporting, all necessary office space, equipment, personnel, and facilities, and acts as dividend disbursing agent and shareholder servicing agent. For its management services, SFM is entitled to a fee, which is calculated daily and paid monthly, at an annual rate of .45% of the average daily net assets of the International Equity Portfolio. SFM has voluntarily agreed to waive all or a portion of its fees and, if necessary, reimburse other operating expenses in order to limit the total operating expenses of the Portfolio. SFM reserves the right to terminate this voluntary fee waivers and expense reimbursement at any time in its sole discretion. The management and advisory fees for the Portfolio are higher than that paid by most mutual funds; however, the fees are competitive with fees paid by most mutual funds with similar investment objectives and policies. For the fiscal year ended February 29, 1996, the International Equity Portfolio paid a management fee after fee waivers, of .41% of its average daily net assets. The Trust and DST Systems, Inc., 210 W. 10th Street, Kansas City, Missouri, 64105 ("DST") have entered into a separate transfer agent agreement with respect to the Class D shares of the Portfolio. Under this agreement, DST acts as the transfer agent (the "Transfer Agent") and dividend disbursing agent for the Class D Shares of the Trust. 12 48 THE ADVISER SEI FINANCIAL MANAGEMENT CORPORATION SFM acts as the investment adviser to the International Equity Portfolio. SFM is a wholly-owned subsidiary of SEI Corporation ("SEI"), a financial services company located in Wayne, Pennsylvania. The principal business address of SFM is 680 East Swedesford Road, Wayne, Pennsylvania 19087-1658. SEI was founded in 1968, and is a leading provider of investment solutions to banks, institutional investors, investment advisers and insurance companies. Affiliates of SFM have provided consulting advice to institutional investors for more than 20 years, including advice regarding selection and evaluation of investment advisers. SFM currently serves as manager or administrator to more than 29 investment companies, including more than 273 portfolios, which investment companies had more than $59 billion in assets as of March 31, 1996. The Adviser has general oversight responsibility for the investment advisory services provided to the Portfolio, including formulating the Portfolio's investment policies and analyzing economic trends affecting the Portfolio. SFM is also responsible for: (i) managing the allocation of assets among the Portfolio's sub-advisers, (ii) directing and evaluating the investment services provided by the sub-advisers, including their adherence to the Portfolio's investment objective and policies, and the Portfolio's investment performance, and (iii) managing the cash portion of the Portfolio's assets. In accordance with the Portfolio's investment objective and policies, and under the supervision of the Adviser and the Trust's Board of Trustees, each sub-adviser is responsible for the day-to-day investment management of all or a discrete portion of the assets of the Portfolio. SFM and the sub-advisers are authorized to make investment decisions for the Portfolio and place orders on behalf of the Portfolio to effect the investment decisions made. HOWEVER, SFM HAS THE ULTIMATE RESPONSIBILITY FOR THE INVESTMENT PERFORMANCE OF THE PORTFOLIO DUE TO ITS RESPONSIBILITY TO OVERSEE SUB-ADVISERS AND RECOMMEND THEIR HIRING, TERMINATION AND REPLACEMENT. In addition, SFM monitors the compliance of each sub-adviser with regulatory and tax regulations, such as portfolio concentration and diversification. For the most part compliance with these requirements by each sub-adviser with respect to its portion of a Portfolio will assure compliance by the Portfolio as a whole. In addition, SFM monitors positions taken by each sub-adviser and will notify sub-advisers of any developing situations to help ensure that investments do not run (>) INVESTMENT ADVISER A Portfolio's investment adviser manages the investment activities and is responsible for the performance of the Portfolio. The adviser conducts investment research, executes investment strategies based on an assessment of economic and market conditions, and determines which securities to buy, hold or sell. 13 49 afoul of the short-short test or the wash sale rules. To the extent that having multiple sub-advisers responsible for investing separate portions of a Portfolio's assets creates the need for coordination among the sub-advisers, there is an increased risk that the Portfolio will not comply with these regulatory and tax requirements. For these advisory services, SFM is entitled to a fee, which is calculated daily and paid monthly, at an annual rate of .505% of the International Equity Portfolio's average daily net assets. For the fiscal year ended February 29, 1996, the International Equity Portfolio paid an advisory fee, after fee waivers of .475% of its average net assets. It is possible that different sub-advisers for the same Portfolio could take opposite actions within a short period of time with respect to a particular security. For example, one sub-adviser could buy a security for the Portfolio and shortly thereafter another sub-adviser could sell the same security from the portion of the Portfolio allocated to it. If in these circumstances the securities could be transferred from one sub-adviser's portion of the Portfolio to another, the Portfolio could avoid transaction costs and could avoid creating possible wash sales and short-short gains under the Internal Revenue Code of 1986, as amended (the "Code"). Such transfers are not practicable but the sub-advisers and SFM do not believe that there will be material adverse effects on a Portfolio as a result. First, it does not appear likely that there will be substantial overlap in the securities acquired for a Portfolio by the various sub-advisers. Moreover, the sub-advisers would probably only rarely engage in the types of offsetting transactions described above, especially within a short time period. Therefore, it is a matter of speculation whether offsetting transactions would result in any significant increases in transaction costs or have significant tax consequences. With respect to the latter, SFM and the sub-advisers have established procedures with respect to the short-short test which are designed to prevent realization of short-short gains in excess of Code limits. It is true that wash sales could occur in spite of the efforts of SFM, but the Board of Trustees believes that the benefits of using multiple sub-advisers outweighs the consequences of any wash sales. SFM has obtained an exemptive order from the Securities and Exchange Commission (the "SEC") that permits SFM, with the approval of the Trust's Board of Trustees, to retain sub-advisers for the Portfolio without submitting the sub-advisory agreement to a vote of the Portfolio's shareholders. The exemptive relief permits the disclosure of only the aggregate amount payable by SFM under all such sub-advisory agreements. The Portfolio will notify shareholders in the event of any addition or change in the identity of its sub-advisers. If one of the sub-advisers is terminated or departs from the Portfolio with multiple sub-advisers, the Portfolio will handle such termination or departure in one of two ways. First, the Portfolio may propose that a new sub-adviser be appointed to manage that portion of the 14 50 Portfolio's assets managed by the departing sub-adviser. In this case, the Portfolio would be required to submit to the vote of the Portfolio's shareholders the approval of an investment sub-advisory contract with the new adviser only if the sub-adviser is affiliated with SFM. In the alternative, the Portfolio may decide to allocate the departing sub-adviser's assets among the remaining sub-advisers. This allocation would not require new investment sub-advisory contracts with the remaining sub-advisers, and consequently, no shareholder approval would be necessary. THE SUB-ADVISERS ACADIAN ASSET MANAGEMENT, INC. Acadian Asset Management, Inc. ("Acadian") acts as the investment sub-adviser for a portion of the assets of the International Equity Portfolio in accordance with the Portfolio's investment objectives and policies pursuant to a sub-advisory agreement with SFM. Acadian, a wholly-owned subsidiary of United Asset Management Corporation ("UAM"), was founded in 1977 and manages approximately $3.3 billion in assets invested globally as of March 31, 1996. Acadian's business address is Two International Place, 26th floor, Boston, Massachusetts 02110. An investment committee has been responsible for managing the Portfolio's assets allocated to Acadian since its inception. Acadian is entitled to a fee from SFM calculated on the basis of a percentage of the monthly market value of the assets assigned to it. MORGAN GRENFELL INVESTMENT SERVICES LIMITED Morgan Grenfell Investment Services Limited ("MG") acts as the investment sub-adviser for a portion of the assets of the International Equity Portfolio. MG, a subsidiary of Morgan Grenfell Asset Management Limited, managed over $12.9 billion in assets as of March 31, 1996. Morgan Grenfell Asset Management Limited, a wholly-owned subsidiary of Deutsche Bank, A.G., a German financial services conglomerate, managed over $94 billion in assets as of March 31, 1996. MG has over 11 years experience in managing international portfolios for North American clients. Morgan Grenfell Asset Management employs more than 15 European investment professionals. MG attempts to exploit perceived inefficiencies present in the European markets with original research and an emphasis on stock selection. The principal address of MG is 20 Finsbury Circus, London, England, EC2M 1NB. Julian R. Johnston, Jeremy G. Lodwick and Richard Wilson have shared primary responsibility for MG's portion of the International Equity Portfolio since December, 1995. Mr. Johnston has 20 years experience in European equity investment. Mr. Johnston joined MG in 1984 and is currently the head of the MG Continental European Investment team. He speaks French, German, Swedish and Danish fluently. Mr. Lodwick has ten years experience in European equity investment. He joined MG in 1986 and was a UK equity research analyst before 15 51 moving to New York where he was a member of the client liaison and marketing team for 5 years. He returned to the London office in 1991 to manage European equity portfolios. Richard Wilson joined MG in 1994 and is currently responsible for the UK investments of MG International Funds and the research of the insurance sector. Prior to joining MG, Mr. Wilson spent five years working for James Capel Fund Managers, where he managed UK pension funds, specializing in the United Kingdom. MG is entitled to a fee from SFM calculated on the basis of a percentage of the monthly market value of assets assigned to it. SCHRODER CAPITAL MANAGEMENT INTERNATIONAL LIMITED Schroder Capital Management International Limited ("SC") acts as the investment sub-adviser for a portion of the assets of the International Equity Portfolio. SC was founded in January 1989 and is a wholly-owned indirect subsidiary of Schroders plc, the holding company parent of an investment banking and investment management group of companies (the "Schroder Group"). The investment management operations of the Schroder Group are located in 18 countries worldwide, including 10 in Asia. As of March 31, 1996, the Schroder Group had over $100 billion in assets under management. As of that date, SC together with its U.S. affiliate, Schroder Capital Management International Inc., 787 7th Avenue, New York, New York 10019, had over $16 billion in assets under management. The Schroder Group has research resources throughout the Asian region, consisting of offices in Tokyo, Hong Kong, Singapore, Kuala Lumpur, Seoul, Taipei, Sydney, Bangkok, Shanghai and Jakarta, staffed by 50 investment professionals. SC's investment process emphasizes individual stock selection and company research conducted by professionals at each local office. The principal address of SC is 33 Gutter Lane, London EC2V 8AS, England. John S. Ager, Louise Croset and Donald H.M. Farquharson have shared primary responsibility for SC's portion of the Portfolio since December, 1995. John S. Ager is a Senior Vice President and Director of SC. Mr. Ager has over 20 years of experience in managing client accounts invested in Asian countries and has been with the Schroder Group since 1969 and with SC since 1989. Ms. Croset is a First Vice President and has been with SC since 1993. Prior to joining SC, Ms. Croset served as a Stock Analyst/Fund Manager with Wellington Management Company from 1987-1993. Mr. Farquharson is a First Vice President of SC and has been with the Schroder Group since 1988 and with SC since 1995. SC is entitled to a fee from SFM calculated on the basis of a percentage of the monthly market value of assets assigned to it. DISTRIBUTION SEI Financial Services Company (the "Distributor"), a wholly-owned subsidiary of SEI, serves as each Portfolio's distributor pursuant to a distribution agreement (the 16 52 "Distribution Agreement") with the Trust. The Portfolio has adopted a distribution plan (the "Class D Plan") pursuant to Rule 12b-1 under the Investment Company Act of 1940, as amended (the "1940 Act"). The Portfolio has adopted a shareholder servicing plan for its Class A shares (the "Class A Service Plan"). The Class D Plan provides for payments to the Distributor at an annual rate of .30% of the Portfolio's average daily net assets attributable to Class D shares. These payments are characterized as "compensation," and are not directly tied to expenses incurred by the Distributor; the payments the Distributor receives during any year may, therefore, be higher or lower than its actual expenses. These payments may be used to compensate the Distributor for its services in connection with distribution assistance or provision of shareholder services, and some or all of it may be used to pay financial institutions and intermediaries such as banks, savings and loan associations, insurance companies, and investment counselors, broker-dealers and the Distributor's affiliates and subsidiaries for services or reimbursement of expenses incurred in connection with distribution assistance or provision of shareholder services. If the Distributor's expenses are less than its fees under the Class D Plan, the Trust will still pay the full fee and the Distributor will realize a profit, but the Trust will not be obligated to pay in excess of the full fee, even if the Distributor's actual expenses are higher. It is possible that a financial institution may offer different classes of shares to its customers and thus receive different compensation with respect to different classes. These financial institutions may also charge separate fees to their customers. The Distributor may, from time to time in its sole discretion, institute one or more promotional incentive programs, which will be paid for by the Distributor from its own resources. Under any such program, the Distributor will provide promotional incentives, in the form of cash or other compensation, including merchandise, airline vouchers, trips and vacation packages, to all dealers selling shares of the Portfolio. Such promotional incentives will be offered uniformly to all dealers and predicated upon the amount of shares of the Portfolio sold by the dealer. PERFORMANCE From time to time, the Portfolio may advertise yield and total return. These figures are based on historical earnings and are not intended to indicate future performance. No representation can be made concerning actual yield or future returns. The yield of the Portfolio refers to the income generated by a hypothetical investment, net of any sales charge imposed in the case of some Class D shares, in the Portfolio over a thirty day period. This income is then "annualized" (i.e., the income over thirty days is assumed to be generated over one year and is shown as a percentage of the 17 53 investment). The total return of the Portfolio refers to the average compounded rate of return on a hypothetical investment for designated time periods (including, but not limited to, the period from which the Portfolio commenced operations through the specified date), assuming that the entire investment is redeemed at the end of each period and assuming the reinvestment of all dividend and capital gain distributions. The performance of the Class D shares of the Portfolio will normally be lower than that of Class A shares of the Portfolio because of the additional distribution expenses, transfer agent expenses and sales charges (when applicable) charged to Class D shares. The Portfolio may periodically compare its performance to that of: (i) other mutual funds tracked by mutual fund rating services (such as Lipper Analytical), financial and business publications and periodicals; (ii) broad groups of comparable mutual funds; (iii) unmanaged indices which may assume investment of dividends but generally do not reflect deductions for administrative and management costs; or (iv) other investment alternatives. The Portfolio may quote Morningstar, Inc., a service that ranks mutual funds on the basis of risk-adjusted performance. A Portfolio may use long-term performance of these capital markets to demonstrate general long-term risk versus reward scenarios and could include the value of a hypothetical investment in any of the capital markets. The Portfolio may also quote financial and business publications and periodicals as they relate to fund management, investment philosophy and investment techniques. The Portfolio may quote various measures of volatility and benchmark correlation in advertising and may compare these measures to those of other funds. Measures of volatility attempt to compare historical share price fluctuations or total returns to a benchmark while measures of benchmark correlation indicate how valid a comparative benchmark might be. Measures of volatility and correlation are calculated using averages of historical data and cannot be calculated precisely. Additional performance information is set forth in the Trust's 1996 Annual Report to Shareholders, and is available upon request and without charge by calling 1-800-437-6016. TAXES The following summary of federal income tax consequences is based on current tax laws and regulations, which may be changed by legislative, judicial, or administrative action. No attempt has been made to present a detailed explanation of the federal, state, or local tax treatment of the Portfolios or its shareholders. Accordingly, shareholders are urged to consult their tax advisers regarding specific questions as to federal, state, and local taxes. State and local tax consequences of an investment in the Portfolio may differ from the federal income tax consequences described 18 54 below. Additional information concerning taxes is set forth in the Statement of Additional Information. Tax Status of the Portfolio The Portfolio is treated as a separate entity for federal income tax purposes and is not combined with the Trust's other portfolios. The Portfolio intends to continue to qualify for the special tax treatment afforded regulated investment companies ("RICs") under Subchapter M of the Internal Revenue Code of 1986, as amended (the "Code"), so as to be relieved of federal income tax on net investment income and net capital gains (the excess of net long-term capital gain over net short-term capital losses) distributed to shareholders. Tax Status of Distributions The Portfolio will distribute substantially all of its net investment income (including net short-term capital gains) and net capital gain to shareholders. Dividends from the Portfolio's net investment income will be taxable to its shareholders as ordinary income, whether received in cash or in additional shares, to the extent of the Portfolio's earnings and profits and do not qualify for the corporate dividends-received deduction. Distributions of net capital gains are taxable to shareholders as long-term capital gains regardless of how long the shareholders have held shares. The Portfolio will make annual reports to shareholders of the federal income tax status of all distributions. The Portfolio intends to make sufficient distributions to avoid liability for the federal excise tax applicable to RICs. Dividends declared by the Portfolio in October, November or December of any year and payable to shareholders of record on a date in such a month will be deemed to have been paid by the Portfolio and received by the shareholders on December 31 of that year if paid by the Portfolio at any time during the following January. Investment income received by the Portfolio from sources within foreign countries may be subject to foreign income taxes withheld at the source. To the extent that the Portfolio is liable for foreign income taxes so withheld, the Portfolio intends to operate so as to meet the requirement of the Code to pass through to the shareholders credit for foreign income taxes paid. Although the Portfolio intends to meet Code requirements to pass through credit for such taxes, there can be no assurance that the Portfolio will be able to do so. (>) TAXES You must pay taxes on the Portfolio's earnings whether you take your payments in cash or additional shares. (>) DISTRIBUTIONS The Portfolio distributes income dividends and capital gains. Income dividends represent the earnings from the Portfolio's investments; capital gains distributions occur when investments in the Portfolio are sold for more than the original purchase price. 19 55 Each sale, exchange, or redemption of the Portfolio's shares is a taxable transaction to the shareholder. ADDITIONAL INFORMATION ABOUT DOING BUSINESS WITH US Business Days You may buy, sell or exchange shares on days on which the New York Stock Exchange is open for business (a "Business Day"). All purchase, exchange and redemption requests received in "good order" will be effective as of the Business Day received by the Transfer Agent as long as the Transfer Agent receives the order and, in the case of a purchase request, payment before 4:00 p.m. Eastern time. Otherwise the purchase will be effective when payment is received. Broker-dealers may have separate arrangements with Class D shares of the Portfolio. If an exchange request is for shares of a portfolio whose net asset value is calculated as of a time earlier than 4:00 p.m. Eastern time, the exchange request will not be effective until the next Business Day. Anyone who wishes to make an exchange must have received a current prospectus of the portfolio into which the exchange is being made before the exchange will be effected. Minimum Investments The minimum initial investment in the Portfolio's Class D shares is $1,000; however, the minimum investment may be waived at the Distributor's discretion. All subsequent purchases must be at least $100 ($25 for payroll deductions authorized pursuant to preapproved payroll deduction plans). The Trust reserves the right to reject a purchase order when the Distributor determines that it is not in the best interest of the Trust or its shareholders to accept such order. In addition, because excessive trading (including short-term "market timing" trading) can hurt the Portfolio's performance, the Portfolio may refuse purchase orders from any shareholder account if the accountholder has been advised that previous purchase and redemption transactions were considered excessive in number or amount. Accounts under common control or ownership, including those with the same taxpayer identification number and those administered so as to redeem or purchase shares based upon certain predetermined market indicators, will be considered one account for this purpose. (>) BUY, EXCHANGE AND SELL REQUESTS ARE IN "GOOD ORDER" WHEN: - The account number and portfolio name are shown - The amount of the transaction is specified in dollars or shares - Signatures of all owners appear exactly as they are registered on the account - Any required signature guarantees (if applicable) are included - Other supporting legal documents (as necessary) are present 20 56 Maintaining a Minimum Account Balance Due to the relatively high cost of handling small investments, the Portfolio reserves the right to redeem, at net asset value, the shares of any shareholder if, because of redemptions of shares by or on behalf of the shareholder, the account of such shareholder in the Portfolio has a value of less than $1,000, the minimum initial purchase amount. Accordingly, an investor purchasing shares of the Portfolio in only the minimum investment amount may be subject to such involuntary redemption if he or she thereafter redeems any of these shares. Before the Portfolio exercises its right to redeem such shares and to send the proceeds to the shareholder, the shareholder will be given notice that the value of the shares in his or her account is less than the minimum amount and will be allowed 60 days to make an additional investment in the Portfolio in an amount that will increase the value of the account to at least $1,000. See "Purchase and Redemption of Shares" in the Statement of Additional Information for examples of when the right of redemption may be suspended. At various times, the Portfolio may be requested to redeem shares for which it has not yet received good payment. In such circumstances, redemption proceeds will be forwarded upon collection of payment for the shares; collection of payment may take 10 or more days. The Portfolio intends to pay cash for all shares redeemed, but under abnormal conditions that make payment in cash unwise, payment may be made wholly or partly in portfolio securities with a market value equal to the redemption price. In such cases, an investor may incur brokerage costs in converting such securities to cash. Net Asset Value An order to buy shares will be executed at a per share price equal to the net asset value next determined after the receipt of the purchase order by the Transfer Agent plus any applicable sales charge (the "offering price"). No certificates representing shares will be issued. An order to sell shares will be executed at the net asset value per share next determined after receipt and effectiveness of a request for redemption in good order. Net asset value per share is determined daily as of the close of business of the New York Stock Exchange (currently, 4:00 p.m. Eastern time) on any Business Day. Payment to shareholders for shares redeemed will be made within 7 days after receipt by the Transfer Agent of the redemption order. How the Net Asset Value is Determined The net asset value per share of the Portfolio is determined by dividing the total market value of its investments and other assets, less any liabilities, by the total number of outstanding shares of the Portfolio. The Portfolio may use a pricing service to obtain the last sale price of each equity or fixed income security held by the Portfolio. In addition, portfolio securities are valued at the last quoted sales price for such securities, or, if there is no such reported sales price on the valuation date, at the most recent quoted bid price. Unlisted securities for which market quotations are readily available are valued at the most recent quoted bid price. Net asset value per share is determined daily as of the close of business of the 21 57 New York Stock Exchange (currently, 4:00 p.m. Eastern time) on each Business Day. Purchases will be made in full and fractional shares of the Portfolio calculated to three decimal places. Although the methodology and procedures for determining net asset value per share are identical for both classes of the Portfolio, the net asset value per share of one class may differ from that of another class because of the different distribution and/or shareholder servicing fees charged to each class and the incremental transfer agent fees charged to Class D shares. Rights of In calculating the sales charge rates applicable to Accumulation current purchases of the Portfolio's shares, a "single purchaser" (defined below) is entitled to combine current purchases with the current market value of previously purchased shares of the Portfolio and Class D shares of other portfolios ("Eligible Portfolios") which are sold subject to a comparable sales charge. The term "single purchaser" refers to (i) an individual, (ii) an individual and spouse purchasing shares of a Portfolio for their own account or for trust or custodial accounts of their minor children, or (iii) a fiduciary purchasing for any one trust, estate or fiduciary account, including employee benefit plans created under Sections 401 or 457 of the Code, including related plans of the same employer. Furthermore, under this provision, purchases by a single purchaser shall include purchases by an individual for his/her own account in combination with (i) purchases of that individual and spouse for their joint accounts or for trust and custodial accounts for their minor children and (ii) purchases of that individual's spouse for his/her own account. To be entitled to a reduced sales charge based upon shares already owned, the investor must ask the Transfer Agent for such reduction at the time of purchase and provide the account number(s) of the investor, the investor and spouse, and their children (under age 21). The Portfolio may amend or terminate this right of accumulation at any time as to subsequent purchases. Letter of Intent By submitting a Letter of Intent (the "Letter") to the Transfer Agent, a single purchaser may purchase shares of the Portfolio and the other Eligible Portfolios during a 13-month period at the reduced sales charge rates applying to the aggregate amount of the intended purchases stated in the Letter. The Letter may apply to purchases made up to 90 days before the date of the Letter. It is the shareholder's responsibility to notify the Transfer Agent at the time the Letter is submitted that there are prior purchases that may apply. Five percent (5%) of the total amount intended to be purchased will be held in escrow by the Transfer Agent until such purchase is completed within the 13-month period. The 13-month period begins on the date of the earliest purchase. If the intended investment is not completed, SFM will surrender an appropriate number of the escrowed shares for redemption in order to realize the difference between the sales charge on the shares purchased at the reduced rate and the sales charge otherwise applicable to the total shares purchased. Such purchasers may 22 58 include the value of all their shares of the Portfolio and of any of the other Eligible Portfolios in the Trust towards the completion of such Letter. Sales Charge Waivers No sales charge is imposed on shares of the Portfolio: (i) issued in plans of reorganization, such as mergers, asset acquisitions and exchange offers, to which the Trust is a party; (ii) sold to dealers or brokers that have a sales agreement with the Distributor ("participating broker-dealers"), for their own account or for retirement plans for employees or sold to present employees of dealers or brokers that certify to the Distributor at the time of purchase that such purchase is for their own account; (iii) sold to present employees of SEI or one of its affiliates, or of any entity which is a current service provider to the Trust; (iv) sold to tax-exempt organizations enumerated in Section 501(c) of the Code or qualified employee benefit plans created under Sections 401, 403(b)(7) or 457 of the Code (but not IRAs or SEPs); (v) sold to fee-based clients of banks, financial planners and investment advisers; (vi) sold to clients of trust companies and bank trust departments; (vii) sold to trustees and officers of the Trust; (viii) purchased with proceeds from the recent redemption of Class D shares of another Portfolio of the Trust or another class of shares of a portfolio of the Trust, SEI Tax-Exempt Trust, SEI Institutional Managed Trust, SEI Liquid Asset Trust, or SEI Daily Income Trust; (ix) purchased with the proceeds from the recent redemption of shares of a mutual fund with similar investment objectives and policies (other than Class D shares of the Trust listed in (viii) above) for which a front-end sales charge was paid (this offer will be extended, to cover shares on which a deferred sales charge was paid, if permitted under regulatory authorities' interpretation of applicable law); or (x) sold to participants or members of certain affinity groups, such as trade associations or membership organizations, which have entered into arrangements with the Distributor. An investor relying upon any of the categories of waivers of the sales charge must qualify such waiver in advance of the purchase with the Distributor or the financial institution or intermediary through which shares are purchased by the investor. The waiver of the sales charge under circumstances (viii) and (ix) above applies only if the following conditions are met: the purchase must be made within 60 days of the redemption; the Transfer Agent must be notified in writing by the investor, or his or her agent, at the time a purchase is made; and a copy of the investor's account statement showing such redemption must accompany such notice. The waiver policy with respect to the purchase of shares through the use of proceeds from a recent redemption as described in clauses (viii) and (ix) above will not be continued indefinitely and may be discontinued at any time without notice. Investors should call the Distributor at 1-800-437-6016 to confirm availability prior to initiating the procedures described in clauses (viii) and (ix) above. 23 59 Members of affinity groups such as trade associations or membership organizations which have entered into arrangements relating to waivers of sales charges with the Distributor should contact the Distributor at 1-800-437-6016 for more information. The Distributor has also entered into arrangements with certain affinity groups and broker dealers wherein their members or clients are entitled to percentage-based discounts from the otherwise applicable sales charge for purchase of Class D shares. Currently, the percentage-based discount is either 10% or 50%. Signature Guarantees The Transfer Agent may require that the signatures on the written request be guaranteed. You should be able to obtain a signature guarantee from a bank, broker, dealer, certain credit unions, securities exchange or association, clearing agency or savings association. Notaries public cannot guarantee signatures. The signature guarantee requirement will be waived if all of the following conditions apply: (1) the redemption is for not more than $5,000 worth of shares, (2) the redemption check is payable to the shareholder(s) of record, and (3) the redemption check is mailed to the shareholder(s) at his or her address of record. The Trust and the Transfer Agent reserve the right to amend these requirements without notice. Telephone/Wire Instructions Redemption orders may be placed by telephone. Neither the Trust nor the Transfer Agent will be responsible for any loss, liability, cost or expense for acting upon wire instructions or upon telephone instructions that it reasonably believes to be genuine. The Trust and the Trust's Transfer Agent will each employ reasonable procedures to confirm that instructions communicated by telephone are genuine, including requiring a form of personal identification prior to acting upon instructions received by telephone and recording telephone instructions. The Trust or the Trust's Transfer Agent may be liable for losses resulting from fraudulent or unauthorized instructions if it does not employ these procedures. If market conditions are extraordinarily active, or other extraordinary circumstances exist, and you experience difficulties placing redemption orders by telephone, you may wish to consider placing your order by other means. Systematic Withdrawal Plan ("SWP") Please note that if withdrawals exceed income dividends, your invested principal in the account will be depleted. Thus, depending upon the frequency and amounts of the withdrawal payments and/or any fluctuations in the net asset value per share, your original investment could be exhausted entirely. To participate in the SWP, you must have your dividends automatically reinvested. You may change or cancel the SWP at any time, upon written notice to the Transfer Agent. How to Close your Account An account may be closed by providing written notice to the Transfer Agent. You may also close your account by telephone if you have previously elected telephone options on your account application. 24 60 GENERAL INFORMATION The Trust The Trust was organized as a Massachusetts business trust under a Declaration of Trust dated June 30, 1988. The Declaration of Trust permits the Trust to offer separate portfolios of shares and different classes of each portfolio. Shareholders may purchase shares in the International Equity Portfolio through two separate classes: Class A and Class D, which provide for variations in distribution, shareholder servicing and transfer agent costs, voting rights, dividends, and the imposition of a sales charge on Class D Shares. This Prospectus offers the Class D shares of the Trust's International Equity Portfolio. Additional information pertaining to the Trust may be obtained by writing to SEI Financial Management Corporation, 680 East Swedesford Road, Wayne, Pennsylvania 19087-1658, or by calling 1-800-437-6016. All consideration received by the Trust for shares of any Portfolio and all assets of such portfolio belong to that portfolio and would be subject to liabilities related thereto. The Trust pays its expenses, including fees of its service providers, audit and legal expenses, expenses of preparing prospectuses, proxy solicitation materials and reports to shareholders, costs of custodial services and registering the shares under federal and state securities laws, pricing, insurance expenses, including litigation and other extraordinary expenses, brokerage costs, interest charges, taxes and organization expenses. Certain shareholders of the Portfolio may obtain asset allocation services from the Adviser and other financial intermediaries with respect to their investments in the Portfolio. If a sufficient amount of the Portfolio's assets are subject to such asset allocation services, the Portfolio may incur higher transaction costs and a higher portfolio turnover rate than would otherwise be anticipated as a result of redemptions and purchases of Portfolio shares pursuant to such services. Further, to the extent that the Adviser is providing asset allocation services and providing investment advice to the Portfolio, it may face conflicts of interest in fulfilling its responsibilities because of the possible differences between the interests of its asset allocation clients and the interest of the Portfolio. Trustees of the Trust The management and affairs of the Trust are supervised by the Trustees under the laws of the Commonwealth of Massachusetts. The Trustees have approved contracts under which, as described above, certain companies provide essential management services to the Trust. Voting Rights Each share held entitles the shareholder of record to one vote. Each portfolio of the Trust will vote separately on matters relating solely to that portfolio. Shareholders of each class will vote separately on matters pertaining to its distribution plan. As a Massachusetts business trust, the Trust is not required to hold annual meetings of shareholders, but approval will be sought for certain changes in the operation of the 25 61 Trust and for the election of Trustees under certain circumstances. In addition, a Trustee may be removed by the remaining Trustees or by shareholders at a special meeting called upon written request of shareholders owning at least 10% of the outstanding shares of the Trust. In the event that such a meeting is requested, the Trust will provide appropriate assistance and shareholders requesting the meeting. Reporting The Trust issues unaudited financial statements semiannually and audited financial statements annually. The Trust furnishes proxy statements and other reports to shareholders of record. Shareholder Inquiries Shareholder inquires should be directed to the Transfer Agent, DST Systems, Inc., P.O. Box 419240, Kansas City, Missouri 64141-6240. Dividends Substantially all of the net investment income (exclusive of capital gains) of the Portfolio is periodically declared and paid as a dividend. Currently, capital gains, if any, are distributed at least annually. Shareholders automatically receive all income dividends and capital gain distributions in additional shares at the net asset value next determined following the record date, unless the shareholder has elected to take such payment in cash. Shareholders may change their election by providing written notice to SFM at least 15 days prior to the distribution. Dividends and capital gains of the Portfolio are paid on a per-share basis. The value of each share will be reduced by the amount of any such payment. If shares are purchased shortly before the record date for dividend or capital gains distributions, a shareholder will pay the full price for the shares and receive some portion of the price back as a taxable dividend or distribution. The dividends on Class D shares will normally be lower than on Class A shares of the Portfolio because of the additional distribution and transfer agent expenses charged to Class D shares. Counsel and Independent Accountants Morgan, Lewis & Bockius LLP serves as counsel to the Trust. Price Waterhouse LLP serves as the independent accountants of the Trust. Custodian and Wire Agent State Street Bank and Trust Company, 225 Franklin Street, Boston, Massachusetts 02110, serves as Custodian for the assets of International Equity Portfolio (the "Custodian"). The Custodian holds cash, securities and other assets of the Trust as required by the 1940 Act. CoreStates Bank, N.A., Broad and Chestnut Streets, P.O. Box 7618, Philadelphia, Pennsylvania 19101, acts as wire agent of the Trust's assets. 26 62 DESCRIPTION OF PERMITTED INVESTMENTS AND RISK FACTORS The following is a description of certain of the permitted investment practices for the Portfolio, and the associated risk factors: American Depositary Receipts ("ADRs"), Continental Depositary Receipts ("CDRs"), European Depositary Receipts ("EDRs") and Global Depositary Receipts ("GDRs") ADRs are securities, typically issued by a U.S. financial institution (a "depositary"), that evidence ownership interests in a security or a pool of securities issued by a foreign issuer and deposited with the depositary. ADRs include American Depositary Shares and New York Shares. EDRs, which are sometimes referred to as Continental Depositary Receipts ("CDRs"), are securities, typically issued by a non-U.S. financial institution, that evidence ownership interests in a security or a pool of securities issued by either a U.S. or foreign issuer. GDRs are issued globally and evidence similar ownership management. Generally, ADRs are designed for trading in the U.S. securities market, EDRs are designed for trading in European securities markets and GDRs are designed for trading in non-U.S. securities markets. ADRs, EDRs, CDRs and GDRs may be available for investment through "sponsored" or "unsponsored" facilities. A sponsored facility is established jointly by the issuer of the security underlying the receipt and a depositary, whereas an unsponsored facility may be established by a depositary without participation by the issuer of the receipt's underlying security. Holders of an unsponsored depositary receipt generally bear all the costs of the unsponsored facility. The depositary of an unsponsored facility frequently is under no obligation to distribute shareholder communications received from the issuer of the deposited security or to pass through to the holders of the receipts voting rights with respect to the deposited securities. Convertible Convertible securities are securities that are Securities exchangeable for a set number of another security at a prestated price. Convertible securities typically have characteristics similar to both fixed income and equity securities. Because of the conversion feature, the market value of a convertible security tends to move with the market value of the underlying stock. The value of a convertible security is also affected by prevailing interest rates, the credit quality of the issuer, and any call provisions. Equity Securities Equity securities represent ownership interests in a company or corporation and consist of common stock, preferred stock and warrants and other rights to acquire such instruments. Changes in the value of Portfolio securities will not necessarily affect cash income derived from these securities, but will affect a Portfolio's net asset value. 27 63 Fixed Income Securities Fixed income securities are debt obligations issued by corporations, municipalities and other borrowers. The market value of fixed income investments will generally change in response to interest rate changes and other factors. During periods of falling interest rates, the values of outstanding fixed income securities generally rise. Conversely, during periods of rising interest rates, the values of such securities generally decline. Moreover, while securities with longer maturities tend to produce higher yields, the prices of longer maturity securities are also subject to greater market fluctuations as a result of changes in interest rates. Changes by recognized agencies in the rating of any fixed income security and in the ability of an issuer to make payments of interest and principal will also affect the value of these investments. Changes in the value of portfolio securities will not affect cash income derived from these securities, but will affect a Portfolio's net asset value. Forward Foreign Currency Contracts A forward contract involves an obligation to purchase or sell a specific currency amount at a future date, agreed upon by the parties, at a price set at the time of the contract. A Portfolio may also enter into a contract to sell, for a fixed amount of U.S. dollars or other appropriate currency, the amount of foreign currency approximating the value of some or all of the Portfolio's securities denominated in such foreign currency. At the maturity of a forward contract, the Portfolio may either sell a portfolio security and make delivery of the foreign currency, or it may retain the security and terminate its contractual obligation to deliver the foreign currency by purchasing an "offsetting" contract with the same currency trader, obligating it to purchase, on the same maturity date, the same amount of the foreign currency. The Portfolio may realize a gain or loss from currency transactions. Futures and Options on Futures Futures contracts provide for the future sale by one party and purchase by another party of a specified amount of a specific security at a specified future time and at a specified price. An option on a futures contract gives the purchaser the right, in exchange for a premium, to assume a position in a futures contract at a specified exercise price during the term of the option. A Portfolio may use futures contracts and related options for bona fide hedging purposes, to offset changes in the value of securities held or expected to be acquired or be disposed of, to minimize fluctuations in foreign currencies, or to gain exposure to a particular market or instrument. A Portfolio will minimize the risk that it will be unable to close out a futures contract by only entering into futures contracts which are traded on national futures exchanges. In addition, a Portfolio will only sell covered futures contracts and options on futures contracts. A stock index futures contract is a bilateral agreement pursuant to which two parties agree to take or make delivery of an amount of cash equal to a specified dollar amount times the difference between the stock index value at the 28 64 close of trading of the contract and the price at which the futures contract is originally struck. No physical delivery of the stocks comprising the Index is made; generally contracts are closed out prior to the expiration date of the contract. No price is paid upon entering into futures contracts. Instead, a Portfolio would be required to deposit an amount of cash or U.S. Treasury securities known as "initial margin." Subsequent payments, called "variation margin," to and from the broker, would be made on a daily basis as the value of the futures position varies (a process known as "marking to market"). The margin is in the nature of a performance bond or good-faith deposit on a futures contract. In order to avoid leveraging and related risks, when a Portfolio purchases futures contracts, it will collateralize its position by depositing an amount of cash or cash equivalents, equal to the market value of the futures positions held, less margin deposits, in a segregated account with the Trust's custodian. Collateral equal to the current market value of the futures position will be marked to market on a daily basis. There are risks associated with these activities, including the following: (1) the success of a hedging strategy may depend on an ability to predict movements in the prices of individual securities, fluctuations in markets and movements in interest rates; (2) there may be an imperfect or no correlation between the changes in market value of the securities held by the Portfolio and the prices of futures and options on futures; (3) there may not be a liquid secondary market for a futures contract or option; (4) trading restrictions or limitations may be imposed by an exchange; and (5) government regulations may restrict trading in futures contracts and futures options. A Portfolio may enter into futures contracts and options on futures contracts traded on an exchange regulated by the Commodities Futures Trading Commission ("CFTC"), as long as, to the extent that such transactions are not for "bona fide hedging purposes," the aggregate initial margin and premiums on such positions (excluding the amount by which such options are in the money) do not exceed 5% of a Portfolio's net assets. A Portfolio may buy and sell futures contracts and related options to manage its exposure to changing interest rates and securities prices. Some strategies reduce a Portfolio's exposure to price fluctuations, while others tend to increase its market exposure. Futures and options on futures can be volatile instruments and involve certain risks that could negatively impact a Portfolio's return. Illiquid Securities Illiquid securities are securities that cannot be disposed of within seven business days at approximately the price at which they are being carried on the Portfolio's books. Illiquid securities include demand instruments with demand notice periods exceeding seven days, securities for which there is no secondary market, and repurchase agreements with durations over seven days in length. 29 65 Investment Companies Because of restrictions on direct investment by U.S. entities in certain countries, investment in other investment companies may be the most practical or only manner in which an international and global fund can invest in the securities markets of those countries. A Portfolio does not intend to invest in other investment companies unless, in the judgment of its advisers, the potential benefits of such investments exceed the associated costs relative to the benefits and costs associated with direct investments in the underlying securities. Investments in closed-end investment companies may involve the payment of substantial premiums above the net asset value of such issuer's portfolio securities, and are subject to limitations under the 1940 Act. A Portfolio may also incur tax liability to the extent it invests in the stock of a foreign issuer that constitutes a "passive foreign investment company." As a shareholder in an investment company, a Portfolio would bear its ratable share of that investment company's expenses, including its advisory and administration fees. In accordance with applicable state regulatory provisions, the advisers have agreed to waive its management fee with respect to the portion of this Portfolio's assets invested in shares of other open-ended investment companies. The Portfolio continues to pay its own management fees and other expenses with respect to their investments in shares of closed-end investment companies. Money Market Instruments Money market securities are high-quality, dollar-denominated, short-term debt instruments. They consist of: (i) bankers' acceptances, certificates of deposits, notes and time deposits of highly-rated U.S. banks and U.S. branches of foreign banks; (ii) U.S. Treasury obligations and obligations of agencies and instrumentalities of the U.S. Government; (iii) high-quality commercial paper issued by U.S. and foreign corporations; (iv) debt obligations with a maturity of one year or less issued by corporations that issue high-quality commercial paper and (v) repurchase agreements involving any of the foregoing obligations entered into with highly-rated banks and broker-dealers. Obligations of Supranational Supranational entities are entities established through Entities the joint participation of several governments, including the Asian Development Bank, the Inter-American Development Bank, International Bank for Reconstruction and Development (World Bank), African Development Bank, European Economic Community, European Investment Bank and the Nordic Investment Bank. The governmental members, or "stock holders," usually make initial capital contributions to the supranational entity and, in many cases, are committed to make additional capital contributions if the supranational entity is unable to repay its borrowings. Options A put option gives the purchaser of the option the right to sell, and the writer of the option the obligation to buy, the underlying security at any time during the option period. A call option gives the purchaser of the option the right to buy, and 30 66 the writer of the option the obligation to sell, the underlying security at any time during the option period. The premium paid to the writer is the consideration for undertaking the obligations under the option contract. The initial purchase (sale) of an option contract is an "opening transaction." In order to close out an option position, a Portfolio may enter into a "closing transaction," which is simply the sale (purchase) of an option contract on the same security with the same exercise price and expiration date as the option contract originally opened. A Portfolio may purchase put and call options to protect against a decline in the market value of the securities in its portfolio or to anticipate an increase in the market value of securities that the Portfolio may seek to purchase in the future. A Portfolio purchasing put and call options pays a premium therefor. If price movements in the underlying securities are such that exercise of the options would not be profitable for the Portfolio, loss of the premium paid may be offset by an increase in the value of the Portfolio's securities or by a decrease in the cost of acquisition of securities by the Portfolio. A Portfolio may write covered call options as a means of increasing the yield on its portfolio and as a means of providing limited protection against decreases in its market value. When a Portfolio sells an option, if the underlying securities do not increase or decrease to a price level that would make the exercise of the option profitable to the holder thereof, the option generally will expire without being exercised and the Portfolio will realize as profit the premium received for such option. When a call option of which a Portfolio is the writer is exercised, the Portfolio will be required to sell the underlying securities to the option holder at the strike price, and will not participate in any increase in the price of such securities above the strike price. When a put option of which a Portfolio is the writer is exercised, the Portfolio will be required to purchase the underlying securities at the strike price, which may be in excess of the market value of such securities. A Portfolio may purchase and write options on an exchange or over-the-counter. Over-the-counter options ("OTC options") differ from exchange-traded options in several respects. They are transacted directly with dealers and not with a clearing corporation, and therefore entail the risk of non-performance by the dealer. OTC options are available for a greater variety of securities and for a wider range of expiration dates and exercise prices than are available for exchange-traded options. Because OTC options are not traded on an exchange, pricing is done normally by reference to information from a market maker. It is the position of the SEC that OTC options are generally illiquid. A Portfolio may purchase and write put and call options on foreign currencies (traded on U.S. and foreign exchanges or over-the-counter markets) to manage its exposure to exchange rates. Call options on foreign currency written by a Portfolio will be "covered," which means that the Portfolio will own an equal amount of the underlying foreign currency. With respect to put options on foreign 31 67 currency written by a Portfolio, the Portfolio will establish a segregated account with its custodian consisting of cash or liquid, high grade debt securities in an amount equal to the amount the Portfolio would be required to pay upon exercise of the put. A Portfolio may purchase and write put and call options on indices and enter into related closing transactions. Put and call options on indices are similar to options on securities except that options on an index give the holder the right to receive, upon exercise of the option, an amount of cash if the closing level of the underlying index is greater than (or less than, in the case of puts) the exercise price of the option. This amount of cash is equal to the difference between the closing price of the index and the exercise price of the option, expressed in dollars multiplied by a specified number. Thus, unlike options on individual securities, all settlements are in cash, and gain or loss depends on price movements in the particular market represented by the index generally, rather than the price movements in individual securities. A Portfolio may choose to terminate an option position by entering into a closing transaction. The ability of a Portfolio to enter into closing transactions depends upon the existence of a liquid secondary market for such transactions. All options written on indices must be covered. When a Portfolio writes an option on an index, it will establish a segregated account containing cash or liquid, high grade debt securities with its custodian in an amount at least equal to the market value of the option and will maintain the account while the option is open, or will otherwise cover the transaction. Risk Factors: Risks associated with options transactions include: (1) the success of a hedging strategy may depend on an ability to predict movements in the prices of individual securities, fluctuations in markets and movements in interest rates; (2) there may be an imperfect correlation between the movement in prices of options and the securities underlying them; (3) there may not be a liquid secondary market for options; and (4) while a Portfolio will receive a premium when it writes covered call options, it may not participate fully in a rise in the market value of the underlying security. Repurchase Agreements Repurchase agreements are agreements by which a Portfolio obtains a security and simultaneously commits to return the security to the seller at an agreed upon price (including principal and interest) on an agreed upon date. The Portfolio will have actual or constructive possession of the security as collateral for the repurchase agreement. Collateral must be maintained at a value at least equal to 102% of the purchase price. The Portfolio bears a risk of loss in the event the other party defaults on its obligations and the Portfolio is delayed or prevented from exercising its right to dispose of the collateral or if the Portfolio realizes a loss on the sale of the collateral. The advisers will enter into repurchase agreements on behalf of a 32 68 Portfolio only with financial institutions deemed to present minimal risk of bankruptcy during the term of the agreement based on established guidelines. Repurchase agreements are considered loans under the 1940 Act. Securities of Foreign Issuers There are certain risks connected with investing in foreign securities. These include risks of adverse political and economic developments (including possible governmental seizure or nationalization of assets), the possible imposition of exchange controls or other governmental restrictions, less uniformity in accounting and reporting requirements, the possibility that there will be less information on such securities and their issuers available to the public, the difficulty of obtaining or enforcing court judgments abroad, restrictions on foreign investments in other jurisdictions, difficulties in effecting repatriation of capital invested abroad and difficulties in transaction settlements and the effect of delay on shareholder equity. Foreign securities may be subject to foreign taxes, and may be less marketable than comparable U.S. securities. The value of a Portfolio's investments denominated in foreign currencies will depend on the relative strengths of those currencies and the U.S. dollars, and a Portfolio may be affected favorably or unfavorably by changes in the exchange rates or exchange control regulations between foreign currencies and the U.S. dollar. Changes in foreign currency exchange rates also may affect the value of dividends and interest earned, gains and losses realized on the sale of securities and net investment income and gains if any, to be distributed to shareholders by a Portfolio. Furthermore, emerging market countries may have less stable political environments than more developed countries. Also it may be more difficult to obtain a judgment in a court outside the United States. Swaps, Caps, Floors and Collars Interest rate swaps, mortgage swaps, currency swaps and other types of swap agreements such as caps, floors and collars are designed to permit the purchaser to preserve a return or spread on a particular investment or portion of its portfolio, and to protect against any increase in the price of securities a Portfolio anticipates purchasing at a later date. In a typical interest rate swap, one party agrees to make regular payments equal to a floating interest rate times a "notional principal amount," in return for payments equal to a fixed rate times the same amount, for a specific period of time. Swaps may also depend on other prices or rates, such as the value of an index or mortgage prepayment rates. In a typical cap or floor agreement, one party agrees to make payments only under specified circumstances, usually in return for payment of a fee by the other party. Swap agreements will tend to shift a Portfolio's investment exposure from one type of investment to another. Depending on how they are used, swap agreements may increase or decrease the overall volatility of a Portfolio's investment and their share price and yield. 33 69 U.S. Government Agency Securities Obligations issued or guaranteed by agencies of the U.S. Government, including, among others, the Federal Farm Credit Bank, the Federal Housing Administration and the Small Business Administration and obligations issued or guaranteed by instrumentalities of the U.S. Government, including, among others, the Federal Home Loan Mortgage Corporation, the Federal Land Banks and the U.S. Postal Service. Some of these securities are supported by the full faith and credit of the U.S. Treasury (e.g., Government National Mortgage Association securities), and others are supported by the right of the issuer to borrow from the Treasury (e.g., Federal Farm Credit Bank securities), while still others are supported only by the credit of the instrumentality (e.g., Federal National Mortgage Association securities). Guarantees of principal by agencies or instrumentalities of the United States Government may be a guarantee of payment at the maturity of the obligation so that in the event of a default prior to maturity there might not be a market and thus no means of realizing on the obligation prior to maturity. Guarantees as to the timely payment of principal and interest do not extend to the value or yield of these securities nor to the value of the Portfolio's shares. U.S. Treasury Obligations U.S. Treasury obligations consist of bills, notes and bonds issued by the U.S. Treasury, as well as separately traded interest and principal component parts of such obligations, known as Separately Traded Registered Interest and Principal Securities ("STRIPS") that are transferable through the Federal book-entry system. Variable and Floating Rate Instruments Certain obligations may carry variable or floating rates of interest and may involve a conditional or unconditional demand feature. Such instruments bear interest at rates which are not fixed, but which vary with changes in specified market rates or indices. The interest rates on these securities may be reset daily, weekly, quarterly or at some other interval, and may have a floor or ceiling on interest rate changes. There is a risk that the current interest rate on such obligations may not accurately reflect existing market interest rates. A demand instrument with a demand notice exceeding seven days may be considered illiquid if there is no secondary market for such security. Warrants Warrants are instruments giving holders the right, but not the obligation, to buy equity or fixed income securities of a company at a given price during a specified period. When-Issued and Delayed Delivery Securities When-issued or delayed delivery transactions involve the purchase of an instrument with payment and delivery taking place in the future. Delivery of and payment for these securities may occur a month or more after the date of the purchase commitment. A Portfolio will maintain with its Custodian a separate account with liquid, high grade debt securities or cash in an amount at least equal to these commitments. The interest rate realized on these securities is fixed as of the purchase date and, no interest accrues to a Portfolio before settlement. These 34 70 securities are subject to market fluctuation due to changes in market interest rates, and it is possible that the market value at the time of settlement could be higher or lower than the purchase price if the general level of interest rates has changed. Although a Portfolio generally purchases securities on a when- issued or forward commitment basis with the intention of actually acquiring securities, a Portfolio may dispose of a when-issued security or forward commitment prior to settlement if the Adviser deems it appropriate to do so. When investing in when-issued securities, a Portfolio will not accrue income until delivery of the securities and will invest in such securities only for purposes of actually acquiring the securities and not for purposes of leveraging. Additional information on other permitted investments can be found in the Statement of Additional Information. 35 71 [THIS PAGE INTENTIONALLY LEFT BLANK.] 72 SEI INTERNATIONAL TRUST MANAGER AND SHAREHOLDER SERVICING AGENT: SEI FINANCIAL MANAGEMENT CORPORATION DISTRIBUTOR: SEI FINANCIAL SERVICES COMPANY INVESTMENT ADVISERS AND SUB-ADVISERS: SEI FINANCIAL MANAGEMENT CORPORATION ACADIAN ASSET MANAGEMENT, INC. MONTGOMERY ASSET MANAGEMENT, L.P. MORGAN GRENFELL INVESTMENT SERVICES LIMITED SCHRODER CAPITAL MANAGEMENT INTERNATIONAL LIMITED STRATEGIC FIXED INCOME L.P. This STATEMENT OF ADDITIONAL INFORMATION is not a Prospectus. It is intended to provide additional information regarding the activities and operations of SEI International Trust (the "Trust"), and should be read in conjunction with the Trust's Prospectuses dated June 28, 1996. Prospectuses may be obtained without charge by writing the Trust's distributor, SEI Financial Services Company, 680 East Swedesford Road, Wayne, Pennsylvania 19087-1658, or by calling 1-800-342-5734. TABLE OF CONTENTS The Trust . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . S-2 Description of Permitted Investments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . S-2 Description of Ratings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . S-3 Investment Limitations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . S-7 Non-Fundamental Policies . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . S-8 The Manager and Shareholder Servicing Agent . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . S-9 The Advisers and Sub-Advisers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . S-10 Distribution . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . S-11 Trustees and Officers of the Trust . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . S-12 Performance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . S-14 Purchase and Redemption of Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . S-16 Shareholder Services (Class D shares) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . S-17 Taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . S-18 Portfolio Transactions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . S-19 Description of Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . S-22 Limitation of Trustees' Liability . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . S-22 Voting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . S-22 Shareholder Liability . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . S-22 Control Persons and Principal Holders of Securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . S-22 Experts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . S-23 Financial Statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . S-23
June 28, 1996 SEI-F-046-11 73 THE TRUST SEI International Trust (the "Trust") is an open-end management investment company established as a Massachusetts business trust pursuant to a Declaration of Trust dated June 30, 1988, and which has diversified and non-diversified portfolios. The Declaration of Trust permits the Trust to offer separate series ("portfolios") of units of beneficial interest ("shares") and separate classes of portfolios. Except for differences between a Portfolio's Class A shares and Class D shares pertaining to distribution and shareholder servicing plans, voting rights, dividends and transfer agent expenses, each share of each portfolio represents an equal proportionate interest in that portfolio with each other share of that portfolio. This Statement of Additional Information relates to the following portfolios: International Equity (formerly, the Core International Equity Portfolio), Emerging Markets Equity and International Fixed Income Portfolios (each a "Portfolio" and, together, the "Portfolios"), and any different classes of the Portfolios. DESCRIPTION OF PERMITTED INVESTMENTS BANK OBLIGATIONS of United States commercial banks or savings and loan institutions which the Portfolios may buy include certificates of deposit, time deposits and bankers' acceptances. A time deposit is an account containing a currency balance pledged to remain at a particular bank for a specified period in return for payment of interest. A bankers' acceptance is a bill of exchange guaranteed by a bank or trust company for payment within one to six months. Bankers' acceptances are used to provide manufacturers and exporters with capital to operate between the time of manufacture or export and payment by the purchaser. Bank obligations are permitted investments for the Portfolios. COMMERCIAL PAPER which the Portfolios may purchase includes variable amount master demand notes, which may or may not be backed by bank letters of credit. These notes permit the investment of fluctuating amounts at varying market rates of interest pursuant to direct arrangements between a Portfolio, as lender, and the borrower. Such notes provide that the interest rate on the amount outstanding varies on a daily, weekly or monthly basis depending upon a stated short-term interest rate index. There is no secondary market for the notes. FORWARD FOREIGN CURRENCY CONTRACTS involve an obligation to purchase or sell a specified currency at a future date at a price set at the time of the contract. Forward currency contracts do not eliminate fluctuations in the values of portfolio securities but rather allow a Portfolio to establish a rate of exchange for a future point in time. When entering into a contract for the purchase or sale of a security in a foreign currency, a Portfolio may enter into a foreign forward currency contract for the amount of the purchase or sale price to protect against variations, between the date the security is purchased or sold and the date on which payment is made or received, in the value of the foreign currency relative to the United States dollar or other foreign currency. Also, when the Adviser anticipates that a particular foreign currency may decline substantially relative to the United States dollar or other leading currencies, in order to reduce risk, a Portfolio may enter into a forward contract to sell, for a fixed amount, the amount of foreign currency approximating the value of its securities denominated in such foreign currency. With respect to any such forward foreign currency contract, it will not generally be possible to match precisely the amount covered by that contract and the value of the securities involved due to changes in the values of such securities resulting from market movements between the date the forward contract is entered into and the date it matures. In addition, while forward currency contracts may offer protection from losses resulting from declines in value of a particular foreign currency, they also limit potential gains which might result from increases in the value of such currency. A Portfolio will also incur costs in connection with forward foreign currency contracts and conversions of foreign currencies into United States dollars. The Portfolios may enter into forward foreign currency contracts. S-2 74 INVESTMENT COMPANY SHARES that are purchased by a Portfolio shall be limited to shares of money market open-end investment companies and the Adviser will waive its fee on that portion of the assets placed in such money market open-end investment companies. OBLIGATIONS OF SUPRANATIONAL AGENCIES may be purchased by the Portfolios. Currently the Portfolios intend to invest only in obligations issued or guaranteed by the Asian Development Bank, Inter-American Development Bank, International Bank for Reconstruction and Development (World Bank), African Development Bank, European Coal and Steel Community, European Economic Community, European Investment Bank and the Nordic Investment Bank. REPURCHASE AGREEMENTS in which the Portfolios may invest are agreements under which securities are acquired from a securities dealer or bank subject to resale on an agreed upon date and at an agreed upon price which includes principal and interest. The Portfolio bears a risk of loss in the event that the other party to a repurchase agreement defaults on its obligations and the Portfolio is delayed or prevented from exercising its rights to dispose of the collateral or if the Portfolio realizes a loss on the sale of the collateral. The Adviser and Sub-Advisers (collectively, the "Advisers") enter into repurchase agreements only with financial institutions which they deem to present minimal risk of bankruptcy during the term of the agreement based on guidelines which are periodically reviewed by the Board of Trustees. These guidelines currently permit the Portfolios to enter into repurchase agreements only with approved primary securities dealers, as recognized by the Federal Reserve Bank of New York, which have minimum net capital of $100 million, or with a member bank of the Federal Reserve System. Repurchase agreements are considered to be loans collateralized by the underlying security. A Portfolio will have actual or constructive possession of the security or collateral for the repurchase agreement. Repurchase agreements entered into by the Portfolios will provide that the underlying security at all times shall have a value at least equal to 102% of the price stated in the agreement. The underlying security will be marked to market daily. The Advisers monitor compliance with this requirement. Under all repurchase agreements entered into by a Portfolio, the Custodian or its agent must take possession of the underlying collateral. However, if the seller defaults, the Portfolio could realize a loss on the sale of the underlying security to the extent that the proceeds of sale are less than the resale price. In addition, even though the Bankruptcy Code provides protection for most repurchase agreements, if the seller should be involved in bankruptcy or insolvency proceedings, a Portfolio may incur delay and costs in selling the security and may suffer a loss of principal and interest if the Portfolio is treated as an unsecured creditor. SWAPS, CAPS, FLOORS AND COLLARS - In a typical cap or floor agreement, one party agrees to make payments only under specified circumstances, usually in return for payment of a fee by the other party. For example, the buyer of an interest rate cap obtains the right to receive payments to the extent that a specific interest rate exceeds an agreed-upon level, while the seller of an interest rate floor is obligated to make payments to the extent that a specified interest rate falls below an agreed-upon level. An interest rate collar combines elements of buying a cap and selling a floor. Swap agreements are sophisticated hedging instruments that typically involve a small investment of cash relative to the magnitude of risk assumed. As a result, swaps can be highly volatile and have a considerable impact on a Portfolio's performance. Swap agreements are subject to risks related to the counterparty's ability to perform, and may decline in value if the counterparty's creditworthiness deteriorates. A Portfolio may also suffer losses if it is unable to terminate outstanding swap agreements or reduce its exposure through offsetting transactions. Any obligation a Portfolio may have under these types of arrangements will covered by setting aside liquid, high grade securities in a segregated account. A Portfolio will enter into swaps only with counterparties believed to be creditworthy. DESCRIPTION OF RATINGS The following descriptions are summaries of published ratings. DESCRIPTION OF COMMERCIAL PAPER RATINGS Commercial paper rated A by Standard and Poor's Corporation ("S&P") is regarded by S&P as having the greatest capacity for timely payment. Issues rated A are further refined by use of the numbers 1+, 1 and 2, to indicate the relative degree of safety. Issues rated A-1+ are those with an "overwhelming degree" of credit protection. Those rated A-1, the highest rating category, reflect a "very strong" degree of safety regarding timely payment. Those rated A-2, the second highest rating category, reflect a "satisfactory" degree of safety regarding timely payment. Commercial paper issues rated Prime-1 or Prime-2 by Moody's Investor's Service, Inc. ("Moody's") are judged by Moody's to be of the "superior" quality and "strong" quality, respectively, on the basis of relative repayment capacity. The rating Fitch-1 (Highest Grade) is the highest commercial rating assigned by Fitch Investors Services, Inc. ("Fitch"). Paper rated Fitch-1 is regarded as having the strongest degree of assurance for timely payment. The S-3 75 rating Fitch-2 (Very Good Grade) is the second highest commercial paper rating assigned by Fitch which reflects an assurance of timely payment only slightly less in degree than the strongest issues. The rating Duff-1 is the highest commercial paper rating assigned by Duff and Phelps, Inc. ("Duff"). Paper rated Duff-1 is regarded as having very high certainty of timely payment with excellent liquidity factors which are supported by ample asset protection. Risk factors are minor. Paper rated Duff-2 is regarded as having good certainty of timely payment, good access to capital markets and sound liquidity factors and company fundamentals. Risk factors are small. The designation A1, the highest rating category established by IBCA Limited ("IBCA"), indicates that the obligation is supported by a very strong capacity for timely repayment. Those obligations rated A1+ are supported by the highest capacity for timely repayment are supported by a strong capacity for timely repayment, although such capacity may be susceptible to adverse changes in business, economic or financial conditions. The rating TBW-1 by Thomson BankWatch ("Thomson") indicates a very high likelihood that principal and interest will be paid on a timely basis. DESCRIPTION OF MUNICIPAL NOTE RATINGS Moody's highest rating for state and municipal and other short-term notes is MIG-1 and VMIG-1. Short-term municipal securities rated MIG-1 or VMIG-1 are of the best quality. They have strong protection from established cash flows of funds for their servicing or from established and broad-based access to the market for refinancing or both. Short-term municipal securities rated MIG-2 or VMIG-2 are of high quality. Margins of protection are ample although not so large as in the preceding group. An S&P note rating reflects the liquidity concerns and market access risks unique to notes. Notes due in 3 years or less will likely receive a note rating. Notes maturing beyond 3 years will most likely receive a long-term debt rating. The following criteria will be used in making that assessment: - Amortization schedule (the larger the final maturity relative to other maturities, the more likely it will be treated as a note). - Source of Payment (the more dependent the issue is on the market for its refinancing, the more likely it will be treated as a note). S&P note rating symbols are as follows: SP-1 Very strong or strong capacity to pay principal and interest. Those issues determined to possess overwhelming safety characteristics will be given a plus(+) designation. SP-2 Satisfactory capacity to pay principal and interest. DESCRIPTION OF CORPORATE BOND RATINGS Bonds rated AAA have the highest rating S&P assigns to a debt obligation. Such a rating indicates an extremely strong capacity to pay principal and interest. Bonds rated AA also qualify as high-quality debt obligations. Capacity to pay principal and interest is very strong, and in the majority of instances they differ from AAA issues only in small degree. Debt rated A has a strong capacity to pay interest and repay principal although it is somewhat more susceptible to the adverse effects of changes in circumstances and economic conditions than debt in higher rated categories. Debt rated BBB is regarded as having an adequate capacity to pay interest and repay principal. Whereas it normally exhibits adequate protection parameters, adverse economic conditions or changing circumstances are more likely to lead to a weakened capacity to pay interest and repay principal for debt in this category than in higher rated categories. Debt rated BB and B is regarded as having predominantly speculative characteristics with respect to capacity to pay interest and repay principal. BB indicates the least degree of S-4 76 speculation and C the highest degree of speculation. While such debt will likely have some quality and protective characteristics, these are outweighed by large uncertainties or major risk exposures to adverse conditions. Debt rated BB has less near-term vulnerability to default than other speculative grade debt. However, it faces major ongoing uncertainties or exposure to adverse business, financial, or economic conditions that could lead to inadequate capacity to meet timely interest and principal payments. The BB rating category is also used for debt subordinated to senior debt that is assigned an actual or implied BBB- rating. Debt rate B has greater vulnerability to default but presently has the capacity to meet interest payments and principal repayments. Adverse business, financial, or economic conditions would likely impair capacity or willingness to pay interest and repay principal. The B rating category also is used for debt subordinated to senior debt that is assigned an actual or implied BB or BB- rating. Bonds which are rated Aaa by Moody's are judged to be of the best quality. They carry the smallest degree of investment risk and are generally referred to as "gilt edge." Interest payments are protected by a large, or an exceptionally stable, margin and principal is secure. While the various protective elements are likely to change, such changes as can be visualized are most unlikely to impair the fundamentally strong position of such issues. Bonds rated Aa by Moody's are judged by Moody's to be of high quality by all standards. Together with bonds rated Aaa, they comprise what are generally known as high-grade bonds. They are rated lower than the best bonds because margins of protection may not be as large as in Aaa securities or fluctuation of protective elements may be of greater amplitude or there may be other elements present which make the long-term risks appear somewhat larger than in Aaa securities. Bonds which are rated A possess many favorable investment attributes and are to be considered as upper-medium grade obligations. Factors giving security to principal and interest are considered adequate, but elements may be present which suggest a susceptibility to impairment sometime in the future. Bonds which are rated Baa are considered as medium-grade obligations (i.e., they are neither highly protected nor poorly secured). Interest payments and principal security appear adequate for the present but certain protective elements may be lacking or may be characteristically unreliable over any great length of time. Such bonds lack outstanding investment characteristics and in fact have speculative characteristics as well. Bonds which are rated Ba are judged to have speculative elements; their future cannot be considered as well-assured. Often the protection of interest and principal payments may be very moderate and thereby not well safeguarded during both good and bad times over the future. Uncertainty of position characterizes bonds in this class. Bonds which are rated B generally lack characteristics of the desirable investment. Assurance of interest and principal payments or of maintenance of other terms of the contract over any long period of time may be small. Moody's bond ratings, where specified, are applied to senior bank obligations and insurance company senior policyholder and claims obligations with an original maturity in excess of one year. Obligations relying upon support mechanisms such as letters-of-credit and bonds of indemnity are excluded unless explicitly rated. Obligations of a branch of a bank are considered to be domiciled in the country in which the branch is located. Unless noted as an exception, Moody's rating on a bank's ability to repay senior obligations extends only to branches located in countries which carry a Moody's sovereign rating. Such branch obligations are rated at the lower of the bank's rating or Moody's sovereign rating for the bank deposits for the country in which the branch is located. When the currency in which an obligation is denominated is not the same as the currency of the country in which the obligation is domiciled, Moody's ratings do not incorporate an opinion as to whether payment of the obligation will be affected by the actions of the government controlling the currency of denomination. In addition, risk associated with bilateral conflicts between an investor's home country and either the issuer's home country or the country where an issuer branch is located are not incorporated into Moody's ratings. Moody's makes no representation that rated bank obligations or insurance company obligations are exempt from registration under the U.S. Securities Act of 1933 or issued in conformity with any other applicable law or S-5 77 regulation. Nor does Moody's represent that any specific bank or insurance company obligation is legally enforceable or is a valid senior obligation of a rated issuer. Moody's ratings are opinions, not recommendations to buy or sell, and their accuracy is not guaranteed. A rating should be weighed solely as one factor in an investment decision and you should make your own study and evaluation of any issuer whose securities or debt obligations you consider buying or selling. Bonds rated AAA by Fitch are judged by Fitch to be strictly high grade, broadly marketable, suitable for investment by trustees and fiduciary institutions liable to slight market fluctuation other than through changes in the money rate. The prime feature of an AAA bond is a showing of earnings several times or many times interest requirements, with such stability of applicable earnings that safety is beyond reasonable question whatever changes occur in conditions. Bonds rated AA by Fitch are judged by Fitch to be of safety virtually beyond question and are readily salable, whose merits are not unlike those of the AAA class, but whose margin of safety is less strikingly broad. The issue may be the obligation of a small company, strongly secured but influenced as to rating by the lesser financial power of the enterprise and more local type market. Bonds rated A are considered to be investment grade and of high credit quality. The obligor's ability to pay interest and repay principal is considered to be strong, but may be more vulnerable to adverse changes in economic conditions and circumstances than bonds with higher ratings. Bonds rated BBB are considered to be investment grade and of satisfactory credit quality. The obligor's ability to pay interest and repay principal is considered to be adequate. Adverse changes in economic conditions and circumstances, however, are more likely to have adverse impact on these bonds, and therefore impair timely payment. The likelihood that the ratings of these bonds will fall below investment grade is higher than for bonds with higher ratings. Bonds rated BB are considered speculative. The obligor's ability to pay interest and repay principal may be affected over time by adverse economic changes. However, business and financial alternatives can be identified which could assist the obligor in satisfying its debt service requirements. Bonds rated B are considered highly speculative. While bonds in this class are currently meeting debt service requirements, the probability of continued timely payment of principal and interest reflects the obligor's limited margin of safety and the need for reasonable business and economic activity throughout the life of the issue. Bonds rated Duff-1 are judged by Duff to be of the highest credit quality with negligible risk factors; only slightly more than U.S. Treasury debt. Bonds rated Duff-2, 3 and 4 are judged by Duff to be of high credit quality with strong protection factors. Risk is modest but may vary slightly from time to time because of economic conditions. Bonds rated BBB+, BBB, or BBB- are considered below average protection factors but still considered sufficient for prudent investment. Considerable BBB variability in risk during economic cycles. Bonds rated BB+, BB or BB- are considered below investment grade but deemed likely to meet obligations when due. Present or prospective financial protection factors fluctuate according to industry conditions or company fortunes. Overall quality may move up or down frequently within this category. Bonds rated B+, B or B- are considered below investment grade and possessing risk that obligations will not be met when due. Financial protection factors will fluctuate widely according to economic cycles, industry conditions and/or company fortunes. Potential exists for frequent changes in the rating within this category or into a higher or lower rating grade. Obligations rated AAA by IBCA have the lowest expectation of investment risk. Capacity for timely repayment of principal and interest is substantial, such that adverse changes in business, economic or financial conditions are unlikely to increase investment risk significantly. Obligations for which there is a very low expectation of investment risk are rated AA by IBCA. Capacity for timely repayment of principal and interest is substantial. Adverse changes in business, economic or financial conditions may increase investment risk albeit not very significantly. Bonds rated A are obligations for which there is a low expectation of investment risk. Capacity S-6 78 for timely repayment of principal and interest is strong, although adverse changes in business, economic or financial conditions may lead to increased investment risk. Bonds rated BBB are obligations for which there is currently a low expectation of investment risk. Capacity for timely repayment of principal and interest is adequate, although adverse changes in business, economic or financial conditions are more likely to lead to increased investment risk than for obligations in other categories. Bonds rated BB are obligations for which there is a possibility of investment risk developing. Capacity for timely repayment of principal and interest exists, but is susceptible over time to adverse changes in business, economic or financial conditions. Bonds rated B are obligations for which investment risk exists. Timely repayment of principal and interest is not sufficiently protected against adverse changes in business, economic or financial conditions. Bonds rated AAA by Thomson BankWatch indicate that the ability to repay principal and interest on a timely basis is very high. Bonds rated AA indicate a superior ability to repay principal and interest on a timely basis, with limited incremental risk compared to issues rated in the highest category. Bonds rated A indicate the ability to repay principal and interest is strong. Issues rated A could be more vulnerable to adverse developments (both internal and external) than obligations with higher ratings. Bonds rated BBB indicate an acceptable capacity to repay principal and interest. Issues rated "BBB" are, however, more vulnerable to adverse developments (both internal and external) than obligations with higher ratings. While not investment grade, the BB rating suggests that the likelihood of default is considerably less than for lower-rated issues. However, there are significant uncertainties that could affect the ability to adequately service debt obligations. Issues rated B show a higher degree of uncertainty and therefore greater likelihood of default than higher-rated issues. Adverse developments could well negatively affect the payment of interest and principal on a timely basis. INVESTMENT LIMITATIONS The International Equity, Emerging Markets Equity and International Fixed Income Portfolios may not: 1. Make loans if, as a result, more than 33 1/3% of its total assets would be lent to other parties, except that each Portfolio may (i) purchase or hold debt instruments in accordance with its investment objective and policies; (ii) enter into repurchase agreements; and (iii) lend its securities. 2. Purchase or sell real estate, physical commodities, or commodities contracts, except that each Portfolio may purchase (i) marketable securities issued by companies which own or invest in real estate (including real estate investment trusts), commodities, or commodities contracts, and (ii) commodities contracts relating to financial instruments, such as financial futures contracts and options on such contracts. 3. Act as an underwriter of securities of other issuers except as it may be deemed an underwriter in selling a portfolio security. 4. Issue senior securities (as defined in the Investment Company Act of 1940, as amended (the "1940 Act"), except as permitted by rule, regulation or order of the Securities and Exchange Commission ("SEC"). 5. Invest in interests in oil, gas or other mineral exploration or development programs and oil, gas or mineral leases. S-7 79 The foregoing percentages will apply at the time of the purchase of a security and shall not be violated unless an excess or deficiency occurs, immediately after or as a result of a purchase of such security. These investment limitations and the investment limitations in the Prospectuses are fundamental policies of the Trust and may not be changed without shareholder approval. NON-FUNDAMENTAL POLICIES The following investment limitations are non-fundamental policies of the Trust and may be changed without shareholder approval. The International Equity, Emerging Markets Equity and International Fixed Income Portfolios may not: 1. Pledge, mortgage or hypothecate assets except to secure borrowings permitted by the Portfolio's fundamental limitation on borrowing. 2. Invest in companies for the purpose of exercising control. 3. Purchase securities on margin or effect short sales, except that each Portfolio may (i) obtain short-term credits as necessary for the clearance of security transactions, (ii) provide initial and variation margin payments in connection with transactions involving futures contracts and options on such contracts, and (iii) make short sales "against the box" or in compliance with the SEC's position regarding the asset segregation requirements of Section 18 of the 1940 Act. 4. Purchase securities which must be registered under the 1933 Act, as amended, before they may be sold to the public, if, in the aggregate, more than 15% of its total assets would be invested in such restricted securities. Securities exempted from registration upon resale by Rule 144A under the 1933 Act are not deemed to be restricted securities for purposes of this limitation. 5. Purchase illiquid securities, i.e., securities that cannot be disposed of for their approximate carrying value in seven days or less (which term includes repurchase agreements and time deposits maturing in more than seven days) if, in the aggregate, more than 15% of its total assets would be invested in illiquid securities. Notwithstanding the foregoing, securities eligible to be re-sold under Rule 144A of the 1933 Act may be treated as liquid securities under procedures adopted by the Board of Trustees. 6. Invest its assets in securities of any investment company, except (i) by purchase in the open market involving only customary brokers' commissions, (ii) in connection with mergers, acquisitions of assets, or consolidations, or (iii) as otherwise permitted by the 1940 Act. 7. Purchase or retain securities of an issuer if, to the knowledge of the Trust, an officer, trustee, partner or director of the Trust or any investment adviser of the Trust owns beneficially more than 1/2 of the 1% of the shares or securities of such issuer and all such officers, trustees, partners and directors owning more than 1/2 of 1% of such shares or securities together own more than 5% of such shares or securities. 8. Purchase securities of any company which has (with predecessors) a record of less than three years continuing operations if, as a result, more than 5% of the total assets (taken at current value) would be invested in such securities. ADDITIONAL RESTRICTIONS The following are non-fundamental investment limitations that are currently required by one or more states in which the Trust sells shares of the Portfolios. These limitations are in addition to, and in some cases more S-8 80 restrictive than, the fundamental and non-fundamental investment limitations listed above. A limitation may be changed or eliminated without shareholder approval if the relevant state(s) changes or eliminates its policy regarding such investment restriction. As long as a Portfolio's shares are registered for sale in such states, it may not: 1. Invest more than 5% of its net assets in warrants; provided that of this 5% no more than 2% will be in warrants that are not listed on the New York Stock Exchange or the American Stock Exchange. 2. Invest in the securities of other investment companies except by purchase in the open market where no commission or profit to a sponsor or dealer results from the purchase other than the customary broker's commission, or except when the purchase is part of a plan of merger, consolidation, reorganization or acquisition. 3. Invest more than 10% of its total assets in illiquid securities, including securities which are not readily marketable or are restricted. 4. Make short sales, except for short sales "against the box." THE MANAGER AND SHAREHOLDER SERVICING AGENT The Management Agreement provides that the Manager shall not be liable for any error of judgment or mistake of law or for any loss suffered by the Trust in connection with the matters to which the Management Agreement relates, except a loss resulting from willful misfeasance, bad faith or gross negligence on the part of the Manager in the performance of its duties or from reckless disregard of its duties and obligations thereunder. The continuance of the Management Agreement must be specifically approved at least annually (i) by the vote of a majority of the Trustees or by the vote of a majority of the outstanding voting securities of the Portfolios, and (ii) by the vote of a majority of the Trustees of the Trust who are not parties to the Management Agreement or an "interested person" (as that term is defined in the 1940 Act) of any party thereto, cast in person at a meeting called for the purpose of voting on such approval. The Management Agreement is terminable at any time without penalty by the Trustees of the Trust, by a vote of a majority of the outstanding shares of the Portfolios or by the Manager on not less than 30 days' nor more than 60 days' written notice. This Agreement shall not be assignable by either party without the written consent of the other party. The Manager, a wholly-owned subsidiary of SEI Corporation ("SEI"), was organized as a Delaware corporation in 1969 and has its principal business offices at 680 East Swedesford Road, Wayne, Pennsylvania 19087-1658. Alfred P. West, Jr., Henry H. Greer and Carmen V. Romeo constitute the Board of Directors of the Manager. Mr. West serves as the Chairman of the Board of Directors and Chief Executive Officer of SEI. Mr. Greer serves as President and Chief Operating Officer of the Manager and SEI. SEI and its subsidiaries are leading providers of funds evaluation services, trust accounting systems, and brokerage and information services to financial institutions, institutional investors and money managers. The Manager also serves as manager to the following other institutional mutual funds: The Achievement Funds Trust, The Advisors' Inner Circle Fund, The Arbor Fund, ARK Funds, Bishop Street Funds, CoreFunds, Inc., CrestFunds, Inc., CUFUND, First American Funds, Inc., First American Investment Funds, Inc., FMB Funds, Inc., Insurance Investment Products Trust, Inventor Funds, Inc., Marquis Funds(R), Monitor Funds, Morgan Grenfell Investment Trust, The PBHG Funds, Inc., The Pillar Funds, Rembrandt Funds(R), 1784 Funds, SEI Asset Allocation Trust, SEI Daily Income Trust, SEI Index Funds, SEI Institutional Managed Trust, SEI Liquid Asset Trust, SEI Tax Exempt Trust, Stepstone Funds, STI Classic Funds and STI Classic Variable Trust. S-9 81 If operating expenses of any Portfolio exceed limitations established by certain states, the Manager will pay such excess. The Manager will not be required to bear expenses of any Portfolio to an extent which would result in the Portfolio's inability to qualify as a regulated investment company under provisions of the Internal Revenue Code of 1986, as amended (the "Code"). The term "expenses" is defined in such laws or regulations, and generally excludes brokerage commissions, distribution expenses, taxes, interest and extraordinary expenses. For the fiscal years ended February 29, 1994, February 28, 1995, and February 29, 1996, the Portfolios paid fees to the Manager as follows:
================================================================================================================= Fee Waivers and Fees Paid(Reimbursed) (000) Reimbursements (000) ------------------------------------------------------------- 1994 1995 1996 1994 1995 1996 - ----------------------------------------------------------------------------------------------------------------- International Equity Portfolio $1,586 $2,653 $1,312 $471 $77 $119 - ----------------------------------------------------------------------------------------------------------------- Emerging Markets Equity Portfolio * $ (9) $ (29) * $11 $230 - ----------------------------------------------------------------------------------------------------------------- International Fixed Income Portfolio $ 3 $ 122 $ 231 $ 40 $84 $140 =================================================================================================================
*Not in operation during such period. THE ADVISER AND SUB-ADVISERS The Advisory Agreement and each Sub-Advisory Agreement provides that the Adviser and each Sub-Adviser shall not be protected against any liability to the Trust or its shareholders by reason of willful misfeasance, bad faith or gross negligence on its part in the performance of its duties or from reckless disregard of its obligations or duties thereunder. The continuance of the Advisory and each Sub-Advisory Agreement must be specifically approved at least annually (i) by the vote of a majority of the outstanding shares of that Portfolio or by the Trustees, and (ii) by the vote of a majority of the Trustees who are not parties to such Advisory or Sub-Advisory Agreement or "interested persons" of any party thereto, cast in person at a meeting called for the purpose of voting on such approval. The Advisory and each Sub-Advisory Agreement will terminate automatically in the event of its assignment, and is terminable at any time without penalty by the Trustees of the Trust or, with respect to a Portfolio, by a majority of the outstanding shares of that Portfolio, on not less than 30 days' nor more than 60 days written notice to the Adviser or Sub-Adviser, or by the Adviser or Sub-Adviser on 90 days' written notice to the Trust. For the fiscal years ended February 28, 1994, February 28, 1995, and February 29, 1996, the Portfolios paid to the Advisers the following:
================================================================================================================= Portfolio Fees Paid (000) Fee Waivers (000) --------- ------------------------------------------------------------- 1994 1995 1996 1994 1995 1996 - ----------------------------------------------------------------------------------------------------------------- International Equity Portfolio $1,063 $1,516 $1,524 $0 $ 0 $ 0 - ----------------------------------------------------------------------------------------------------------------- Emerging Markets Equity Portfolio * $ 4 $ 297 * $ 0 $ 0 - ----------------------------------------------------------------------------------------------------------------- International Fixed Income Portfolio $ 17 $ 86 $ 155 $4 $17 $ 31 =================================================================================================================
*Not in operation during such period. S-10 82 DISTRIBUTION The Trust has adopted a Distribution Agreement for the Portfolios. The Trust has also adopted a Distribution Plan (the "Class D Plan") for the shares of the Class D shares of the International Equity Portfolio in accordance with the provisions of Rule 12b-1 under the 1940 Act, which regulates circumstances under which an investment company may directly or indirectly bear expenses relating to the distribution of its shares. In this connection, the Board of Trustees has determined that the Plan and Distribution Agreement are in the best interests of the shareholders. Continuance of the Plans must be approved annually by a majority of the Trustees of the Trust and by a majority of the Qualified Trustees, as defined in the Plan. The Plan requires that quarterly written reports of amounts spent under the Plan and the purposes of such expenditures be furnished and reviewed by the Trustees. The Plan may not be amended to increase materially the amount which may be spent thereunder without approval by a majority of the outstanding shares of the Portfolio or class affected. All material amendments of the Plan will require approval by a majority of the Trustees of the Trust and of the Qualified Trustees. The Class D Plan provides that the Trust will pay a fee of up to .30% of the average daily net assets of a Portfolio's Class D shares that the Distributor can use to compensate broker-dealers and service providers, including SEI Financial Services Company and its affiliates, which provide distribution-related services to International Equity, Emerging Markets Equity and International Fixed Income Portfolios Class D shares shareholders or their customers who beneficially own Class D shares. The Class D Plan provides that, if there are more than one series of Trust securities having a Class D class, expenses incurred pursuant to the Class D Plan will be allocated among such several series of the Trust on the basis of their relative net asset values, unless otherwise determined by a majority of the Qualified Trustees. See "Distribution" in the Class D Prospectus. The distribution related services that may be provided under the Plan include establishing and maintaining customer accounts and records; aggregating and processing purchase and redemption requests from customers; and placing net purchase and redemption orders with the Distributor; and automatically investing customer account cash balances. Certain state securities laws may require those financial institutions providing such distribution services to register as dealers pursuant to state law. Except to the extent that the Manager and Adviser benefitted through increased fees from an increase in the net assets of the Trust which may have resulted in part from the expenditures, no interested person of the Trust nor any Trustee of the Trust who is not an interested person of the Trust had a direct or indirect financial interest in the operation of the Distribution Plan or related agreements. Although banking laws and regulations prohibit banks from distributing shares of open-end investment companies such as the Trust, according to an opinion issued to the staff of the Securities and Exchange Commission ("SEC") by the Office of the Comptroller of the Currency, financial institutions are not prohibited from acting in other capacities for investment companies, such as providing shareholder services. Should future legislative, judicial or administrative action prohibit or restrict the activities of financial institutions in connection with providing shareholder services, the Trust may be required to alter materially or discontinue its arrangements with such financial institutions. For the fiscal year ended February 29, 1996, the Portfolios incurred the following distribution expenses: ============================================================================================================================= Total Dist. Amount Expenses as Paid to 3rd Total Dist. a % of net Parties by Sales Printing Other Portfolio Class Expenses assets SFS for Expenses Costs Costs* Distributor Related Services - -----------------------------------------------------------------------------------------------------------------------------
S-11 83 - ------------------------------------------------------------------------------------------------------------------------- International Equity Portfolio A $491,198 .15% $0 $491,198 $0 $0 --------------------------------------------------------------------------- D $ 10,813 .34% $0 $ 10,813 $0 $0 - ------------------------------------------------------------------------------------------------------------------------- Emerging Markets Equity Portfolio A $ 26,155 .09% $0 $ 26,155 $0 $0 --------------------------------------------------------------------------- D N/A N/A N/A N/A N/A N/A - ------------------------------------------------------------------------------------------------------------------------- International Fixed Income Portfolio A $ 91,994 .15% $0 $ 91,994 $0 $0 --------------------------------------------------------------------------- D N/A N/A N/A N/A N/A N/A =========================================================================================================================
*Costs of complying with securities laws pertaining to the distribution of shares. TRUSTEES AND OFFICERS OF THE TRUST The Trustees and executive officers of the Trust, their respective dates of birth and their principal occupations for the last five years are set forth below. Each may have held other positions with the named companies during that period. Unless otherwise noted, the business address of each Trustee and executive officer is SEI Financial Management Corporation, 680 East Swedesford Road, Wayne, PA 19087. Certain trustees and officers of the Trust also serve as trustees and officers of some or all of the following: The Achievement Funds Trust, The Advisors' Inner Circle Fund, The Arbor Fund, ARK Funds, Bishop Street Funds, CoreFunds, Inc., CrestFunds, Inc., CUFUND, First American Funds, Inc., First American Investment Funds, Inc., FMB Funds, Inc., Insurance Investment Products Trust, Inventor Funds, Inc., Marquis Funds(R), Monitor Funds, Morgan Grenfell Investment Trust, The PBHG Funds, Inc., The Pillar Funds, Rembrandt Funds(R), 1784 Funds, SEI Asset Allocation Trust, SEI Daily Income Trust, SEI Index Funds, SEI Institutional Managed Trust, SEI Liquid Asset Trust, SEI Tax Exempt Trust, Stepstone Funds, STI Classic Funds and STI Classic Variable Trust, each of which is an open-end management investment company managed by SEI Financial Management Corporation and, except for Rembrandt Funds(R), distributed by SEI Financial Services Company. ROBERT A. NESHER - Chairman of the Board of Trustees* - Date of Birth: 8/17/46. Retired since 1994. Director, Executive Vice President of SEI Corporation - 1986-1994. Director and Executive Vice President of the Manager and Executive Vice President of the Distributor since September 1981. RICHARD F. BLANCHARD - Trustee** - Date of Birth: 1/21/20. P.O. Box 76, Canfield Road, Convent Station, NJ 07961. Private Investor. Director of AEA Investors Inc. (acquisition and investment firm) June 1981-86, Director of Baker Hughes Corp. (oil service company) 1976-88. Director of Imperial Clevite Industries (transportation equipment company) 1981-87. Executive Vice President of American Express Company (financial services company), responsible for the investment function, before June 1981. WILLIAM M. DORAN - Trustee* - Date of Birth: 5/26/40. 2000 One Logan Square, Philadelphia, PA 19103. Partner, Morgan, Lewis & Bockius LLP, counsel to the Trust, Manager and Distributor. Director and Secretary of SEI and Secretary of the Manager and Distributor. F. WENDELL GOOCH - Trustee** - Date of Birth: 12/3/32. P.O. Box 190, Paoli, IN 47454. President, Orange County Publishing Co., Inc., since October 1981. Publisher of the Paoli News and the Paoli Republican and Editor of the Paoli Republican since January 1981. President, H & W Distribution, Inc. since July 1984. Trustee of STI Classified Funds. S-12 84 FRANK E. MORRIS - Trustee - Date of Birth: 12/30/23. 105 Walpole Street, Dover, MA 02030. Retired since 1990. Peter Drucker Professor of Management, Boston College, 1989-1990. President, Federal Reserve Bank of Boston, 1968-1988. JAMES M. STOREY - Trustee** - Date of Birth: 4/12/31. Ten Post Office Square South, Boston, Massachusetts 02109. Retired since 1993. Formerly Partner, Dechert, Price & Rhoads (law firm). DAVID G. LEE - President, Chief Executive Officer - Date of Birth: 4/16/52. Senior Vice President of the Manager and Distributor since 1993. Vice President of the Manager and Distributor, 1991-1993. President, GW Sierra Trust Funds prior to 1991. SANDRA K. ORLOW - Vice President, Assistant Secretary - Date of Birth: 10/18/53. Vice President and Assistant Secretary of the Manager and Distributor since 1988. KATHRYN L. STANTON - Vice President, Assistant Secretary - Date of Birth: 11/19/58. Vice President, Assistant Secretary of SEI Corporation, the Manager and Distributor since 1994. Associate, Morgan, Lewis & Bockius LLP (law firm), 1989-1994. KEVIN P. ROBINS - Vice President, Assistant Secretary - Date of Birth: 4/15/61. Senior Vice President and General Counsel of SEI Corporation, the Manager and Distributor since 1994. Vice President of SEI Corporation, the Manager and Distributor 1992-1994. Associate, Morgan, Lewis & Bockius LLP (law firm) prior to 1992. JEFFREY A. COHEN - Controller, Chief Financial Officer - Date of Birth: 4/22/61. Vice President, Funds Accounting, SEI Corporation, 1991 to present. Senior Accountant, Price Waterhouse, 1988 to 1991. TODD CIPPERMAN - Vice President, Assistant Secretary - Date of Birth: 2/14/66. Vice President and Assistant Secretary of SEI, the Administrator and the Distributor since 1995. Associate, Dewey Ballantine (law firm) 1994-1995. Associate, Winston & Strawn (law firm) 1991-1994. JOSEPH M. LYDON - Vice President, Assistant Secretary - Date of Birth: 9/27/59. Director of Business Administration of Fund Resources, SEI Corporation since 1995. Vice President of Fund Group and Vice President of Dreman Value Management (investment adviser) and President of Dreman Financial Services, Inc. prior to 1995. RICHARD W. GRANT - Secretary - Date of Birth: 10/25/45. 2000 One Logan Square, Philadelphia, PA 19103, Partner, Morgan, Lewis & Bockius LLP, counsel to the Trust, Manager and Distributor. ====================================== *Messrs. Nesher and Doran are Trustees who may be deemed to be "interested persons" of the Trust as the term is defined in the 1940 Act. **Messrs. Blanchard, Gooch, Morris and Storey serve as members of the Audit Committee of the Trust. The Trustees and officers of the Trust own less than 1% of the outstanding shares of the Trust. The Trust pays the fees for disinterested Trustees. Compensation of officers and affiliated Trustees of the Trust is paid by the Manager. For the fiscal year ended February 29, 1996, the Trust paid approximately $58,085.48 in fees to the Trustees who are not "interested persons" as defined in the 1940 Act. S-13 85 Compensation Table
============================================================================================================================= Name of Person, Aggregate Pension or Retirement Estimated Annual Total Compensation Position Compensation From Benefits Accrues as Part Benefits Upon From Registrant and Registrant for the FYE of Fund Expenses Retirement Fund Complex Paid to February 29, 1996 Directors for the FYE - ----------------------------------------------------------------------------------------------------------------------------- Richard Blanchard, $14,521.37 $0 $0 $90,000 for services of Trustee 7 Boards - ----------------------------------------------------------------------------------------------------------------------------- F. Wendell Gooch, $14,521.37 $0 $0 $90,000 for services of Trustee 7 Boards - ----------------------------------------------------------------------------------------------------------------------------- Frank Morris, Trustee $14,521.37 $0 $0 $90,000 for services of 7 Boards - ----------------------------------------------------------------------------------------------------------------------------- James Storey, Trustee $14,521.37 $0 $0 $90,000 for services of 7 Boards - ----------------------------------------------------------------------------------------------------------------------------- Robert A. Nesher, $ 0 $0 $0 $90,000 for services of 7 Trustee* Boards - ----------------------------------------------------------------------------------------------------------------------------- William M. Doran, $ 0 $0 $0 $90,000 for services of 7 Trustee* Boards =============================================================================================================================
* Trustees who are "interested persons" as defined in the 1940 Act. PERFORMANCE From time to time, the Trust may advertise yield and/or total return for one or more of the Portfolios. These figures will be based on historical earnings and are not intended to indicate future performance. The total return of a Portfolio refers to the average compounded rate of return to a hypothetical investment for designated time periods (including, but not limited to, the period from which the Portfolio commenced operations through the specified date), assuming that the entire investment is redeemed at the end of each period. In particular, total return will be calculated according to the following formula: P(1 + T)n = ERV, where P = a hypothetical initial payment of $1,000; T = average annual total return; n = number of years; and ERV = ending redeemable value of a hypothetical $1,000 payment made at the beginning of the designated time period as of the end of such period. Based on the foregoing, the average annual total return for the Portfolios from inception through February 29, 1996 and for the one, five and ten year periods ended February 29, 1996 were as follows:
=================================================================================================== Portfolio Class Average Annual Total Return ---------------------------------------- One Year Five Ten Since Year Year Inception - --------------------------------------------------------------------------------------------------- International Equity Portfolio A 17.30% 6.26% * 30.90% ---------------------------------------------------------- D (with load) 10.97% * * 4.08% ---------------------------------------------------------- D (without load) 16.77% * * 9.58% - --------------------------------------------------------------------------------------------------- Emerging Markets Equity Portfolio A 6.83% * * 9.72% ---------------------------------------------------------- D * * * * - ---------------------------------------------------------------------------------------------------
S-14 86
====================================================================================================== Portfolio Class Average Annual Total Return -------------------------------------------- One Year Five Ten Since Year Year Inception - ------------------------------------------------------------------------------------------------------ International Fixed Income Portfolio A 13.96% * * 27.51% ----------------------------------------------------------- D * * * * ======================================================================================================
*Not in operation during such period From time to time, the Trust may advertise the yield of the International Fixed Income Portfolio. The yield of the Portfolio refers to the annualized income generated by an investment in the Portfolio over a specified 30-day period. The yield is calculated by assuming that the income generated by the investment during that period is generated for each like period over one year and is shown as a percentage of the investment. In particular, yield will be calculated according to the following formula: Yield = 2([(a-b)/cd + 1]6 - 1) where a = dividends and interest earning during the period; b = expenses accrued for the period (net of reimbursement); c = the current daily number of shares outstanding during the period that were entitled to receive dividends; and d = the maximum offering price per share on the last day of the period. Actual yields will depend on such variables as asset quality, average asset maturity, the type of instruments a Portfolio invests in, changes in interest rates on money market instruments, changes in the expenses of a Portfolio and other factors. Yields are one basis upon which investors may compare a Portfolio with other mutual funds; however, yields of other mutual funds and other investment vehicles may not be comparable because of the factors set forth above and differences in the methods used in valuing portfolio instruments. For the 30-day period ended February 29, 1996, the yield for the International Fixed Income Portfolio was 4.19%. The Portfolios may, from time to time, compare their performance to other mutual funds tracked by mutual fund rating services, to broad groups of comparable mutual funds or to unmanaged indices which may assume investment of dividends but generally do not reflect deductions for administrative and management costs. PURCHASE AND REDEMPTION OF SHARES The Trust reserves the right to suspend the right of redemption and/or to postpone the date of payment upon redemption for any period during which trading on the New York Stock Exchange is restricted, or during the existence of an emergency (as determined by the SEC by rule or regulation) as a result of which disposal or evaluation of the portfolio securities is not reasonably practicable, or for such other periods as the SEC may by order permit. The Trust also reserves the right to suspend sales of shares of the Portfolios for any period during which the New York Stock Exchange, the Manager, the Advisers, the Distributor and/or the Custodians are not open for business. Currently, the following holidays are observed by the Trust: New Year's Day, Presidents' Day, Good Friday, Memorial Day, Independence Day, Labor Day, Thanksgiving Day and Christmas Day. It is currently the Trust's policy to pay for all redemptions in cash. The Trust retains the right, however, to alter this policy to provide for redemptions in whole or in part by a distribution in kind of securities held by a Portfolio in lieu of cash. Shareholders may incur brokerage charges on the sale of redemptions. However, a shareholder will at all times be entitled to aggregate cash redemptions from a Portfolio of the Trust during any 90-day period of up to the lesser of $250,000 or 1% of the Trust's net assets in cash. S-15 87 A gain or loss for federal income tax purposes would be realized by a shareholder subject to taxation upon an in-kind redemption depending upon the shareholder's basis in the shares of the Portfolio redeemed. Portfolio securities may be traded on foreign markets on days other than Business Days or the net asset value of a Portfolio may be computed on days when such foreign markets are closed. In addition, foreign markets may close at times other than 4:00 p.m. Eastern time. As a consequence, the net asset value of a share of a Portfolio may not reflect all events that may affect the value of the Portfolio's foreign securities unless the Adviser determines that such events materially affect net asset value in which case net asset value will be determined by consideration of other factors. REDUCTIONS IN SALES CHARGES In calculating the sales charge rates applicable to current purchases of Class D shares, members of the following affinity groups and clients of the following broker-dealers, each of which has entered into an agreement with the Distributor, are entitled to the following percentage-based discounts from the otherwise applicable sales charge:
Name of Percentage Date Offer Date Offer Group Discount Starts Terminates - ---------- ---------- ---------- ---------- Countrywide 100% 07/27/94 09/19/94 Funding Corp. 50% 09/23/94 11/22/94 BHC Securities, Inc. 10% 12/29/94 N/A First Security Investor 10% 12/29/94 N/A Services, Inc.
Those members or clients who take advantage of a percentage-based reduction in the sales charge during the offering period noted above may continue to purchase shares at the reduced sales charge rate after the offering period relating to each such purchaser's affinity group or broker-dealer relationship has terminated. Please contact the Distributor at 1-800-437-6016 for more information. SHAREHOLDER SERVICES (CLASS D SHARES) The following is a description of plans and privileges by which the sale charges imposed on the Class D shares of the International Equity Portfolio may be reduced. RIGHT OF ACCUMULATION: A shareholder qualifies for cumulative quantity discounts when his or her new investment, together with the current offering price value of all holdings of that shareholder in certain eligible portfolios, reaches a discount level. See "Purchase and Redemption of Shares" in the Prospectus for the sales charge on quantity purchases. LETTER OF INTENT: The reduced sales charges are also applicable to the aggregate amount of purchases made by a purchaser within a 13-month period pursuant to a written Letter of Intent provided to the Distributor that (i) does not legally bind the signer to purchase any set number of shares and (ii) provides for the holding in escrow by the Administrator of 5% of the amount purchased until such purchase is completed within the 13-month period. A Letter of Intent may be dated to include shares purchased up to 90 days prior to the date the Letter is signed. The 13-month period begins on the date of the earliest purchase. If the intended investment is not completed, the Administrator will S-16 88 surrender an appropriate number of the escrowed shares for redemption in order to recover the difference between the sales charge imposed under the Letter of Intent and the sales charge that would have otherwise been imposed. DISTRIBUTION INVESTMENT OPTION: Distributions of dividends and capital gains made by a Portfolio may be automatically invested in shares of another Portfolio if shares of that Portfolio are available for sale. Such investments will be subject to initial investment minimums, as well as additional purchase minimums. A shareholder considering the Distribution Investment Option should obtain and read the prospectus of the other Portfolios and consider the differences in objectives and policies before making any investment. REINSTATEMENT PRIVILEGE: A shareholder who has redeemed shares of a Portfolio has a one-time right to reinvest the redemption proceeds in shares of a Portfolio at their net asset value as of the time of reinvestment. Such a reinvestment must be made within 30 days of the redemption and is limited to the amount of the redemption proceeds. Although redemptions and repurchases of shares are taxable events, a reinvestment within such 30-day period in the same fund is considered a "wash sale" and results in the inability to recognize currently all or a portion of a loss realized on the original redemption for federal income tax purposes. The investor must notify the Transfer Agent at the time the trade is placed that the transaction is a reinvestment. EXCHANGE PRIVILEGE: Some or all of a Portfolio's Class D shares for which payment has been received (i.e., an established account), may be exchanged for Class D shares of other portfolios of the Trust or of SEI Liquid Asset Trust, SEI Tax Exempt Trust, SEI Daily Income Trust and SEI Institutional Managed Trust ("SEI Funds"). Exchanges are made at net asset value plus any applicable sales charge. SEI Funds' portfolios that are not money market portfolios currently impose a sales charge on Class D shares. A shareholder who exchanges into one of these "non-money market" portfolios will have to pay a sales charge on any portion of the exchanged Class D shares for which he or she has not previously paid a sales charge. If a shareholder has paid a sales charge on Class D shares, no additional sales charge will be assessed when he or she exchanges those Class D shares for other Class D shares. If a shareholder buys Class D shares of a "non-money market" fund and receives a sales load waiver, he or she will be deemed to have paid the sales load for purposes of this exchange privilege. In calculating any sales charge payable on an exchange transaction, the SEI Funds will assume that the first shares a shareholder exchanges are those on which he or she has already paid a sales charge. Sales charge waivers may also be available under certain circumstances, as described in the Prospectuses. The Trust reserves the right to change the terms and conditions of the exchange privilege discussed herein, or to terminate the exchange privilege, upon sixty days' notice. Exchanges will be made only after proper instructions in writing or by telephone (an "Exchange Request") are received for an established account by the Distributor. A shareholder may exchange the shares of a Portfolio's Class D shares, for which good payment has been received, in his or her account at any time, regardless of how long he or she has held his or her shares. Each Exchange Request must be in proper form (i.e., if in writing, signed by the record owner(s) exactly as the shares are registered; if by telephone, proper account identification is given by the dealer or shareholder of record), and each exchange must involve either shares having an aggregate value of at least $1,000 or all the shares in the account. Each exchange involves the redemption of the shares of a Portfolio (the "Old Portfolio") to be exchanged and the purchase at net asset value (i.e., without a sales charge) of the shares of the other portfolios (the "New Portfolios"). Any gain or loss on the redemption of the shares exchanged is reportable on the shareholder's federal income tax return, unless such shares were held in a tax-deferred retirement plan or other tax-exempt account. If the Exchange Request is received by the Distributor in writing or by telephone on any business day prior to the redemption cut-off time specified in each Prospectus, the exchange usually will occur on that day if all the restrictions set forth above have been complied with at that time. However, payment of the redemption proceeds by the Old Portfolios, and thus the purchase of shares of the New Portfolios, may be delayed for up to seven days if the Portfolio determines that such delay would be in the best interest of all of its shareholders. Investment dealers which have satisfied criteria established by the Portfolios may also communicate a shareholder's Exchange Request to the Portfolios subject to the restrictions set forth above. No more than five exchange requests may be made in any one telephone Exchange Request. S-17 89 Class D shares of the International Equity Portfolio are offered only to residents of states in which the shares are eligible for purchase. TAXES QUALIFICATION AS A RIC The following discussion of federal income tax consequences is based on the Code and the regulations issued thereunder as in effect on the date of this Statement. New legislation, as well as administrative or court decisions, may significantly change the conclusions expressed herein and may have a retroactive effect with respect to the transactions contemplated herein. In order to qualify for treatment as a regulated investment company ("RIC") under the Code, a Portfolio must distribute annually to its shareholders at least 90% of its investment company taxable income (generally, net investment income, including net short-term capital gain) ("Distribution Requirement") and must meet several additional requirements. Among these requirements are the following: (i) at least 90% of a Portfolio's gross income each taxable year must be derived from dividends, interest, payments with respect to securities loans and gains from the sale or other disposition of securities or foreign currencies or other income (including gains from forward contracts) derived with respect to its business of investing in securities or those currencies ("Income Requirement"); (ii) less than 30% of a Portfolio's gross income each taxable year may be derived from the sale or other disposition of any of the following that were held for less than three months: securities, options, futures, or forward contracts, or foreign currencies (or options, futures, or forward contracts thereon) that are not directly related to a Portfolio's principal business of investing in securities ("Short-Short Limitation"); (iii) at the close of each quarter of a Portfolio's taxable year, at least 50% of the value of its total assets must be represented by cash and cash items, United States Government securities, securities of other RICs and other securities, with such other securities limited, in respect of any one issuer, to an amount that does not exceed 5% of the value of a Portfolio's total assets and that does not represent more than 10% of the outstanding voting securities of the issuer; and (iv) at the close of each quarter of a Portfolio's taxable year, not more than 25% of the value of its total assets may be invested in securities (other than United States Government securities or the securities of other RICs) of any one issuer or of two or more issuers which the Portfolio controls and which are engaged in the same, similar, or related trades or businesses. The use of hedging strategies, such as entering into forward foreign currency contracts, involves complex rules that will determine for income tax purposes the character and timing of recognition of the income received in connection therewith by the Portfolio. Income from foreign currencies, and income from transactions in forward contracts that are directly related to a Portfolio's business of investing in securities or foreign currencies, will qualify as permissible income under the Income Requirement. Income from the disposition of foreign currencies, and forward foreign currency contracts on foreign currencies, that are not directly related to a Portfolio's principal business of investing in securities will be subject to the Short-Short Limitation if they are held for less than three months and may by regulation be excluded from qualifying income. Notwithstanding the Distribution Requirement described above, which only requires a Portfolio to distribute at least 90% of its annual investment company taxable income and does not require any minimum distribution of net capital gain (the excess of net long-term capital gain over net short-term capital loss), a Portfolio will be subject to a nondeductible 4% federal excise tax to the extent it fails to distribute by the end of any calendar year 98% of its ordinary income for that year and 98% of its capital gain net income (the excess of short and long-term capital gains over short and long-term capital losses) for the one-year period ending on October 31 of that year, plus certain other amounts. Any increase in value on a position that is part of a "designated hedge" will be offset by any decrease in value (whether realized or not) of the offsetting hedging position during the period of the hedge for purposes of determining whether a Portfolio satisfies the Short-Short Limitation. Thus, only the net gain (if any) from the designated hedge will be included in gross income for purposes of that Limitation. S-18 90 If a Portfolio fails to qualify as a RIC for any year, all of its income will be subject to tax at corporate rates, and its distributions (including capital gains distributions) will be taxable as ordinary income dividends to its shareholders, subject to the dividends received deduction for corporate shareholders. A gain or loss realized by a shareholder on the sale or exchange of shares of a Portfolio held as a capital asset will be capital gain or loss, and such gain or loss will be long-term if the holding period for the shares exceeds one year, and otherwise will be short-term. Any loss realized on a sale or exchange of shares of a Portfolio will be disallowed to the extent the shares disposed of are replaced within the 61-day period beginning 30 days before and ending 30 days after the shares are disposed of. Any loss realized by a shareholder on the disposition of shares held six months or less is treated as a long-term capital loss to the extent of any distributions of net long-term capital gains received by the shareholder with respect to such shares or any inclusion or undistributed capital gain with respect to such shares. STATE TAXES A Portfolio is not liable for any income or franchise tax in Massachusetts if it qualifies as a RIC for federal income tax purposes. Distributions by a Portfolio to shareholders and the ownership of shares may be subject to state and local taxes. Shareholders should consult their tax advisors regarding the state and local tax consequences of investments in a Portfolio. FOREIGN TAXES Dividends and interest received by a Portfolio may be subject to income, withholding or other taxes imposed by foreign countries and United States possessions that would reduce the yield on a Portfolio's securities. Tax conventions between certain countries and the United States may reduce or eliminate these taxes. Foreign countries generally do not impose taxes on capital gains with respect to investments by foreign investors. If more than 50% of the value of a Portfolio's total assets at the close of its taxable year consists of securities of foreign corporations, a Portfolio will be eligible to, and will, file an election with the Internal Revenue Service that will enable shareholders, in effect, to receive the benefit of the foreign tax credit with respect to any foreign and United States possessions income taxes paid by a Portfolio. Pursuant to the election, a Portfolio will treat those taxes as dividends paid to its shareholders. Each shareholder will be required to include a proportionate share of those taxes in gross income as income received from a foreign source and must treat the amount so included as if the shareholder had paid the foreign tax directly. The shareholder may then either deduct the taxes deemed paid by him or her in computing his or her taxable income or, alternatively, use the foregoing information in calculating the foreign tax credit (subject to significant limitations) against the shareholder's federal income tax. If a Portfolio makes the election, it will report annually to its shareholders the respective amounts per share of the Portfolio's income from sources within, and taxes paid to, foreign countries and United States possessions. PORTFOLIO TRANSACTIONS The Trust has no obligation to deal with any dealer or group of dealers in the execution of transactions in portfolio securities. Subject to policies established by the Trustees, the Adviser is responsible for placing orders to execute Portfolio transactions. In placing orders, it is the Trust's policy to seek to obtain the best net results taking into account such factors as price (including the applicable dealer spread), size, type and difficulty of the transaction involved, the firm's general execution and operational facilities, and the firm's risk in positioning the securities involved. While the Adviser generally seeks reasonably competitive spreads or commissions, the Trust will not necessarily be paying the lowest spread or commission available. The Trust will not purchase portfolio securities from any affiliated person acting as principal except in conformity with the regulations of the SEC. The Trust does not expect to use one particular dealer, but, subject to the Trust's policy of seeking the best net results, dealers who provide supplemental investment research to the Adviser or sub-advisers may receive orders for transactions by the Trust. Information so received will be in addition to and not in lieu of the services required to be performed by the Adviser or sub-advisers under the Advisory Agreement and Sub-Advisory Agreement, and the S-19 91 expenses of the Adviser and sub-advisers will not necessarily be reduced as a result of the receipt of such supplemental information. These research services include advice, either directly or through publications or writings, as to the value of securities, the advisability of investing in, purchasing or selling securities, and the availability of securities or purchasers or sellers of securities; furnishing of analyses and reports concerning issuers, securities or industries; providing information on economic factors and trends, assisting in determining portfolio performance evaluation and technical market analyses. Such services are used by the Adviser or sub-advisers in connection with their investment decision-making process with respect to one or more funds and accounts managed by them, and may not be used exclusively with respect to the fund or account generating the brokerage. The money market securities in which a Portfolio invests are traded primarily in the over-the-counter market. Bonds and debentures are usually traded over-the-counter, but may be traded on an exchange. Where possible, each Adviser will deal directly with the dealers who make a market in the securities involved except in those circumstances where better prices and execution are available elsewhere. Such dealers usually are acting as principal for their own account. On occasion, securities may be purchased directly from the issuer. Money market securities are generally traded on a net basis and do not normally involve either brokerage commissions or transfer taxes. The cost of executing portfolio securities transactions of a Portfolio will primarily consist of dealer spreads and underwriting commissions. It is expected that the Portfolios may execute brokerage or other agency transactions through the Distributor, a registered broker-dealer, for a commission, in conformity with the 1940 Act, the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder. Under these provisions, the Distributor is permitted to receive and retain compensation for effecting portfolio transactions for a Portfolio on an exchange if a written contract is in effect between the Distributor and the Trust expressly permitting the Distributor to receive and retain such compensation. These provisions further require that commissions paid to the Distributor by the Trust for exchange transactions not exceed "usual and customary" brokerage commissions. The rules define "usual and customary" commissions to include amounts which are "reasonable and fair compared to the commission, fee or other renumeration received or to be received by other brokers in connection with comparable transactions involving similar securities being purchased or sold on a securities exchange during a comparable period of time." The Trustees, including those who are not "interested persons" of the Trust, have adopted procedures for evaluating the reasonableness of commissions paid to the Distributor and will review these procedures periodically. In addition, SFM has adopted a policy respecting the receipt of research and related products and services in connection with transactions effected for Portfolios operating within the "Manager of Managers" structure. Under this policy, SFM and the various firms that serve as Sub-Advisers to certain Portfolios of the Trust, in the exercise of joint investment discretion over the assets of a Portfolio, will direct a substantial portion of a Portfolio's brokerage to the Distributor in consideration of the Distributor's provision of research and related products to SFM for use in performing its advisory responsibilities. All such transactions directed to the Distributor must be accomplished in a manner that is consistent with the Trust's policy to achieve best net results, and must comply with the Trust's procedures regarding the execution of transactions through affiliated brokers.
==================================================================================================================== Total Brokerage Amount Paid to % Paid to Amount Paid to Commission (000) Distributor(000) Distributor Affiliates (000) --------------------------------------------------------------------------------------- 1994 1995 1996 1994 1995 1996 1994 1995 1996 1994 1995 1996 - -------------------------------------------------------------------------------------------------------------------- International Equity $783 $1,482 $1,604 $0 $0 $0 0% 0% 0% $49 $171 $577 Portfolio - -------------------------------------------------------------------------------------------------------------------- Emerging Markets Equity * $26 $487 * $0 $0 * 0% 0% * $0 $0 Portfolio - -------------------------------------------------------------------------------------------------------------------- International Fixed $ 0 $ 0 $ 0 $0 $0 $0 0% 0% 0% * * $0 Income Portfolio ====================================================================================================================
S-20 92 *Not in operation during such period. The principal reason for the increase in brokerage commissions paid by the International Equity Portfolio in the last three fiscal years was the growth of the assets in the International Equity Portfolio. For the fiscal years ended February 28, 1994, February 28, 1995, and February 29, 1996, the following sales loads were charged to Class D shares:
Dollar Amount of Load Dollar Amount of Load(000) Retained by SFS(000) --------------------------- --------------------------- Portfolio 1994 1995 1996 1994 1995 1996 - ---------------------------------------------------------------------------------------------------------------------- International Equity Portfolio - Class D * $0 $0 * $0 $0 ======================================================================================================================
* Not in operation during the period. For the fiscal year ended February 29, 1996,the following commissions were paid on brokerage transactions pursuant to an agreement or understanding, to brokers because of research services provided by the brokers:
=================================================================================================================== Brokerage Commissions Total Amount of % of Directed Brokerage for Research Transactions to Total Brokerage - ------------------------------------------------------------------------------------------------------------------- International Equity $210,670 $219,268,833 .10% Portfolio - ------------------------------------------------------------------------------------------------------------------- Emerging markets Equity $ 9,061 $ 3,023,700 .30% Portfolio - ------------------------------------------------------------------------------------------------------------------- International Fund Income N/A N/A Portfolio N/A ===================================================================================================================
The Trust is required to identify any securities of its "regular brokers or dealers" (as such term is defined in the 1940 Act) which the Trust has acquired during its most recent fiscal year. As of February 29, 1996, the International Equity Portfolio had entered into a repurchase agreement in the amount of approximately $12,620,407 with J.P. Morgan Securities Inc. ("J.P. Securities"), a wholly owned subsidiary of J.P. Morgan Co. Incorporated. J.P. Securities is considered "regular brokers or dealers" of the Trust. Since the Trust does not market its shares through intermediary brokers or dealers, it is not the Trust's practice to allocate brokerage or principal business on the basis of sales of its shares which may be made through such firms. However, the Adviser may place Portfolio orders with qualified broker-dealers who recommend the Trust to clients, and may, when a number of brokers and dealers can provide best price and execution on a particular transaction, consider such recommendations by a broker or dealer in selecting among broker-dealers. It is expected that the portfolio turnover rate for each Portfolio will normally not exceed 100% for a Portfolio. The portfolio turnover rate for the International Equity Portfolio would exceed 100% if all of its securities, exclusive of United States Government securities and other securities whose maturities at the time of acquisition are one year or less, are replaced in the period of one year. Turnover rates may vary from year to year and may be affected by cash requirements for redemptions and by requirements which enable the Portfolio to receive favorable tax treatment. DESCRIPTION OF SHARES S-21 93 The Declaration of Trust authorizes the issuance of an unlimited number of shares of each Portfolio, each of which represents an equal proportionate interest in that Portfolio. Each share upon liquidation entitles a shareholder to a pro rata share in the net assets of that Portfolio. Shareholders have no preemptive rights. The Declaration of Trust provides that the Trustees of the Trust may create additional portfolios of shares or classes of portfolios. Share certificates representing the shares will not be issued. LIMITATION OF TRUSTEES' LIABILITY The Declaration of Trust provides that a Trustee shall be liable only for his own willful defaults and, if reasonable care has been exercised in the selection of officers, agents, employees or administrators, shall not be liable for any neglect or wrongdoing of any such person. The Declaration of Trust also provides that the Trust will indemnify its Trustees and officers against liabilities and expenses incurred in connection with actual or threatened litigation in which they may be involved because of their offices with the Trust unless it is determined in the manner provided in the Declaration of Trust that they have not acted in good faith in the reasonable belief that their actions were in the best interests of the Trust. However, nothing in the Declaration of Trust shall protect or indemnify a Trustee against any liability for his wilful misfeasance, bad faith, gross negligence or reckless disregard of his duties. VOTING Where the Prospectuses for the Portfolios or Statement of Additional Information state that an investment limitation or a fundamental policy may not be changed without shareholder approval, such approval means the vote of (i) 67% or more of a Portfolio's shares present at a meeting if the holders of more than 50% of the outstanding shares of the Portfolio are present or represented by Proxy, or (ii) more than 50% of a Portfolio's outstanding shares, whichever is less. SHAREHOLDER LIABILITY The Trust is an entity of the type commonly known as a "Massachusetts business trust." Under Massachusetts law, shareholders of such a Trust could, under certain circumstances, be held personally liable as partners for the obligations of the Trust. Even if, however, the Trust were held to be a partnership, the possibility of the shareholders' incurring financial loss for that reason appears remote because the Trust's Declaration of Trust contains an express disclaimer of shareholder liability for obligations of the Trust and requires that notice of such disclaimer be given in each agreement, obligation or instrument entered into or executed by or on behalf of the Trust or the Trustees, and because the Declaration of Trust provides for indemnification out of the Trust property for any shareholders held personally liable for the obligations of the Trust. CONTROL PERSONS AND PRINCIPAL HOLDERS OF SECURITIES As of April 1, 1996, the following persons were the only persons who were record owners (or to the knowledge of the Trust, beneficial owners) of 5% or more of the shares of the Portfolios. The Trust believes that most of the shares referred to below were held by the below persons in accounts for their fiduciary, agency or custodial customers. INTERNATIONAL EQUITY PORTFOLIO- CLASS A: SEI Trust Company, Attn: Jacqueline Esposito, 680 E. Swedesford Rd., Wayne, PA 19087, 56.64%. EMERGING MARKETS EQUITY PORTFOLIO- CLASS A: Natural Fuel Gas Retirement Plan, c/o Marine Midland Bank, Attn: Joseph M. Rizzuto, One Marine Midland Center, 17th floor, Buffalo, NY 14203, 8.31%; SEI Trust Company, Attn: Jacqueline Esposito, 680 E. Swedesford Rd., Wayne, PA 19087, 71.24%. INTERNATIONAL FIXED INCOME PORTFOLIO- CLASS A: SEI Trust Company, Attn: Jacqueline Esposito, 680 E. Swedesford Rd., Wayne, PA 19087, 60.90%; Mutual Fund Special Cust. Acct. for Excl Benefit of Customers of Montgomery Securities, 600 Montgomery St., 4th Fl., San Francisco, CA 94111, 7.38%. S-22 94 EXPERTS The financial statements included in this Statement of Additional Information and the Financial Highlights included in the Prospectus have been audited by Price Waterhouse LLP, independent accountants, as stated in their report appearing herein, and are included in reliance upon the authority of said firm as experts in auditing and accounting. FINANCIAL STATEMENTS Following are the audited financial statements for the fiscal year ended February 29, 1996, including the financial highlights, appearing in the Trust's 1996 Annual Report to Shareholders, and the Report thereon of Price Waterhouse LLP, independent accountants. S-23 95 REPORT OF INDEPENDENT ACCOUNTANTS ================================================================================ FEBRUARY 29, 1996 To the Shareholders and Board of Trustees SEI International Trust In our opinion, the accompanying statements of net assets and where applicable, the schedule of investments and statement of assets and liabilities, and the related statements of operations and of changes in net assets and the financial highlights present fairly, in all material respects, the financial position of the International Equity, European Equity, Pacific Basin Equity, Emerging Markets Equity and International Fixed Income Portfolios of SEI International Trust (the "Fund") at February 29, 1996, the results of each of their operations, the changes in each of their net assets and the financial highlights for each of the respective periods presented, in conformity with generally accepted accounting principles. These financial statements and financial highlights (hereafter referred to as "financial statements") are the responsibility of the Fund's management; our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these financial statements in accordance with generally accepted auditing standards which require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits, which included confirmation of securities at February 29, 1996 by correspondence with the custodians and brokers and the application of alternative auditing procedures where confirmations from brokers were not received, provide a reasonable basis for the opinion expressed above. PRICE WATERHOUSE LLP Philadelphia, PA April 10, 1996 2 96 STATEMENT OF NET ASSETS ================================================================================ SEI INTERNATIONAL TRUST -- FEBRUARY 29, 1996 INTERNATIONAL EQUITY PORTFOLIO
- -------------------------------------------------------------------------------- MARKET DESCRIPTION SHARES VALUE (000) - -------------------------------------------------------------------------------- FOREIGN COMMON STOCKS -- 94.4% AUSTRALIA -- 4.0% Advance Bank Australia 304,200 $ 1,320 Australia & New Zealand Bank 494,627 2,430 Commonwealth Bank of Australia 161,600 1,336 Foodland 100,600 377 Futuris 64,900 78 Incitec 70,800 333 National Australia Bank 313,872 3,009 Pacific Magazines & Print 55,500 138 Pioneer 704,100 2,087 Rothmans Holdings 78,500 360 Westpac Banking 516,207 2,437 -------- 13,905 -------- AUSTRIA -- 0.1% SCA Laakirchen 100 37 Vorarlberger Kraftwerke 600 183 -------- 220 -------- BELGIUM -- 1.9% Arbed 3,200 351 CMB 3,700 304 Cockerill Sambre 30,000 175 Electrabel 9,400 2,157 Gevaert 1,000 63 Glaverbel 1,400 162 Immobiliere de Belgique 700 51 Kredietbank 5,600 1,541 Solvay 1,500 885 Tractabel 3,000 1,232 -------- 6,921 -------- CANADA -- 2.5% Bank of Montreal 20,300 471 Bank of Nova Scotia 86,900 1,947 Canadian Imperial Bank 71,200 2,114 Canfor 10,600 99 Cascades 21,400 97 CCL Industries "B" 15,400 136 Celanese Canada 4,300 74 Dominion Textile 14,500 74 London Insurance 13,900 284 MacMillan Bloedel 29,300 374 Nova 50,800 449 Oshawa Group 20,300 338 Royal Bank of Canada 43,200 988 Slocan Forest Products 12,600 117 Stelco 37,000 158 Toronto Dominion 43,900 744 Total Petroleum 7,400 61 West Fraser Timber 7,000 154 -------- 8,679 --------
- -------------------------------------------------------------------------------- MARKET DESCRIPTION SHARES VALUE (000) - -------------------------------------------------------------------------------- FINLAND -- 0.1% Enso-Gutzeit "A" 47,600 $ 332 -------- FRANCE -- 10.0% Accor 11,650 1,642 Alcatel Alsthom 26,400 2,343 Bollore Technologies 2,350 262 Bongrain 350 199 Canal Plus 7,200 1,285 Cap Gemini Sogeti 9,550 294 Casino 5,850 203 Christian Dior 16,450 1,979 CIC Union Europe 1,300 94 Colas 2,050 374 Credit Commerce France 29,900 1,424 Credit Lyonnais 12,200 598 Credit National 4,950 388 C.G.I.P. 1,800 447 De Dietrich et Compagnie 3,400 182 Devanlay 600 60 Ecco 2,450 500 Ecia 550 81 Eiffage 1,650 246 Elf Aquitaine 38,691 2,671 Elf Gabon 600 101 Eramet 1,550 112 Eridania Beghin Say 8,800 1,512 Financiere Poliet 3,750 370 Gaumont 4,700 343 La Rochette 8,450 58 Lafarge 31,515 2,169 Lagardere Groupe 14,250 382 Legris Industries 2,450 97 Manitou 800 103 Marine Wendel 4,650 369 Michelin "B" 16,200 726 Parisienne de Rees 2,000 171 Pernod Ricard 14,200 892 Peugeot 12,000 1,796 Pinault Printemps 7,600 1,802 Publicis 900 65 Saint Gobain 20,250 2,612 Saint Louis-Bouchon 1,100 349 Salomon 350 205 SAT 550 225 Scac Delmas Viel 521 81 SGE 4,500 105 Skis Rossingnol 700 240 Sommer Allibert 1,300 398 Thomson 35,050 899 Total Compaigne "B" 37,637 2,485 UIF 800 71 Union Assurances Federal 3,500 389 Usinor Sacilor* 32,250 504 Vallourec 6,200 267 -------- 35,170 --------
13 97 STATEMENT OF NET ASSETS ================================================================================ SEI INTERNATIONAL TRUST -- FEBRUARY 29, 1996 INTERNATIONAL EQUITY PORTFOLIO--CONTINUED
- -------------------------------------------------------------------------------- MARKET DESCRIPTION SHARES VALUE (000) - -------------------------------------------------------------------------------- GERMANY -- 6.4% Aachener & Muenchener 400 $ 172 Agiv 18,900 337 Andrea-Noris Zahn 1,050 304 Audi 143 55 BASF 11,600 2,912 Bayer 11,017 3,379 BHF Bank 9,550 266 Bremer Vulkan 12,800 194 Commerzbank 7,450 1,711 Continental 19,900 339 DBV Holding 1,000 319 Deutche Pfandrbrief & Hypotheken Bank 5,350 207 Draegerwerk 350 63 Dyckerhoff 1,150 270 Dywidag 450 71 Escada 350 62 Franfurt Hypothekenbank Centralboden 465 20 Heidelberger 700 457 Herlitz 1,000 139 Hoechst 7,350 2,321 Kabelmetall 1,150 102 Kaufhof 500 159 Kaufring 900 60 Kloeckner-Werke 3,850 136 Kolbenschmidt 800 109 Lehnkering 500 77 Man 2,000 569 Nuernberger BET 50 36 Praktiker Bau-Und Heimwerker 11,450 291 Preussag 4,900 1,457 Salamander 1,050 159 Varta 900 164 Veba 52,100 2,457 Viag 450 193 Villeroy and Boch 1,900 270 Volksfursorge 1,200 378 Volkswagen 4,950 1,887 -------- 22,102 -------- HONG KONG -- 2.7% Cathay Pacific Airways 884,000 1,618 Dickson Concepts 117,000 120 Hang Lung Development 234,000 437 Hong Kong Aircraft Engineering 44,800 131 Hong Kong Ferry 144,000 152 HSBC Holdings 253,200 4,061 Jardine International Motor 288,000 399 Kowloon Motor 213,600 363 Kumagai Gumi 467,400 429 Lai Sun Garment 318,000 387 Liu Chong Hing 84,000 97
- -------------------------------------------------------------------------------- MARKET DESCRIPTION SHARES VALUE (000) - -------------------------------------------------------------------------------- Peregrine Investment Holdings 222,000 $ 379 Top Glory 1,292,000 147 Union Bank Hong Kong 85,000 100 Wing Hang Bank 44,000 183 Wing Lung Bank 24,000 168 Yue Yuen 372,000 95 -------- 9,266 -------- ITALY -- 1.1% Banca Popolare Bergamo 22,100 362 Banca Popolare di Milano 53,800 249 Burgo (Cartiere) 10,700 58 Parmalat Finanziaria 387,800 361 SAI di Risp 67,700 295 Telecom Italia 1,268,300 1,748 Telecom Italia di Risp 241,700 270 Telecom Italia Mobile 22,700 42 Toro Assicurazioni 18,800 251 Unipol 12,700 61 -------- 3,697 -------- JAPAN -- 35.0% Aderans 15,000 281 Aichi Toyota Motor 35,000 503 Airport Facilities 61,000 484 Ariake Japan 7,000 260 Asahi Bank 141,000 1,652 Ashikaga Bank 77,000 466 Autobac Seven 4,600 370 Bank of Fukuoka 34,000 261 Canon 93,000 1,709 Chain Store Okuwa 19,000 268 Charle 21,000 300 Chiba Kogyo Bank 100 4 Chuba Electric Power 36,000 833 Chubu Nippon Broadcasting 14,600 327 Cosmo Oil 262,000 1,442 Dai Ichi Pharmaceutical 93,000 1,435 Dai Nippon Ink & Chemical 175,000 797 Dai Nippon Printing 129,000 2,224 Dai Tokyo Fire & Marine Insurance 140,000 1,020 Daidoh 47,000 363 Dai-Ichi Kangyo Bank 169,000 3,171 Daiwa Bank 40,000 270 Daiwa Securities 177,000 2,495 Fuji Photo Film 83,000 2,356 Fujitsu 216,000 2,222 Fujitsu Kiden 28,000 368 General Sekiyu 46,000 442 Glory 17,000 560 Gunma Bank 136,000 1,451 Hachijuni Bank 52,000 555 Hanshin Electric Railway 81,000 339
14 98
- -------------------------------------------------------------------------------- MARKET DESCRIPTION SHARES VALUE (000) - -------------------------------------------------------------------------------- Heiwa 60,000 $ 1,446 Hirose Electric 8,000 453 Hitachi 317,000 3,200 Hitachi Transport System 66,000 666 Hokuriko Bank 67,000 381 Honda Motor 117,000 2,485 Ichiyoshi Securities 50,000 321 Inabata 59,000 423 Isetan 59,000 742 Itariyard 8,000 274 Japan Airport Terminal 38,000 463 Japan Maintenance 11,250 209 Kahma 8,400 146 Kansai Kosaido 19,000 275 Kansei 53,000 447 Kirin Brewery 192,000 2,231 Kokusai Securities 59,000 877 Komatsu Forklift 89,000 606 Kurogane Kosakusho 24,000 143 Kyocera 24,000 1,646 Kyushu Electric Power 64,300 1,482 Long Term Credit Bank 241,000 1,836 Mabuchi Motor 8,000 491 Mandom 17,000 240 Matsushita Electric 208,000 3,328 Meiko Shokai 11,000 402 Mitsubishi Bank 155,000 3,174 Mitsubishi Electric 245,000 1,797 Mitsubishi Oil 155,000 1,342 Mitsui Marine & Fire 214,000 1,559 Mitsui Trust & Banking 206,000 2,119 NAC 8,000 200 Nagaileben 8,000 283 Nagase 40,000 373 Nakabohtec Corrosion Protecting 27,000 327 NEC 75,000 893 New Family 24,000 215 Nichimen Infinity 13,000 254 Nihon Dempa Kogyo 12,000 238 Nikko Securities 200,000 2,267 Nintendo 9,700 656 Nippon Cable System 33,000 295 Nippon Credit Bank 284,000 1,109 Nippon Meat Packers 85,000 1,247 Nippon Oil 278,000 1,673 Nippon Yusoki 30,000 154 Nissan Fire & Marine Insurance 43,000 301 Nissan Motors 115,000 892 Nittetsu Mining 65,000 619 Nittetsu Shoji 50,000 160 Okinawa Electric Power 13,000 370 Paris Miki 6,800 230 Pioneer Electronics 84,000 1,688 RKB Mainichi Broadcasting 20,000 162 Rohm 22,000 1,309 Sakura Bank 228,000 2,475
- -------------------------------------------------------------------------------- MARKET DESCRIPTION SHARES VALUE (000) - -------------------------------------------------------------------------------- Sanawa Shutter 40,000 $ 326 Sankei Building 41,000 348 Sanki Engineering 45,000 561 Sanseido 22,000 289 Santen Pharmaceutical 11,000 246 Sanyo Shinpan 11,000 807 Satoh & Company 11,000 178 Sekisui House 112,000 1,397 Shikoku Electric Power 65,000 1,498 Shimachu 6,000 174 Shimamura 9,000 334 Shiseido 120,000 1,360 Shizuoka Bank 127,000 1,572 Showa Shell Sekiyo 147,000 1,358 Sintokogio 23,000 201 SK Kaken 18,000 401 Sugimoto 1,000 17 Sumitomo 153,000 1,545 Sumitomo Bank 82,000 1,562 Sumitomo Marine and Fire Insurance 178,000 1,521 Sumitomo Realty & Development 257,000 1,750 Tachibana Shokai 39,000 368 Taisei 53,000 346 Takano 23,000 519 Takeda Chemical Industries 150,000 2,414 TDK 28,000 1,413 Toho 5,000 824 Tohoku Electric Power 76,000 1,781 Tohoku Misawa Home 30,000 380 Tokushu Paper 30,000 317 Tokyo Electric Power 50,200 1,310 Tokyo Soir 8,000 48 Tokyo Steel 300 6 Tokyo Tungsten 17,000 160 Tokyotokeiba 107,000 469 Toppan Printing 120,000 1,565 Toshiba 270,000 2,091 Totech 12,000 85 Toyo Bussan 26,000 314 Toyo Seikan Kaisha 12,000 374 Trusco Nakayama 24,000 567 Tsubakimoto Precision 37,000 447 Tsutsumi Jewelry 7,000 371 Yamaichi Securities 271,000 1,964 Yamanouchi Pharmaceutical 67,000 1,499 Yamazaki Baking 39,000 695 Yodogawa Steel Works 43,000 339 Yokohoma 20,000 259 Yonex 23,000 261 Yukiguni Maitake 18,700 187 Yushiro Chemical 30,000 289 -------- 121,929 --------
15 99 STATEMENT OF NET ASSETS ================================================================================ SEI INTERNATIONAL TRUST -- FEBRUARY 29, 1996 INTERNATIONAL EQUITY PORTFOLIO--CONTINUED
- -------------------------------------------------------------------------------- MARKET DESCRIPTION SHARES VALUE (000) - -------------------------------------------------------------------------------- MALAYSIA -- 2.6% Arab Malaysian 100,000 $ 351 Berjaya Group Berhad 527,000 341 Berjaya Singer 82,000 80 Bousted 166,000 349 Cement Industries 18,000 58 Datuk Keramat Holdings 132,000 247 Edaran Otomobil 69,000 512 Faber Group* 655,000 643 IOI Properties 141,900 342 Kuala Lumpur Kepong Berhad 155,000 490 Land and General 202,000 452 Malaysian Airline System 83,000 277 Malaysian International Shipping 668,000 1,861 MBF Capital 458,000 536 Negara Properties 10,000 35 Oriental Holdings 47,000 240 Rashid Hussain 525,000 1,638 Southern Bank 104,000 212 Westmont Berhad Industries 140,000 313 -------- 8,977 -------- NETHERLANDS -- 4.0% ABN-Amro Holdings 51,400 2,390 Beers 800 131 Dordtsche Petroleum 6,800 996 Draka 4,500 128 DSM 3,900 365 Eriks 600 52 EVC 9,300 301 GTI 800 68 Hollandsche Beton Groep 2,400 376 Hoogovens 7,500 302 Inter Muller 4,300 314 International Nederlanden Groep 52,717 3,502 KLM 16,400 546 Koninklijke Bijenkorf Beh 1,500 97 KPN 44,400 1,784 National Invest Bank 4,600 339 Nedlloyd Groep 12,700 277 Nijverdal Tencate 1,800 78 NKF Holding 1,000 171 Phillips Electronics 11,400 475 Polynorm 500 47 Schuitema 100 120 Stad Rotterdam 10,200 320 Telegraaf 300 47 Van Der Moolen 1,500 59 Vendex International N.V. 5,600 163 Volker Stevin 5,700 360 -------- 13,808 --------
- -------------------------------------------------------------------------------- MARKET DESCRIPTION SHARES VALUE (000) - -------------------------------------------------------------------------------- NEW ZEALAND -- 0.4% Fisher & Paykel Industries 117,300 $ 355 Independent Newspaper 14,600 50 Lion Nathan 498,600 1,090 -------- 1,495 -------- NORWAY -- 1.0% Den Norske Bank 170,909 555 Den Norske Luft 4,400 202 Dyno Industrier 12,200 259 Elkem "A" 27,500 331 Kvaerner "B" 21,200 614 Leif Hoegh & Company 8,200 119 Norske Skog 48,600 1,465 -------- 3,545 -------- SINGAPORE -- 2.2% Bat 78,000 309 City Developments 68,000 554 Fraser and Neave 124,000 1,660 Goldtron 260,000 238 Haw Par Brothers 19,000 43 Hotel Properties 201,000 365 Inchcape Berhad 22,000 76 Industrial & Commercial Bank 68,000 275 Jardine Matheson Holdings 53,100 425 Jurong Engineering 15,000 83 Keppel 76,000 770 Pacific Carriers 258,000 225 Republic Hotel and Resort 75,000 107 Ssangyong Cement 57,000 168 United Overseas Bank 231,600 2,477 -------- 7,775 -------- SPAIN -- 3.5% Acerinox 4,600 445 Azucarera Espana 2,600 90 Banco Bilbao-Vizcaya 23,480 915 Banco de Santander 11,760 580 Conserva Campofrio 1,700 58 Cristeria 2,500 160 Cubiertas y Mzov 2,400 155 Empresas Nacional de Cellulosa 10,100 140 G.E.S.A 7,300 388 Iberdrola 270,400 2,666 Porsegur 2,500 91 Repsol 18,540 677 Repsol ADR 37,600 1,363 Telefonica de Espana 166,300 2,735 Uniland 4,000 169 Union Electrica Fenosa 248,100 1,399 -------- 12,031 --------
16 100
- -------------------------------------------------------------------------------- MARKET DESCRIPTION SHARES VALUE (000) - -------------------------------------------------------------------------------- SWEDEN -- 1.0% Catena "A" 20,700 $ 156 Celsius Industrier 9,600 264 Industrivarden 5,900 190 Marieberg Tidnings "A" 7,200 192 Mo Och Domsjo "B"* 5,200 257 Perstorp AB "B" 6,600 86 Skane-Gripen "B" 11,400 103 Skanska Free "B" 17,400 544 SSAB "B" 26,000 293 Stora Kopparbergs "A" 80,000 1,032 Svedala AB Free 7,500 231 -------- 3,348 -------- SWITZERLAND -- 3.2% Aare-Tessin 360 258 Alusuisse-Lonza 300 241 Baer Holdings 290 294 Baloise 120 232 Banque Cantonale Vaud 370 102 Bucher Holdings 190 132 Ciba Geigy 3,260 2,914 CS Holdings 27,030 2,577 Daetwyler Holdings 40 79 Elektrowatt "B" 1,120 405 Kuoni Reisen Holdings 110 202 Rieter 900 261 Roche Holdings 394 3,064 Schindler Holdings 170 190 Suedelektra Holdings 160 154 -------- 11,105 -------- UNITED KINGDOM -- 12.7% Adwest Group 25,800 45 Albert Fisher Group 431,500 294 Amec 148,900 227 Anglian Group 51,200 110 Anglian Water 149,000 1,294 ASDA Group 630,000 1,008 Astec 189,200 346 Bridon 35,700 56 British Airways 201,900 1,575 British Gas 40,100 146 British Steel 557,800 1,570 BTR 162,538 803 Bullough 71,300 115 Burn Stewart Distillers 25,200 46 Charter 20,400 264 Cowie Group 56,900 282 Davis Service Group 51,200 186 EIS Group 8,600 51 Frost Group 60,110 117 General Accident 159,500 1,571
- -------------------------------------------------------------------------------- MARKET DESCRIPTION SHARES VALUE (000) - -------------------------------------------------------------------------------- GKN 109,000 $ 1,402 Grampian Holdings 18,700 37 Guardian Royal Exchange 460,300 1,709 Hanson 582,300 1,683 Hunting 73,300 247 Ibstock 52,400 60 IMI 14,400 73 Kwik Save Group 23,900 170 Lex Service 67,100 336 Lloyds TSB Group 411,900 2,073 London International Group 93,100 158 Low & Bonar 9,500 79 M & G Group 5,000 98 MacDonald Martin "A" 4,700 46 Marston Thompson 12,700 67 McKechnie 46,500 331 Mirror Group 141,700 471 National Power 210,400 1,553 National Westminster 215,500 2,280 North West Water Group 164,400 1,460 Northern Foods 23,900 70 Nurdin & Peacock 12,700 29 Ocean Group 42,300 251 Perkins Food 39,900 46 Pilkington 458,600 1,468 Renold 85,500 352 RJB Mining 30,000 244 Royal Bank of Scotland 173,000 1,462 Royal Insurance 283,800 1,649 Salvesen 67,300 275 Scapa Group 69,200 253 Scottish Hydro-Electric 55,600 284 Scottish Power 172,400 970 Sedgwick Group 181,500 367 Severn Trent 136,300 1,298 Shanks & McEwan 86,500 131 South West Water 38,990 293 Southern Water 38,900 394 Staveley Industries 25,500 78 Sutter 39,100 94 Takare 82,400 213 Tate & Lyle 194,200 1,416 Taylor Woodrow 166,100 373 Telewest 122,100 254 Thames Water 223,600 1,822 Tomkins 355,600 1,438 TT Group 41,700 188 Unigate 33,400 227 Vaux Group 46,600 200 Vosper Thornycroft 5,300 68 Waddington (John) 28,300 88 Wardle Storeys 12,400 74 Waste Management 31,600 160
17 101 STATEMENT OF NET ASSETS ================================================================================ SEI INTERNATIONAL TRUST -- FEBRUARY 29, 1996 INTERNATIONAL EQUITY PORTFOLIO--CONCLUDED
- -------------------------------------------------------------------------------- SHARES/FACE MARKET DESCRIPTION AMOUNT (000) VALUE (000) - -------------------------------------------------------------------------------- Welsh Water 34,500 $ 392 Wessex Water 70,700 362 Whitbread "A" 170,000 1,851 Whitecroft 13,300 42 Wolverhampton & Dudley 14,600 141 Yorkshire Water 35,300 336 -------- 44,092 -------- Total Foreign Common Stocks (Cost $302,171) 328,397 -------- FOREIGN PREFERRED STOCKS -- 0.5% GERMANY -- 0.2% Herlitz 550 74 Krones 800 364 Suedzucker 350 186 -------- 624 -------- ITALY -- 0.3% Autostrade 144,900 164 Fiat 482,000 920 -------- 1,084 -------- Total Foreign Preferred Stocks (Cost $1,609) 1,708 -------- REPURCHASE AGREEMENT -- 3.6% J.P. Morgan 5.39%, dated 2/29/96, matures 3/1/96, repurchase price $12,620,407 (collateralized by Government National Mortgage Association with maturities from 10/20/96 to 2/15/26, interest rates from 5.00% to 7.50%, total par value $12,690,086; total market value of collateral $12,890,095) $12,620 12,620 -------- Total Repurchase Agreement (Cost $12,620) 12,620 -------- Total Investments -- 98.5% (Cost $316,400) 342,725 -------- OTHER ASSETS AND LIABILITIES -- 1.5% Other Assets and Liabilities, Net 5,120 -------- NET ASSETS: Portfolio shares of Class A (unlimited authorization -- no par value) based on 34,753,783 outstanding shares of beneficial interest 312,486
- -------------------------------------------------------------------------------- MARKET DESCRIPTION SHARES VALUE (000) - -------------------------------------------------------------------------------- Portfolio shares of Class D (unlimited authorization -- no par value) based on 20,074 outstanding shares of beneficial interest $ 202 Accumulated net realized gain on investments 10,606 Net unrealized depreciation on forward foreign currency contracts, foreign currency and translation of other assets and liabilities in foreign currency (35) Net unrealized appreciation on investments 26,325 Accumulated net investment loss (1,739) -------- Total Net Assets:-- 100.0% $347,845 ======== Net Asset Value, Offering Price and Redemption Price Per Share -- Class A $ 10.00 ======= Net Asset Value, Offering Price and Redemption Price Per Share -- Class D $ 9.93 ======= Maximum Offering Price Per Share-- Class D ($9.93/95%) $ 10.45 ======= * NON-INCOME PRODUCING SECURITY ADR--AMERICAN DEPOSITORY RECEIPT EUROPEAN EQUITY PORTFOLIO FOREIGN COMMON STOCKS -- 94.5% AUSTRIA -- 0.2% VA Technologie 1,120 $ 142 -------- BELGIUM -- 1.8% GIB 29,827 1,418 -------- DENMARK -- 2.0% Den Danske Bank 12,220 830 Kobenhavns Lufthavne 8,540 743 -------- 1,573 -------- FINLAND -- 1.0% Nokia "A" 17,720 608 Nokia AB "K" 4,000 139 -------- 747 --------
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THE FINANCIAL STATEMENTS. 18 102
- -------------------------------------------------------------------------------- MARKET DESCRIPTION SHARES VALUE (000) - -------------------------------------------------------------------------------- FRANCE -- 14.7% Carrefour 1,915 $ 1,293 Castorama Dubois 5,400 1,011 Cetelem 4,244 893 Credit Local de France 11,097 882 Generale des Eaux 15 2 Hermes International 3,500 822 Imetal 5,650 821 LVMH Moet Hennessy 5,095 1,161 Promodes 2,750 750 Sanofi 11,000 764 Scor 17,400 582 Seita 19,200 766 SGS Thomson Micro 26,448 982 Television Francaise 7,000 749 -------- 11,478 -------- GERMANY -- 7.9% Adidas AG 12,800 819 Bayer Vereinsbank 29,000 868 Bayer 3,735 1,145 Gehe AG 1,170 658 SAP 200 31 Siemens 1,710 980 Volkswagen 4,330 1,653 -------- 6,154 -------- ITALY -- 3.6% ENI SPA 298,343 1,133 Stet Soc Fin Telefonica 140,000 428 Telecom Italia Mobile SPA 680,000 1,248 -------- 2,809 -------- NETHERLANDS -- 10.6% ABN-Amro Holdings 17,235 801 Aegon 22,462 967 Ahold 24,111 1,011 Elsevier 99,500 1,409 Hunter Douglas 15,120 882 International Nederlanden Groep 18,699 1,242 Verenigde Nederlandse Uigevbedri 51,150 836 Wolters Kluwer 10,633 1,144 -------- 8,292 -------- NORWAY -- 1.1% Saga Petroleum "B" 48,040 536 Saga Petroleum "A" 26,500 323 -------- 859 --------
- -------------------------------------------------------------------------------- MARKET DESCRIPTION SHARES VALUE (000) - -------------------------------------------------------------------------------- SPAIN -- 8.3% Banco Bilbao-Vizcaya 37,500 $ 1,461 Banco Popular Espana 5,273 961 Continente 34,800 799 Financiera Alba 11,750 816 Gas Natural 9,050 1,525 Repsol 25,000 913 -------- 6,475 -------- SWEDEN -- 7.7% Astra "B" 23,605 1,081 Ericsson 66,550 1,445 Hennes & Mauritz "B" Free 12,000 797 Kalmar Industries 40,000 783 Securitas "B" 15,750 824 Skandia Forestry 45,100 1,064 -------- 5,994 -------- SWITZERLAND -- 6.4% BBC Brown Boveri 1,000 1,198 Ciba Geigy 492 440 Roche Holdings 179 1,392 Sandoz Pharmaceutical 2,079 1,956 -------- 4,986 -------- UNITED KINGDOM -- 29.2% Abbey National 85,800 753 ASDA Group 191,500 306 Associated British Foods 81,400 494 Bass 60,900 708 BAT Industries 77,500 678 Blue Circle Industries 128,200 690 Britannic Assurance 14,000 168 British Aerospace 55,100 734 British Airways 70,000 546 British Biotech 4,950 155 British Gas 120,000 435 British Sky Broadcasting 48,000 288 British Telecommunications 233,600 1,329 BTR 66,000 326 Commercial Union 44,000 409 English China Clay 62,000 325 General Electric 173,000 979 Glaxo Wellcome 106,000 1,467 Granada Group 64,000 713 Grand Metropolitan 54,900 365 Great Universal Stores 56,400 572 Guinness 49,800 350 Hammerson "A" 92,800 491 HSBC Holdings 40,000 659 Lasmo 218,600 616 Morrison Supermarket 75,000 172 Next 81,000 588
19 103 STATEMENT OF NET ASSETS ================================================================================ SEI INTERNATIONAL TRUST -- FEBRUARY 29, 1996 EUROPEAN EQUITY PORTFOLIO--CONCLUDED
- -------------------------------------------------------------------------------- MARKET DESCRIPTION SHARES VALUE (000) - -------------------------------------------------------------------------------- Prudential 97,000 $ 654 Reuters Holdings 66,800 716 Rolls Royce 120,000 380 Royal Insurance 106,300 618 Scottish Power 63,500 356 Sedgwick Group 259,800 525 Severn Trent 38,000 362 Shell Transportation & Trading 86,000 1,112 Smiths Industries 57,000 601 Tate & Lyle 62,000 452 Tomkins 112,800 456 Vendome Units 59,700 497 Vodafone Group 120,000 425 Williams Holdings 82,500 426 -------- 22,896 -------- Total Foreign Common Stocks (Cost $65,153) 73,823 -------- FOREIGN PREFERRED STOCKS -- 1.9% GERMANY -- 1.9% Rhoen Klinikum 5,520 569 SAP 5,592 878 -------- 1,447 -------- Total Foreign Preferred Stocks (Cost $718) 1,447 -------- Total Investments -- 96.4% (Cost $65,871) 75,270 -------- OTHER ASSETS AND LIABILITIES -- 3.6% Other Assets and Liabilities, Net 2,851 -------- NET ASSETS: Portfolio shares of Class A (unlimited authorization -- no par value) based on 6,353,833 outstanding shares of beneficial interest 67,059 Accumulated net realized gain on investments 1,664 Net unrealized depreciation on forward foreign currency contracts, foreign currency and translation of other assets and liabilities in foreign currency (2) Net unrealized appreciation on investments 9,399
- -------------------------------------------------------------------------------- MARKET DESCRIPTION SHARES VALUE (000) - -------------------------------------------------------------------------------- Undistributed net investment income $ 1 -------- Total Net Assets:-- 100.0% $ 78,121 ======== Net Asset Value, Offering Price and Redemption Price Per Share -- Class A $ 12.30 ======== * NON-INCOME PRODUCING SECURITY ADR--AMERICAN DEPOSITORY RECEIPT PACIFIC BASIN EQUITY PORTFOLIO FOREIGN COMMON STOCKS -- 95.7% AUSTRALIA -- 6.2% Amcor 18,000 131 Australia & New Zealand Bank 81,033 398 Broken Hill Proprietary 52,900 766 CRA 24,725 379 Lend Lease 19,000 291 Newscorp 85,200 484 Oil Search 63,000 62 Pioneer International 95,000 282 Tabcorp 80,000 279 Western Mining 95,025 611 Westpac Banking 78,000 368 Woodside Petroleum 42,000 233 -------- 4,284 -------- HONG KONG -- 10.0% Chen Hsong 402,000 229 Cheung Kong Holdings 100,000 695 Citic Pacific 207,000 806 Giordano 434,000 463 Hong Kong Electric 90,000 305 HSBC Holdings 34,290 550 Hutchison Whampoa 137,000 868 Jardine International Motor 248,000 343 New World Development 114,000 556 Sun Hung Kai Properties 59,200 528 Swire Pacific "A" 87,000 760 Wharf Holdings 204,000 790 -------- 6,893 --------
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THE FINANCIAL STATEMENTS. 20 104
- -------------------------------------------------------------------------------- MARKET DESCRIPTION SHARES VALUE (000) - -------------------------------------------------------------------------------- JAPAN -- 68.3% Airport Facilities 34,000 $ 270 Amada 98,000 1,055 Bridgestone 131,000 2,046 Canon 37,000 680 Chain Store Okuwa 17,000 240 Daiwa Securities 117,000 1,649 DDI 92 675 East Japan Railway 254 1,299 Fuji Photo Film 54,000 1,533 Glory 23,000 758 Heiwa 11,000 265 Hirose Electric 8,400 476 Hitachi 315,000 3,180 Ito Yokado 38,000 2,128 Japan Airport Terminal 41,000 500 Japan Associated Finance 4,000 408 Kahma 10,400 180 Kuraray 81,000 856 Mabuchi Motor 13,000 799 Matsushita Electric 129,000 2,064 Mitsubishi 106,000 1,312 Mitsubishi Electric 213,000 1,562 Mitsubishi Trust & Banking 13,000 201 Mitsui 203,000 1,726 Mitsui Petrochem 21,000 173 Murata Manufacturing 40,000 1,318 New Oji Paper 36,000 328 Nihon Dempa Kogyo 8,000 158 Nippon Steel 189,000 610 Nippon Television Network 1,000 286 Okinawa Electric Power 9,000 256 Omron 62,000 1,370 Promise 6,000 262 Sankyo 27,000 622 Santen Pharmaceutical 8,000 179 Seino Transportation 40,000 667 Sekisui House 88,000 1,098 Shimachu 15,000 436 Shimamura 9,000 334 Showa Shell Sekiyo 90,000 831 SMC 11,200 766 Sony 9,000 528 Sumitomo Electric 75,000 971 Sumitomo Metal* 266,000 750 Takashimaya 12,000 177 Takeda Chemical Industries 48,000 772 Toho 5,900 972 Tokio Marine & Fire Insurance 122,000 1,476
- -------------------------------------------------------------------------------- MARKET DESCRIPTION SHARES VALUE (000) - -------------------------------------------------------------------------------- Tokyo Broadcasting Systems 23,000 $ 388 Toppan Printing 76,000 992 Toyota Motor 100,000 2,162 Tsubakimoto Precision 50,000 605 Yasuda Fire & Marine Insurance 191,000 1,364 Yokogawa Electric 46,000 491 -------- 47,204 -------- MALAYSIA -- 4.4% DCB Holdings 92,000 280 Gamuda 42,000 241 Genting Berhad 48,500 434 Larut Consolidated 161,500 209 Malayan Banking 63,500 581 Malaysian Assurance Alliance 25,875 149 Petronas Gas 49,000 190 Resorts World 41,000 230 Telekom Malaysia 58,000 499 United Engineers 32,000 206 -------- 3,019 -------- NEW ZEALAND -- 0.9% Carter Holt Harvey 127,511 273 Telecom of New Zealand 81,000 363 -------- 636 -------- SINGAPORE -- 5.9% City Developments 70,000 570 DBS Land 97,000 381 Development Bank of Singapore "F" 25,000 356 Keppel 63,000 638 Mandarin Oriental 285,718 374 Singapore International Airlines "F" 26,000 262 Singapore Press "F" 21,880 442 United Overseas Bank "F" 62,824 672 Wing Tai Holdings 153,000 368 -------- 4,063 -------- Total Foreign Common Stocks (Cost $63,874) 66,099 -------- Total Investments -- 95.7% (Cost $63,874) 66,099 -------- OTHER ASSETS AND LIABILITIES -- 4.3% Other Assets and Liabilities, Net 2,962 --------
21 105 STATEMENT OF NET ASSETS ================================================================================ SEI INTERNATIONAL TRUST -- FEBRUARY 29, 1996 PACIFIC BASIN EQUITY PORTFOLIO--CONCLUDED
- -------------------------------------------------------------------------------- MARKET DESCRIPTION SHARES VALUE (000) - -------------------------------------------------------------------------------- NET ASSETS: Portfolio shares of Class A (unlimited authorization -- no par value) based on 6,915,067 outstanding shares of beneficial interest $ 67,570 Accumulated net realized loss on investments (725) Net unrealized appreciation on investments 2,225 Accumulated net investment loss (9) -------- Total Net Assets:-- 100.0% $ 69,061 ======== Net Asset Value, Offering Price and Redemption Price Per Share -- Class A $ 9.99 ========
* NON-INCOME PRODUCING SECURITY ADR--AMERICAN DEPOSITORY RECEIPT EMERGING MARKETS EQUITY PORTFOLIO FOREIGN COMMON STOCKS -- 82.0% ARGENTINA -- 5.0% Banco Frances ADR 3,800 99 Central Costanera 110,535 343 Cresud 294,600 513 Irsa 47,950 132 Irsa ADR 2,777 76 Perez Companc 194,976 971 Siderca 553,420 548 Telefonica Argentina ADR 26,410 690 -------- 3,372 -------- BRAZIL -- 4.3% Cia Vale Rio Doce ADR* 3,900 158 Telebras 7,200,000 304 Telecom Brasileiras ADR 34,100 1,790 Telesp 3,974,000 658 -------- 2,910 -------- CHILE -- 3.1% Banco de Edwards ADR 5,200 109 Compania de Telecom Chile 14,930 1,235 Enersis ADR 14,630 415 Moneda Chile Fund 27,222 245 Quimica y Minera Chile ADR 1,000 51 -------- 2,055 --------
- -------------------------------------------------------------------------------- MARKET DESCRIPTION SHARES VALUE (000) - -------------------------------------------------------------------------------- CHINA -- 0.4% Huaneng Power International ADR 6,500 $ 120 Shanghai Dazhong Taxi "B" 200,000 158 -------- 278 -------- CZECH REPUBLIC -- 3.1% Cokoladovny 1,200 124 Czech Value Fund Units 5,900 310 Elektrarny Opatovice 752 105 Komercni Banka GDR 8,000 184 Komercni Banka 12,000 295 PIF 15,759 342 Spif Vseobecny 11,093 53 Spt Telecom 4,400 455 Vynosovy 23,400 130 -------- 1,998 -------- GREECE -- 0.4% Aegek 13,070 106 Greek Progress Fund 21,460 195 Hellenic Bottling 5 0 -------- 301 -------- HONG KONG -- 2.7% Guang Dong Investment 187,000 120 Henderson Land Development* 47,000 340 Hutchison Whampoa 31,000 196 Johnson Electric Holdings 167,500 325 MC Packaging 714,000 268 Shangri-La Asia 208,000 284 Tian An China 142,000 20 Yue Yuen 1,002,000 255 -------- 1,808 -------- HUNGARY -- 0.2% Borsodchem GDR 5,800 85 Egis 2,000 68 -------- 153 -------- INDIA -- 1.4% Arvind Mills GDR 25,600 87 Bajaj Auto GDR 9,200 251 Grasim Industries GDR 21,000 431 Indian Hotels GDS 9,100 193 -------- 962 -------- INDONESIA -- 3.1% Asia Pacific Resource "A" 18,800 89 Bank Bali 75 0 Bank Bali Warrants 400 0 Bank International Indonesia "F" 22,000 93 Bimantara Citra 61,500 72 Dankos Labs "F" 26,000 62 Hanjaya Mandala Sampoerna "F" 15,500 169
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THE FINANCIAL STATEMENTS. 22 106 - -------------------------------------------------------------------------------- MARKET DESCRIPTION SHARES VALUE (000) - -------------------------------------------------------------------------------- Indorama Synthetica "F" 30,500 $ 108 Indosat ADS 1,500 56 Indorayon Utama "F" 127,000 156 PT Telecom ADR 16,000 502 Sekar Bumi 79,000 74 Semen Cibinong 90,000 281 Semen Gresik "F" 40,000 141 Tambang Timah GDR 6,600 97 Telco GDR 8,000 108 Tjiwi Kimia 178 0 -------- 2,008 -------- ISRAEL -- 1.1% ECI Telecom* 5,000 128 Koor Industries ADR 10,100 202 Teva Pharmaceuticals ADR 5,500 238 Teva Pharmaceuticals 474 204 -------- 772 -------- MALAYSIA -- 15.4% Arab Malaysian 330,000 1,159 Arab Malaysian Finance 118,000 546 AMMB Holdings 59,000 712 DCB Holdings Warrants 144,000 174 DCB Holdings 546,000 1,661 Genting Berhad 47,000 421 IJM 416,000 679 IOI 910,000 1,000 Metacorp 185,000 574 New Straits Times Press 77,000 363 Petronas Gas 276,000 1,072 Resorts World 122,000 685 Telekom Malaysia 137,000 1,178 United Engineers 20,000 129 -------- 10,353 -------- MEXICO -- 14.1% Banamex Accival "L" 114,000 199 Cemex CPO 253,500 870 Cemex "B" 408,500 1,514 Empresas la Maderna 194,000 828 Grupo Financiero Banamex "B" 1,194,000 2,299 Grupo Industria Alfa "A" 161,000 1,954 Grupo Mexico "B" 86,000 309 Industrias Penoles 245,000 1,006 Kimberly Clark "A" 21,000 351 San Luis CPO 37,000 172 -------- 9,502 -------- PAKISTAN -- 0.5% Adamjee Insurance 11,400 46 D.G. Khan 60,940 45 D.G. Khan Rights 18,282 4 Engro Chemicals 20,200 98
- -------------------------------------------------------------------------------- MARKET DESCRIPTION SHARES VALUE (000) - -------------------------------------------------------------------------------- ICI Pakistan 31,000 $ 57 Pakistan State Oil 9,230 94 -------- 344 -------- PERU -- 2.5% Telefonica del Peru "B" 154,300 327 Credicorp* 38,084 695 Souther Peru Copper* 20,500 341 Telefonica del Peru "A" 157,600 337 -------- 1,700 -------- PHILIPPINES -- 3.0% Aboitiz Equity Ventures 1,389,000 287 Ayala Land "B" 81,300 111 Bacnotan Cement* 124,500 101 C & P Homes 83,000 64 DMCI Holdings 416,000 259 Fil-Estate Land 70,000 64 Filinvest Land 722,000 311 Keppel Philippine Holdings "B" 203,500 59 Manila Mining "B" 27,800,000 48 Metro Pacific 1,889,000 448 Philippine Long Distance 2,320 137 Philippine Long Distance ADR 1,880 111 -------- 2,000 -------- POLAND -- 0.1% Agros Holdings "C" 7,111 86 -------- PORTUGAL -- 4.0% Capital Portugal Fund 4,900 447 Cimentos de Portugal 29,650 542 Empresa Fabril de Maquinas Electricas 34,300 272 Portucel Industrial Empresa 89,000 494 Sonae Investimentos 41,760 941 -------- 2,696 -------- RUSSIA -- 0.4% Mosenergo ADS 33,700 240 -------- SOUTH AFRICA -- 7.3% Barlow 20,600 274 Clinic Holdings 319,400 380 Highstone Property Fund 665,200 258 Iscor 744,632 631 Lonrho 312,300 920 Malbak 68,390 402 Murray & Roberts 51,325 315 Pepsi International Africa 3,000 300 Randgold 47,000 201 Sasol 58,843 510 Servgro International 73,600 428 Waltons Stationary 84,500 279 -------- 4,898 --------
23 107 STATEMENT OF NET ASSETS/SCHEDULE OF INVESTMENTS ================================================================================ SEI INTERNATIONAL TRUST -- FEBRUARY 29, 1996 EMERGING MARKETS EQUITY PORTFOLIO--CONTINUED
- -------------------------------------------------------------------------------- MARKET DESCRIPTION SHARES VALUE (000) - -------------------------------------------------------------------------------- SOUTH KOREA -- 2.7% Korea Electric Power ADR 15,950 $ 387 Korea Fund 11,400 252 Korea Investment Fund 14,133 150 Korea Mobile Telephone GDR 10,300 484 Pohang Iron & Steel ADR 14,700 368 Samsung Electronics GDS 2,900 154 -------- 1,795 -------- TAIWAN -- 1.7% Advanced Semiconductors Engineering GDR 10,250 126 China Steel 10,000 156 ROC Taiwan Fund 27,400 264 Siliconware Precision GDR 10,300 145 Taiwan Equity Fund 32,200 318 Taiwan Fund 50 1 Yageo GDR 15,332 123 -------- 1,133 -------- THAILAND -- 3.9% Banpu Public "F" 5,400 148 Bangkok Bank SER 18,400 167 Bangkok Bank SER 2 60,800 550 Electric Generating "F"* 55,010 218 Land and House "F" 9,900 197 Phatra Thanakit SER 99,000 727 Regional Container "F" 14,700 175 Siam Cement 2,100 109 Thai Farmers Bank SER 36,100 267 United Communications 4,600 65 Wongpaitoon Footwear "F" 17,000 13 -------- 2,636 -------- TURKEY -- 1.6% Alarko 43,000 18 Cimentas 150,800 84 Erciyas Biracilik GDR 26,700 344 Koc Holdings 735,000 145 Tat Konservecili 471,300 328 Trakya Cam 1,380,000 188 -------- 1,107 -------- Total Foreign Common Stocks (Cost $55,077) 55,107 -------- FOREIGN PREFERRED STOCKS -- 12.6% BRAZIL -- 12.2% Banco Bradesco 134,143,979 1,519 Brahma 550,000 249 Cimento Itau 380,000 109 Coteminas 460,000 182
- -------------------------------------------------------------------------------- SHARES/FACE MARKET DESCRIPTION AMOUNT (000) VALUE (000) - -------------------------------------------------------------------------------- Electrobras "B" 6,596,000 $ 1,836 Lojas Renner 7,700,000 274 Marco Polo "B" 730,000 133 Schulz 1,200,000 33 Petrol Brasileiros 7,330,000 815 Randon Participacoes 146,500,000 106 Sadia Concordia 453,000 327 Telebras 20,709,000 1,088 Telemig "B" 2,900,000 194 Telerj 5,286,000 391 Vale Rio Doce 4,044,000 628 Weg 630,000 316 -------- 8,200 -------- PHILIPPINES -- 0.4% Philippine Long Distance 7,300 243 -------- Total Foreign Preferred Stocks (Cost $7,418) 8,443 -------- CONVERTIBLE BONDS -- 1.3% Bangkok Bank 3.250%, 03/03/04 150 169 Barlow 7.000%, 09/20/04 190 309 Ban Pu Coal 3.500%, 08/25/04 105 147 United Microelectronics 1.250%, 06/08/04 233 244 -------- Total Convertible Bonds (Cost $820) 869 -------- REPURCHASE AGREEMENT -- 6.2% State Street Bank 4.00%, dated 2/29/96, matures 3/1/96, repurchase price $4,198,000 (collateralized by U.S. Treasury Bond, maturity 2/15/23, interest rate 7.125%) 4,198 4,198 -------- Total Repurchase Agreement (Cost $4,198) 4,198 -------- Total Investments -- 102.1% (Cost $67,513) 68,617 -------- OTHER ASSETS AND LIABILITIES--(2.1%) Other Assets and Liabilities, Net (1,436) --------
24 108
- -------------------------------------------------------------------------------- FACE AMOUNT MARKET DESCRIPTION (000) VALUE (000) - -------------------------------------------------------------------------------- NET ASSETS: Portfolio shares of Class A (unlimited authorization -- no par value) based on 6,147,072 outstanding shares of beneficial interest $ 66,242 Accumulated net realized gain on investments 37 Net unrealized depreciation on forward foreign currency contracts, foreign currency and translation of other assets and liabilities in foreign currency (3) Net unrealized appreciation on investments 1,104 Accumulated net investment loss (199) -------- Total Net Assets:-- 100.0% $ 67,181 ======== Net Asset Value, Offering Price and Redemption Price Per Share -- Class A $ 10.93 ======== * NON-INCOME PRODUCING SECURITY ADR--AMERICAN DEPOSITORY RECEIPT ADS--AMERICAN DEPOSITORY SHARES GDR--GLOBAL DEPOSITORY RECEIPT GDS--GLOBAL DEPOSITORY SHARES INTERNATIONAL FIXED INCOME PORTFOLIO FOREIGN BONDS -- 84.0% AUSTRALIA -- 1.3% Australian Government 9.500%, 08/15/03 668 536 Queensland Treasury 8.000%, 08/14/01 756 567 -------- 1,103 -------- BELGIUM -- 4.0% Kingdom of Belgium 5.100%, 11/21/04 99,500 3,341 -------- CANADA -- 1.9% Canadian Government 6.500%, 06/01/04 750 515 9.000%, 06/01/25 1,345 1,080 -------- 1,595 -------- DENMARK -- 3.0% Kingdom of Denmark 9.000%, 11/15/98 395 75
- -------------------------------------------------------------------------------- FACE AMOUNT MARKET DESCRIPTION (000) VALUE (000) - -------------------------------------------------------------------------------- 8.000%, 11/15/01 2,580 $ 481 8.000%, 03/15/06 8,325 1,503 7.000%, 11/10/24 3,200 477 -------- 2,536 -------- FRANCE -- 10.5% French Treasury Bill 7.750%, 04/12/00 4,840 $ 1,035 Government of France 8.125%, 05/25/99 20,340 4,368 5.500%, 04/25/04 14,220 2,640 8.500%, 10/25/08 880 199 8.500%, 04/25/23 2,600 578 -------- 8,820 -------- GERMANY -- 19.3% Bundesschatzanweisungen 6.875%, 02/24/99 5,430 3,935 Deutschland Republic 6.250%, 01/04/24 1,070 641 German Unity Fund 8.500%, 02/20/01 8,770 6,739 KFW International Finance 6.625%, 04/15/03 1,140 788 Treuhandanstalt 6.500%, 04/23/03 6,060 4,200 -------- 16,303 -------- ITALY -- 6.3% Italian Government 8.500%, 08/01/99 2,670,000 1,663 9.500%, 01/01/05 3,485,000 2,144 10.500%, 09/01/05 2,320,000 1,514 -------- 5,321 -------- JAPAN -- 18.6% Asian Development Bank 5.000%, 02/05/03 257,000 2,723 Export-Import Bank 4.375%, 10/01/03 58,000 592 European Investment Bank 6.625%, 03/15/00 79,000 873 Japanese Development Bank 5.000%, 10/01/99 60,000 627 6.500%, 09/20/01 285,000 3,219 Republic of Austria 6.250%, 10/16/03 181,000 2,071 4.500%, 09/28/05 70,000 722 3.750%, 02/03/09 124,000 1,183 World Bank 4.500%, 06/20/00 318,100 3,293 4.500%, 03/20/03 39,800 413 -------- 15,716 --------
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THE FINANCIAL STATEMENTS. 25 109 SCHEDULE OF INVESTMENTS ================================================================================ SEI INTERNATIONAL TRUST -- FEBRUARY 29, 1996 INTERNATIONAL FIXED INCOME PORTFOLIO--CONCLUDED
- -------------------------------------------------------------------------------- FACE AMOUNT MARKET DESCRIPTION (000)(1) VALUE (000) - -------------------------------------------------------------------------------- NETHERLANDS -- 5.7% Kingdom of Netherlands 7.500%, 06/15/99 5,015 $ 3,288 5.750%, 01/15/04 2,630 1,553 -------- 4,841 -------- NORWAY -- 1.4% Government of Norway 7.000%, 05/31/01 5,110 831 9.500%, 10/31/02 1,700 308 -------- 1,139 -------- SPAIN -- 4.6% Kingdom of Spain 12.250%, 03/25/00 155,840 1,391 10.300%, 06/15/02 286,830 2,481 -------- 3,872 -------- SWEDEN -- 1.8% Kingdom of Sweden 10.250%, 05/05/03 3,100 501 Swedish Treasury Note 11.000%, 01/21/99 6,300 1,014 -------- 1,515 -------- UNITED KINGDOM -- 5.6% European Investment Bank 7.000%, 03/30/98 200 307 United Kingdom Conversion 9.500%, 04/18/05 85 143 United Kingdom Treasury 7.000%, 11/06/01 1,290 1,929 8.000%, 12/07/15 1,580 2,346 -------- 4,725 -------- Total Foreign Bonds (Cost $72,260) 70,827 --------
- -------------------------------------------------------------------------------- FACE AMOUNT MARKET DESCRIPTION (000)(1) VALUE (000) - -------------------------------------------------------------------------------- U.S. TREASURY OBLIGATIONS -- 9.4% United States Treasury Bill 0.000%, 05/02/96 7,500 $ 7,435 United States Treasury Bond 6.875%, 08/15/25 90 94 United States Treasury Note 5.875%, 11/15/05 100 98 5.250%, 01/31/01 190 186 United States Treasury STRIP Interest Only 02/15/04 230 142 ------- Total U.S. Treasury Obligations (Cost $7,969) 7,955 ------- Total Investments -- 93.4% (Cost $80,229) $78,782 =======
(1) IN LOCAL CURRENCY THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THE FINANCIAL STATEMENTS. 26 110 This Page Left Intentionally Blank 111 STATEMENT OF ASSETS AND LIABILITIES (000) ================================================================================ FEBRUARY 29, 1996
------------------ INTERNATIONAL FIXED INCOME ------------------ ASSETS: Investment securities (Cost $80,229) $78,782 Cash 2,112 Foreign currency (Cost $2,188) 2,175 Interest receivable 2,401 Investment securities sold 14,433 Unrealized gain on forward foreign currency contracts 591 Other assets 503 -------- Total Assets 100,997 -------- LIABILITIES: Investment securities purchased 4,688 Capital shares redeemed 11,878 Other liabilities 113 -------- Total Liabilities 16,679 -------- Net Assets $84,318 ======== NET ASSETS: Portfolio shares of Class A (unlimited authorization -- no par value) based on 7,832,978 outstanding shares of beneficial interest 85,549 Accumulated net realized gain on investments 770 Net unrealized appreciation on forward foreign currency contracts, foreign currencies and translation of other assets and liabilities denominated in foreign currencies 569 Net unrealized depreciation on investments (1,447) Accumulated net investment loss (1,123) -------- Net Assets $84,318 ======== NET ASSET VALUE, OFFERING AND REDEMPTION PRICE PER SHARE-- CLASS A $ 10.77 ========
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THE FINANCIAL STATEMENTS. 28 112 STATEMENT OF OPERATIONS (000) ================================================================================ FOR THE PERIOD ENDED FEBRUARY 29, 1996
------------- -------- -------- -------- ------------- PACIFIC EMERGING INTERNATIONAL INTERNATIONAL EUROPEAN BASIN MARKETS FIXED EQUITY EQUITY EQUITY EQUITY INCOME ------------- -------- -------- -------- -------------- INVESTMENT INCOME: Dividends $ 8,605 $ 1,303 $ 595 $ 338 $ -- Interest 351 197 125 192 3,605 Less: Foreign Taxes Withheld (853) (140) (64) (23) (78) -------- -------- -------- -------- -------- Total Investment Income 8,103 1,360 656 507 3,527 -------- -------- -------- -------- -------- EXPENSES: Management fees 1,431 380 354 201 372 Less management fees waived (119) (115) (148) (201) (140) Reimbursement by Manager -- -- -- (29) -- Investment advisory fees 1,524 225 237 297 186 Less investment advisory fees waived -- -- -- -- (31) Custodian/wire agent fees 339 72 70 227 69 Professional fees 58 15 13 14 16 Registration & filing fees 117 6 6 18 21 Printing fees 71 14 13 9 15 Trustee fees 32 5 4 2 5 Pricing fees 29 9 10 12 6 Distribution fees 502 79 74 26 92 Amortization of deferred organization costs 4 6 6 -- 8 Miscellaneous fees 8 4 1 1 (2) -------- -------- -------- -------- -------- Total Expenses 3,996 700 640 577 617 -------- -------- -------- -------- -------- NET INVESTMENT INCOME/(LOSS) 4,107 660 16 (70) 2,910 -------- -------- -------- -------- -------- NET REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS AND FOREIGN CURRENCY TRANSACTIONS: Net realized gain (loss) from security transactions 21,730 1,829 (688) 180 2,362 Net realized gain (loss) on forward foreign currency contracts and foreign currency transactions (983) 2 684 (125) 2,856 Net change in unrealized appreciation (depreciation) on forward foreign currency contracts, foreign currencies, and translation of other assets and liabilities denominated in foreign currencies 1,021 11 81 (2) 97 Net change in unrealized appreciation (depreciation) on investments 24,496 9,274 6,898 1,050 (2,509) -------- -------- -------- -------- -------- NET INCREASE IN NET ASSETS FROM OPERATIONS $ 50,371 $ 11,776 $ 6,991 $ 1,033 $ 5,716 ======== ======== ======== ======== ========
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THE FINANCIAL STATEMENTS. 29 113 STATEMENT OF CHANGES IN NET ASSETS (000) ================================================================================ FOR THE PERIODS ENDED FEBRUARY 29,
---------------------- ---------------------- ---------------------- PACIFIC INTERNATIONAL EUROPEAN BASIN EQUITY EQUITY EQUITY ---------------------- ---------------------- ---------------------- 1996 1995 1996 1995(2) 1996 1995(2) ---------------------- ---------------------- ---------------------- OPERATIONS: Net investment income (loss) $ 4,107 $ 6,137 $ 660 $ 211 $ 16 $ (81) Net realized gain (loss) from security transactions 21,730 36,204 1,829 (165) (688) (37) Net realized gain (loss) on forward foreign currency contracts and foreign currency transactions (983) (25,138) 2 (154) 684 (74) Net change in unrealized appreciation (depreciation) on forward foreign currency contracts, foreign currencies, and translation of other assets and liabilities denominated in foreign currencies 1,021 10,819 11 (13) 81 (81) Net change in unrealized appreciation (depreciation) on investments 24,496 (58,990) 9,274 125 6,898 (4,673) --------- --------- --------- --------- --------- --------- Net increase (decrease) in net assets from operations 50,371 (30,968) 11,776 4 6,991 (4,946) --------- --------- --------- --------- --------- --------- DIVIDENDS DISTRIBUTED FROM: Net investment income: Class A (5,932) -- (553) (165) (782) -- Class D (3) -- -- -- -- -- Net realized gains: Class A (28,871) (23,038) -- -- -- -- Class D (17) (2) -- -- -- -- --------- --------- --------- --------- --------- --------- Total dividends distributed (34,823) (23,040) (553) (165) (782) -- --------- --------- --------- --------- --------- --------- CAPITAL SHARE TRANSACTIONS(1): Class A: Proceeds from shares issued 203,255 340,533 48,078 41,513 67,638 49,353 Shares issued in lieu of cash distributions 20,015 14,427 494 144 694 -- Cost of shares repurchased (219,674) (475,951) (17,952) (5,218) (38,528) (11,359) --------- --------- --------- --------- --------- --------- Increase (decrease) in net assets derived from Class A 3,596 (120,991) 30,620 36,439 29,804 37,994 --------- --------- --------- --------- --------- --------- Class D: Proceeds from shares issued 146 53 -- -- -- -- Shares issued in lieu of cash distributions 19 2 -- -- -- -- Cost of shares repurchased (18) -- -- -- -- -- --------- --------- --------- --------- --------- --------- Increase in net assets derived from Class D 147 55 -- -- -- -- --------- --------- --------- --------- --------- --------- INCREASE (DECREASE) IN NET ASSETS DERIVED FROM CAPITAL SHARE TRANSACTIONS 3,743 (120,936) 30,620 36,439 29,804 37,994 --------- --------- --------- --------- --------- --------- Net increase (decrease) in net assets 19,291 (174,944) 41,843 36,278 36,013 33,048 NET ASSETS: Beginning of period 328,554 503,498 36,278 -- 33,048 -- --------- --------- --------- --------- --------- --------- End of period $ 347,845 $ 328,554 $ 78,121 $ 36,278 $ 69,061 $ 33,048 ========= ========= ========= ========= ========= ========= (1) CAPITAL SHARE TRANSACTIONS: Class A: Shares issued 20,144 32,225 4,241 4,171 7,275 5,018 Shares issued in lieu of cash distributions 2,037 1,437 41 15 -- -- Shares repurchased (21,676) (45,194) (1,599) (523) (4,144) (1,234) --------- --------- --------- --------- --------- --------- Total Class A transactions 505 (11,532) 2,683 3,663 3,131 3,784 --------- --------- --------- --------- --------- --------- Class D: Shares issued 15 5 -- -- -- -- Shares issued in lieu of cash distributions 2 -- -- -- -- -- Shares repurchased (2) -- -- -- -- -- --------- --------- --------- --------- --------- --------- Total Class D transactions 15 5 -- -- -- -- --------- --------- --------- --------- --------- --------- Net increase (decrease) in capital shares 520 (11,527) 2,683 3,663 3,131 3,784 ========= ========= ========= ========= ========= =========
---------------------- ---------------------- EMERGING INTERNATIONAL MARKETS FIXED EQUITY INCOME ---------------------- ---------------------- 1996 1995(3) 1996 1995 ---------------------- ---------------------- OPERATIONS: Net investment income (loss) $ (70) $ 6 $ 2,910 $ 1,603 Net realized gain (loss) from security transactions 180 -- 2,362 (927) Net realized gain (loss) on forward foreign currency contracts and foreign currency transactions (125) 1 2,856 670 Net change in unrealized appreciation (depreciation) on forward foreign currency contracts, foreign currencies, and translation of other assets and liabilities denominated in foreign currencies (2) (1) 97 313 Net change in unrealized appreciation (depreciation) on investments 1,050 54 (2,509) 1,420 --------- --------- --------- --------- Net increase (decrease) in net assets from operations 1,033 60 5,716 3,079 --------- --------- --------- --------- DIVIDENDS DISTRIBUTED FROM: Net investment income: Class A (11) -- (6,969) (2,335) Class D -- -- -- -- Net realized gains: Class A (143) -- (665) (67) Class D -- -- -- -- --------- --------- --------- --------- Total dividends distributed (154) -- (7,634) (2,402) --------- --------- --------- --------- CAPITAL SHARE TRANSACTIONS(1): Class A: Proceeds from shares issued 64,401 5,264 70,012 36,006 Shares issued in lieu of cash distributions 148 -- 6,218 1,486 Cost of shares repurchased (3,547) (24) (32,574) (19,267) --------- --------- --------- --------- Increase (decrease) in net assets derived from Class A 61,002 5,240 43,656 18,225 --------- --------- --------- --------- Class D: Proceeds from shares issued -- -- -- -- Shares issued in lieu of cash distributions -- -- -- -- Cost of shares repurchased -- -- -- -- --------- --------- --------- --------- Increase in net assets derived from Class D -- -- -- -- --------- --------- --------- --------- INCREASE (DECREASE) IN NET ASSETS DERIVED FROM CAPITAL SHARE TRANSACTIONS 61,002 5,240 43,656 18,225 --------- --------- --------- --------- Net increase (decrease) in net assets 61,881 5,300 41,738 18,902 NET ASSETS: Beginning of period 5,300 -- 42,580 23,678 --------- --------- --------- --------- End of period $ 67,181 $ 5,300 $ 84,318 $ 42,580 ========= ========= ========= ========= (1) CAPITAL SHARE TRANSACTIONS: Class A: Shares issued 5,959 518 6,081 3,504 Shares issued in lieu of cash distributions 1 -- 559 150 Shares repurchased (329) (2) (2,894) (1,882) --------- --------- --------- --------- Total Class A transactions 5,631 516 3,746 1,772 --------- --------- --------- --------- Class D: Shares issued -- -- -- -- Shares issued in lieu of cash distributions -- -- -- -- Shares repurchased -- -- -- -- --------- --------- --------- --------- Total Class D transactions -- -- -- -- --------- --------- --------- --------- Net increase (decrease) in capital shares 5,631 516 3,746 1,772 ========= ========= ========= ========= (2) EUROPEAN EQUITY AND PACIFIC BASIN EQUITY COMMENCED OPERATIONS ON APRIL 29, 1994. (3) EMERGING MARKETS EQUITY COMMENCED OPERATIONS ON JANUARY 17, 1995.
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THE FINANCIAL STATEMENTS. 30 114 FINANCIAL HIGHLIGHTS ================================================================================ FOR THE PERIODS ENDED FEBRUARY 29, FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD
NET ASSET DISTRIBUTIONS DISTRIBUTIONS VALUE NET NET REALIZED AND FROM NET FROM NET ASSET NET ASSETS BEGINNING INVESTMENT UNREALIZED INVESTMENT REALIZED CAPITAL RETURN VALUE END TOTAL END OF OF PERIOD INCOME/(LOSS) GAINS/(LOSSES) INCOME (6) GAINS OF CAPITAL OF PERIOD RETURN PERIOD (000) - -------------------------------------------------------------------------------------------------------------------------------- - -------------------------------------------------------------------------------------------------------------------------------- INTERNATIONAL EQUITY PORTFOLIO - -------------------------------------------------------------------------------------------------------------------------------- CLASS A 1996 $ 9.59 $ 0.14 $ 1.45 $(0.19) $(0.99) $-- $10.00 17.30% $347,646 1995 11.00 0.15 (0.97) -- (0.59) -- 9.59 (7.67) 328,503 1994 8.93 0.13 2.05 (0.11) -- -- 11.00 24.44 503,498 1993 9.09 0.16 0.04 (0.36) -- -- 8.93 2.17 178,287 1992 9.56 0.19 (0.36) (0.30) -- -- 9.09 (1.63) 92,456 1991 9.62 0.18 (0.14) -- (0.01) $(0.09) 9.65 0.36 35,829 CLASS D 1996 $ 9.56 $ 0.04 $ 1.50 $(0.18) $(0.99) -- $ 9.93 16.77% $ 199 1995(1) 10.81 0.01 (0.67) -- (0.59) -- 9.56 (6.33) 51 - -------------------------------------------------------------------------------------------------------------------------------- EUROPEAN EQUITY PORTFOLIO - -------------------------------------------------------------------------------------------------------------------------------- CLASS A 1996 $ 9.90 $ 0.11 $ 2.39 $(0.10) $-- $-- $12.30 25.15% $ 78,121 1995(2) 10.00 0.06 (0.11) (0.05) -- -- 9.90 (0.40) 36,278 - -------------------------------------------------------------------------------------------------------------------------------- PACIFIC BASIN EQUITY PORTFOLIO - -------------------------------------------------------------------------------------------------------------------------------- CLASS A 1996 $ 8.73 $ 0.03 $ 1.36 $(0.13) $-- $-- $ 9.99 15.96% $ 69,061 1995(3) 10.00 (0.02) (1.25) -- -- -- 8.73 (12.70) 33,048 - -------------------------------------------------------------------------------------------------------------------------------- EMERGING MARKETS EQUITY PORTFOLIO - -------------------------------------------------------------------------------------------------------------------------------- CLASS A 1996 $10.27 $(0.02) $ 0.72 $ -- $(0.04) $-- $10.93 6.83% $ 67,181 1995(4) 10.00 0.01 0.26 -- -- -- 10.27 2.70 5,300 - -------------------------------------------------------------------------------------------------------------------------------- INTERNATIONAL FIXED INCOME PORTFOLIO - -------------------------------------------------------------------------------------------------------------------------------- CLASS A 1996 $10.42 $ 0.58 $ 0.89 $(1.02) $(0.10) $-- $10.77 13.96% $ 84,318 1995 10.23 0.43 0.40 (0.62) (0.02) -- 10.42 8.43 42,580 1994(5) 10.00 0.14 0.18 (0.09) -- -- 10.23 6.41 23,678
RATIO OF RATIO OF NET INVESTMENT RATIO OF EXPENSES INCOME/(LOSS) RATIO OF NET INVESTMENT TO AVERAGE TO AVERAGE EXPENSES INCOME/(LOSS) NET ASSETS NET ASSETS PORTFOLIO TO AVERAGE TO AVERAGE (EXCLUDING (EXCLUDING TURNOVER NET ASSETS NET ASSETS WAIVERS) WAIVERS) RATE - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- INTERNATIONAL EQUITY PORTFOLIO - -------------------------------------------------------------------------------- CLASS A 1996 1.25% 1.29% 1.29% 1.25% 102% 1995 1.19 1.30 1.21 1.28 64 1994 1.10 1.46 1.24 1.32 19 1993 1.10 1.80 1.53 1.37 23 1992 1.10 2.07 1.52 1.63 79 1991 1.10 3.52 1.64 2.98 14 CLASS D 1996 1.65% 0.58% 1.90% 0.33% 102% 1995(1) 1.47 0.42 1.48 0.41 64 - -------------------------------------------------------------------------------- EUROPEAN EQUITY PORTFOLIO - -------------------------------------------------------------------------------- CLASS A 1996 1.30% 1.23% 1.51% 1.02% 48% 1995(2) 1.30 1.02 1.57 0.75 29 - -------------------------------------------------------------------------------- PACIFIC BASIN EQUITY PORTFOLIO - -------------------------------------------------------------------------------- CLASS A 1996 1.30% 0.03% 1.60% (0.27)% 41% 1995(3) 1.30 (0.41) 1.68 (0.79) 9 - -------------------------------------------------------------------------------- EMERGING MARKETS EQUITY PORTFOLIO - -------------------------------------------------------------------------------- CLASS A 1996 1.95% (0.23)% 2.72% (1.00)% 104% 1995(4) 1.95 1.79 4.98 (1.24) -- - -------------------------------------------------------------------------------- INTERNATIONAL FIXED INCOME PORTFOLIO - -------------------------------------------------------------------------------- CLASS A 1996 1.00% 4.70% 1.27% 4.43% 269% 1995 1.00 4.68 1.30 4.38 303 1994(5) 1.00 3.81 1.61 3.20 126
(1) INTERNATIONAL EQUITY CLASS D SHARES WERE OFFERED BEGINNING MAY 1, 1994. ALL RATIOS FOR THAT PERIOD HAVE BEEN ANNUALIZED. (2) EUROPEAN EQUITY CLASS A SHARES WERE OFFERED BEGINNING APRIL 29, 1994. ALL RATIOS FOR THAT PERIOD HAVE BEEN ANNUALIZED. (3) PACIFIC BASIN EQUITY CLASS A SHARES WERE OFFERED BEGINNING APRIL 29, 1994. ALL RATIOS FOR THAT PERIOD HAVE BEEN ANNUALIZED. (4) EMERGING MARKETS EQUITY CLASS A SHARES WERE OFFERED BEGINNING JANUARY 17, 1995. ALL RATIOS FOR THAT PERIOD HAVE BEEN ANNUALIZED. (5) INTERNATIONAL FIXED INCOME CLASS A SHARES WERE OFFERED BEGINNING SEPTEMBER 1, 1993. ALL RATIOS FOR THAT PERIOD HAVE BEEN ANNUALIZED. (6) DISTRIBUTIONS FROM NET INVESTMENT INCOME INCLUDE DISTRIBUTIONS OF CERTAIN FOREIGN CURRENCY GAINS AND LOSSES. THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THE FINANCIAL STATEMENTS. 31 115 NOTES TO FINANCIAL STATEMENTS ================================================================================ FEBRUARY 29, 1996 1. ORGANIZATION SEI International Trust, (the "Trust") was organized as a Massachusetts business trust under a Declaration of Trust dated June 30, 1988. The operations of the Trust commenced on December 20, 1989. The Trust is registered under the Investment Company Act of 1940, as amended, as an open-end investment management company with five portfolios: the International Equity Portfolio (formerly the Core International Equity Portfolio), the European Equity Portfolio, the Pacific Basin Equity Portfolio, the Emerging Markets Equity Portfolio and the International Fixed Income Portfolio (together the "Portfolios"). The Trust's prospectus provides a description of each Funds investment objectives, policies, and strategies. The Trust is registered to offer Class A and Class D Fund shares of each of the Portfolios. 2. SIGNIFICANT ACCOUNTING POLICIES The following is a summary of significant accounting policies followed by the Portfolios in the preparation of the financial statements. The policies are in conformity with generally accepted accounting principles. The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts and disclosures in the financial statements. Actual results could differ from those estimates. SECURITY VALUATION -- Investment securities which are listed on a securities exchange for which market quotations are readily available are valued by an independent pricing service at the last quoted sales price for such securities, or if there is no such reported sale on the valuation date, at the most recent quoted bid price. Unlisted securities for which market quotations are readily available are valued at the most recent quoted bid price. Debt obligations sixty days or less remaining until maturity are valued at amortized cost which approximates market value. FEDERAL INCOME TAXES -- It is the intention of each Portfolio to continue to qualify as a regulated investment company and to distribute all of its taxable income. Accordingly, no provision for Federal income taxes is required in the financial statements. The Portfolios may be subject to taxes imposed by countries in which they invest with respect to their investments in issuers existing or operating in such countries. Such taxes are generally based on either income earned or repatriated. The Portfolios accrue such taxes when the related income is earned. NET ASSET VALUE PER SHARE -- The net asset value per share of each Portfolio is calculated on each business day. It is computed by dividing the assets of the portfolio, less its liabilities, by the number of outstanding shares of the portfolio. REPURCHASE AGREEMENTS -- Securities pledged as collateral for repurchase agreements are held by the custodian bank until maturity of the repurchase agreements. Provisions of the repurchase agreements and procedures adopted by the Trust require that the market value of the collateral, including accrued interest thereon, is sufficient in the event of default by the counterparty. The Portfolios may also invest in tri-party repurchase agreements. Securities held as collateral for tri-party repurchase agreements are maintained in a segregated account by the broker's custodian bank until maturity of the repurchase agreement. Provisions of the agreements require that the market value of the collateral, including accrued interest thereon, is sufficient in the event of default by the counterparty of the Portfolio. If the counterparty defaults and the value of the collateral declines or if the counterparty enters an insolvency proceeding, realization of the collateral by the Portfolio may be delayed or limited. FOREIGN CURRENCY TRANSLATION -- The books and records of the Portfolios are maintained in U.S. dollars. Foreign currency amounts are translated into U.S. dollars on the following bases: (I) market value of investment securities, other assets and liabilities at the current rate of exchange; and (II) purchases and sales of investment securities, income and expenses at the relevant rates of exchange prevailing on the respective dates of such transactions. The Portfolios do not isolate that portion of gains and losses on investment securities which is due to changes in the foreign exchange rates from that which is due to changes in market prices of such securities. 32 116 The Portfolios do isolate the effect of fluctuations in foreign currency rates when determining the gain or loss upon sale or maturity of foreign currency denominated debt obligations pursuant to the Federal income tax regulations. Such amounts are categorized as foreign currency gain or loss for both financial reporting and income tax reporting purposes. The Portfolios report gains and losses on foreign currency related transactions as realized and unrealized gains and losses for financial reporting purposes, whereas such gains and losses are treated as ordinary income or loss for Federal income tax purposes. FORWARD FOREIGN CURRENCY CONTRACTS -- The portfolios enter into forward foreign currency contracts as hedges against either specific transactions or portfolio positions. The aggregate principal amounts of the contracts are not recorded as the Portfolios do not intend to hold the contracts to maturity. All commitments are "marked-to-market" daily at the applicable foreign exchange rate and any resulting unrealized gains or losses are recorded currently. The Portfolios realize gains and losses at the time forward contracts are extinguished. Unrealized gains or losses on outstanding positions in forward foreign currency contracts held at the close of the year are recognized as ordinary income or loss for federal income tax purposes. FOREIGN CURRENCY OPTIONS -- Premiums paid by a portfolio for the purchase of an option are included in the portfolio's Schedule of Investments as an investment and subsequently "marked-to-market" to reflect the current value of the option. For an option held by a portfolio on the stipulated expiration date, the portfolio realizes a gain or loss. If the portfolio enters into a closing sale transaction, it realizes a gain or loss, depending on whether the proceeds from the sale are greater or less than the cost of the purchased option. If the portfolio exercises a purchased call option, the cost of the underlying investment which the fund purchases upon exercise will be increased by the premium originally paid. CLASSES -- Class-specific expenses are borne by that class. Income, expenses, and realized and unrealized gains/losses are allocated to the respective classes on the basis of relative daily net assets. EXPENSES -- Expenses that are directly related to one of the Portfolios are charged directly to that Portfolio. Other operating expenses of the Portfolios are prorated to the Portfolios on the basis of relative net assets. DISTRIBUTIONS -- Distributions from net investment income and net realized capital gains are determined in accordance with U.S. Federal income tax regulations, which may differ from those amounts determined under generally accepted accounting principles. These book/tax differences are either temporary or permanent in nature. To the extent these differences are permanent, they are charged or credited to paid in capital in the period that the difference arises. Accordingly, for the International Equity Portfolio, $20,000 was reclassified from accumulated net realized gain on investments to undistributed net investment income; and $9,798,000 was reclassified from paid in capital to accumulated net realized gain on foreign currency transactions. In addition, the following permanent differences primarily attributable to realized foreign exchange gains and losses, have been reclassified from accumulated net realized gain (loss) on foreign currency transactions to undistributed net investment income:
(000) -------- International Equity $ 100 European Equity (96) Pacific Basin Equity 757 Emerging Markets Equity (124) International Fixed Income 2,482
These reclassifications have no effect on net assets or net asset values per share. OTHER -- Security transactions are accounted for on the trade date of the security purchase or sale. Costs used in determining net realized capital gains and losses on the sale of investments securities are those of the specific securities sold. Purchase discounts and premiums on securities held by the Portfolio are accreted and amortized to maturity using the scientific interest method, which approximates the effective interest method. Dividend income is recognized on the ex-dividend date and interest income is recognized using the accrual method. 33 117 NOTES TO FINANCIAL STATEMENTS ================================================================================ FEBRUARY 29, 1996 3. MANAGEMENT, INVESTMENT ADVISORY AND DISTRIBUTION AGREEMENTS SEI Financial Management Corporation (the "Manager"), a wholly owned subsidiary of SEI Corporation, and the Trust are parties to a management agreement dated August 30, 1988, under which the Manager provides management, administrative and shareholder services to the Fund for an annual fee equal to .45% of the average daily net assets of the International Equity Portfolio, .60% of the average daily net assets of the International Fixed Income Portfolio, .65% of the average daily net assets of the European Equity, Pacific Basin Equity and Emerging Markets Equity Portfolios. The Manager has voluntarily agreed to waive all or a portion of its fees and, if necessary, reimburse other operating expenses in order to limit the operating expenses of each Portfolio. SEI Financial Management Corporation (SFM) acts as the investment advisor for the International Equity, European Equity, Pacific Basin and the Emerging Markets Equity Portfolios. Under the Investment Advisory Agreement, SFM receives an annual fee of .475% of the average daily net assets of the International Equity and European Equity Portfolios, .55% of the Pacific Basin Equity Portfolio's average daily net assets and 1.05% of the average daily net assets of the Emerging Markets Equity Portfolio. Pursuant to a Sub-Advisory Agreement with SFM, Acadian Asset Management , Inc. serves as Sub-Advisor to the International Equity Portfolio, Montgomery Asset Management, L.P. serves as Sub-Advisor to the Emerging Markets Equity Portfolio, Morgan Grenfell Investment Services Limited serves as Sub-Advisor to the European Equity Portfolio, and Schroder Capital Management International Limited serves as Sub-Advisor to the Pacific Basin Equity Portfolio. Strategic Fixed Income, L.P., the advisor for the International Fixed Income Portfolio, is a party to an investment advisory agreement with the Trust dated June 15, 1993. Under the investment advisory agreement, Strategic Fixed Income, L.P. receives an annual fee of .30% of the average daily net assets of the Portfolio. Strategic Fixed Income, L.P. has voluntarily agreed to waive all or a portion of its fee, in conjunction with the Manager, in order to limit the total operating expenses of the Portfolio. SEI Financial Services Company (the "Distributor"), a wholly-owned subsidiary of SEI Corporation and a registered broker-dealer, acts as the distributor of the shares of the Trust under distribution plans which provide for the Trust to reimburse the Distributor for certain distribution-related expenses incurred by the Distributor. Such expenses may not exceed .30% of the average daily net assets of a Portfolio, provided those expenses are permissible as to both type and amount under a budget approved and monitored by the Board of Trustees. In addition to providing for the reimbursement payments described above, the Class D distribution plan provides for an additional payment to the Distributor. This additional payment may be used to compensate financial institutions that provide distribution-related services to their customers. The total amount of distribution-related expenses for the Class D shares of the Portfolios may not exceed .60% Certain Officers and/or Trustees of the Trust are also Officers and/or Directors of the Manager. Compensation of Officers and affiliated Trustees is paid by the Manager. 4. ORGANIZATIONAL COSTS Organizational costs have been capitalized by the Portfolio and are being amortized using the straight line method over sixty months beginning with the commencement of operations. In the event any of the initial shares of the Portfolio acquired by the Manager are redeemed during the period that the Portfolio is amortizing its organizational costs, the redemption proceeds payable to the Manager by the Portfolio will be reduced by an amount equal to a pro rata portion of the unamortized organizational costs. 34 118 5. FORWARD FOREIGN CURRENCY CONTRACTS The Portfolios enter into forward foreign currency exchange contracts as hedges against portfolio positions. Such contracts, which are designed to protect the value of the Portfolio's investment securities against a decline in the value of the hedged currency, do not eliminate fluctuations in the underlying prices of the securities; they simply establish an exchange rate at a future date. Also, although such contracts tend to minimize risk of loss due to a decline in the value of a hedged currency, at the same time they tend to limit any potential gain that might be realized should the value of such foreign currency increase. The following forward foreign currency contracts were outstanding at February 29, 1996:
IN UNREALIZED MATURITY CONTRACTS TO EXCHANGE APPRECIATION DATES DELIVER/RECEIVE FOR (DEPRECIATION) - ----------------- --------------- ------------ -------------- INTERNATIONAL EQUITY PORTFOLIO: - --------------------------------------------------------------- FOREIGN CURRENCY SALES: 03/04/96 CH 550,000 $ 458,984 $ (727) 03/04/96 UK 1,375,000 2,105,666 (2,604) 03/04/96 SD 494,000 349,933 (198) ------------ --------- $ 2,914,583 $ (3,529) ------------ --------- FOREIGN CURRENCY PURCHASE: 03/04/96 J(YEN) 102,786,000 $ 978,914 $ 1,871 ============ --------- $ (1,658) =========
EUROPEAN EQUITY PORTFOLIO: - --------------------------------------------------------------- FOREIGN CURRENCY SALES: 03/04/96 AD 15,607,872 $ 1,509,757 $ 14,226 03/05/96 UK 8,210 12,572 10 ------------ --------- $ 1,522,329 $ 14,236 ------------ --------- FOREIGN CURRENCY PURCHASE: 03/04/96 UK 19,133 $ 29,301 $ (138) ============ --------- $ 14,098 =========
PACIFIC BASIN EQUITY PORTFOLIO: - ---------------------------------------------------------------- FOREIGN CURRENCY PURCHASES: 03/01/96 J(YEN)20,572,279 $ 195,926 $ (1,277) 03/04/96 J(YEN)14,411,250 137,250 (935) --------- --------- $ 331,176 $ (2,212) ========= =========
INTERNATIONAL FIXED INCOME PORTFOLIO: - ------------------------------------------------------------------- FOREIGN CURRENCY SALES: 03/07/96-04/18/96 AD 5,546,065 $ 4,230,883 $ (135,174) 03/07/96-06/20/96 BF 152,350,955 5,046,272 63,413 03/07/96-06/20/96 DM 83,734,299 57,144,793 621,708 03/07/96-06/20/96 DK 73,323,542 11,801,933 163,300 03/07/96-06/20/96 SP 818,162,585 6,580,800 (14,143) 03/07/96-06/20/96 FF 154,177,096 30,646,455 115,681 03/07/96-06/20/96 UK 29,263,889 44,640,251 209,401 03/07/96-06/20/96 IT 26,981,157,758 17,212,265 (346,437) 03/07/96-06/20/96 J(YEN) 7,339,125,890 70,259,126 1,071,672 03/07/96-04/18/96 NG 11,083,832 6,750,471 113,126 03/07/96-06/20/96 SK 42,221,800 6,241,041 (31,220) 03/21/96-06/20/96 CD 1,809,777 1,318,588 4,065 03/21/96-06/20/96 CH 11,306,282 9,473,752 246,399 03/07/96-06/30/96 NK 10,659,774 1,665,604 5,905 03/21/96-04/18/96 NZ 2,343,965 1,573,642 (62,865) 03/21/96 XE 2,612,071 3,288,686 15,583 ------------ ---------- $227,874,562 $2,040,414 ============ ---------- FOREIGN CURRENCY PURCHASES: 03/01/96-06/20/96 DM 102,395,680 $ 69,876,627 $ (725,380) 03/01/96-06/20/96 IT 33,654,133,466 21,482,184 408,728 03/07/96-06/20/96 SP 989,829,153 7,954,100 (8,229) 03/07/96-06/20/96 FF 92,756,114 17,259,873 (100,772) 03/20/96-06/20/96 UK 25,679,764 39,159,074 (186,210) 03/21/96-06/20/96 AD 5,562,691 4,236,739 110,207 03/21/96 BF 35,584,710 1,178,417 (25,447) 03/21/96-04/18/96 CD 1,917,062 1,396,787 1,422 03/21/96-04/18/96 CH 7,282,316 6,088,361 (211,696) 03/21/96-06/20/96 DK 77,895,650 13,730,158 (124,980) 03/21/96-06/20/96 J(YEN) 7,849,179,736 75,295,977 (496,309) 03/21/96-06/20/96 NG 6,625,870 4,040,839 (19,558) 03/21/96 NK 13,549,314 2,117,001 (12,464) 03/21/96-04/18/96 NZ 2,339,201 1,567,900 45,260 03/21/96-06/20/96 SK 39,672,300 5,870,231 (61,505) 03/21/96 XE 2,909,062 3,662,607 (42,664) ------------ ----------- $274,916,875 $(1,449,597) ============ ----------- $ 590,817 ============
CURRENCY LEGEND AD Australian Dollar MR Malaysian Ringgitt BF Belgian Franc NG Netherlands Guilder CD Canadian Dollar NK Norwegian Kroner CH Swiss Frank NZ New Zealand Dollar DK Danish Kroner SD Singapore Dollar DM German Mark SK Swedish Krona FF French Franc SP Spanish Peseta IT Italian Lira UK British Pounds Sterling J(YEN) Japanese Yen XE European Currency Unit 35 119 NOTES TO FINANCIAL STATEMENTS (Concluded) ================================================================================ FEBRUARY 29, 1996 6. INVESTMENT TRANSACTIONS The cost of security purchases and the proceeds from the sale of securities, other than short-term investments and U.S. government securities, during the period ended February 29, 1996, were as follows:
PURCHASES SALES (000) (000) --------- -------- International Equity Portfolio $313,924 $355,100 European Equity Portfolio 41,082 24,083 Pacific Basin Equity Portfolio 48,305 19,295 Emerging Markets Equity Portfolio 86,563 28,557 International Fixed Income Portfolio 199,208 156,257
For Federal income tax purposes, the cost of securities owned at February 29, 1996 and the net realized gains or losses on securities sold for the period then ended was not materially different from the amounts reported for financial reporting purposes. The aggregate gross unrealized appreciation and depreciation at February 29, 1996 for the Portfolios is as follows:
NET UNREALIZED APPRECIATED DEPRECIATED APPRECIATION/ SECURITIES SECURITIES (DEPRECIATION) (000) (000) (000) ----------- ----------- ------------- International Equity Portfolio $33,410 $7,085 $26,325 European Equity Portfolio 10,299 900 9,399 Pacific Basin Equity Portfolio 3,748 1,523 2,225 Emerging Markets Equity Portfolio 3,849 2,745 1,104 International Fixed Income Portfolio 574 2,021 (1,447)
At February 29, 1996 the Pacific Basin Equity Portfolio had available realized capital losses to offset future net capital gains of $23,000 and $259,000 expiring at the fiscal year ending 2003 and 2004, respectively. Under current tax law, capital losses realized after October 31 may be deferred and treated as occurring on the first day of the following fiscal year. The Pacific Basin Equity Portfolio had deferred losses of $427,000 which will be treated as arising on the first day of the fiscal year ending February 28, 1997. 7. CONCENTRATION OF RISKS Each Portfolio invests in securities of foreign issuers in various countries. These investments may involve certain considerations and risks not typically associated with investments in the United States, as a result of, among other factors, the possibility of future political and economic developments and the level of governmental supervision and regulation of securities markets in the respective countries. The International Fixed Income Portfolio invests in debt securities, the market value of which may change in response to interest rate changes. Also, the ability of the issuers of debt securities held by the Portfolio to meet their obligations may be a affected by economic and political developments in a specific country, industry or region. 8. SUBSEQUENT EVENT Effective March 25, 1996, all the assets and liabilities of the European Equity Portfolio and Pacific Basin Portfolio were trasferred to the International Equity Portfolio in a tax-free reorganization pursuant to a Reorganization Agreement approved by the shareholders. The net asset value of the European Equity and Pacific Basin Portfolios of $81,709,082 and $68,655,364, respectively, were transferred to the International Equity Portfolio, in exchange for 8,126,302 and 6,828,057 shares of the International Equity Portfolio; those shares were then distributed to shareholders in liquidation of the European Equity and Pacific Basin Equity Portfolios. 36 120 PART C: OTHER INFORMATION ITEM 24. Financial Statements and Exhibits: (a) Financial Statements 1. The Registrant's audited financial statements for the International Equity Portfolio (formerly the Core International Equity Portfolio), European Equity Portfolio, Pacific Basin Equity Portfolio, Emerging Markets Equity Portfolio and International Fixed Income Portfolio for the fiscal year ended February 29, 1996, including Price Waterhouse LLP's report thereon, included in the Statement of Additional Information, filed as part of this Post-Effective Amendment No. 21 to the Registrant's Registration Statement on Form N-1A (File No. 33-22821) as filed with the Securities and Exchange Commission on April 25, 1996, are filed herein.
(b) Exhibits (1) Agreement and Declaration of Trust(1) (2) By-Laws(1) (3) Not Applicable (4) Not Applicable (5)(a) Management Agreement between Registrant and SEI Financial Management Company(2) (5)(b) Form of Investment Advisory Agreement between Registrant and Brinson Partners, Inc.(4) (5)(c) Form of Investment Advisory Agreement between Registrant and Strategic Fixed Income L.P.(6) (5)(d) Schedule C to Management Agreement between Registrant and SEI Financial Management Company adding the International Fixed Income Portfolio(8) (5)(e) Form of Investment Advisory Agreement between Registrant and Morgan Grenfell Investment Services Ltd.(10) (5)(f) Form of Investment Advisory Agreement between Registrant and Schroder Capital Management International Limited(10) (5)(g) Form of Investment Advisory Agreement between Registrant and SEI Financial Management Corporation.(12) (5)(h) Form of Investment Sub-Advisory Agreement between Registrant and Strategic Fixed Income L.P.(12) (5)(i) Form of Investment Sub-Advisory Agreement between Registrant and Morgan Grenfell Investment Services Ltd.(12) (5)(j) Form of Investment Sub-Advisory Agreement between Registrant and Schroder Capital Management International Limited(12) (5)(k) Investment Sub-Advisory Agreement between Registrant and Montgomery Asset Management L.P.(12) (5)(l) Investment Sub-Advisory Agreement between Registrant and Acadian Asset Management, Inc.(12) (5)(m) Investment Sub-Advisory Agreement between Registrant and WorldInvest Limited.(12) (5)(n) Form of Investment Sub-Advisory Agreement between SEI Financial Management Corporation and Schroder Capital Management International Limited.* (5)(o) Investment Sub-Advisory Agreement between SEI Financial Management Corporation and Morgan Grenfell Investment Services Limited.* (5)(p) Investment Sub-Advisory Agreement between SEI Financial Management Corporation and Acadian Asset Management, Inc.* (5)(q) Investment Advisory Agreement between Registrant and SEI Financial Management Corporation.* (6) Distribution Agreement between Registrant and SEI Financial Services Company(2) (7) Not Applicable (8)(a) Custodian Agreement between Registrant and State Street Bank and Trust Company(3)
121 (8)(b) Form of Custodian Agreement between Registrant and The Chase Manhattan Bank, N.A.(7) (9) Not Applicable (10) Opinion and Consent of Counsel(2) (11) Consent of Independent Accountants* (12) Not Applicable (13) Not Applicable (14) Not Applicable (15)(a) Distribution Plan (Class D)(8) (15)(b) Form of Distribution Plan (Core International Equity Portfolio Class A)(9) (15)(c) Form of Distribution Plan (International Fixed Income Portfolio)(9) (15)(d) Rule 18f-3 Multiple Class Plan(13) (16) Performance Quotation Computation(5) (18) Amendment No. 1 to Rule 18f-3 Multiple Class Plan relating to Class A and D shares.* (24) Powers of Attorney for Edward W. Binshadler, Richard F. Blanchard, Jeffrey A. Cohen, William M. Doran, F. Wendell Gooch, David G. Lee, Frank E. Morris, Robert A. Nesher, Carmen V. Romeo and James M. Storey(11) ----------------- * Filed herewith (1) Incorporated herein by reference to Registrant's Registration Statement on Form N-1A (File No. 33- 22821) filed with the Securities and Exchange Commission ("SEC") on June 30, 1988 (2) Incorporated herein by reference to Pre-Effective Amendment No. 1 to Registrant's Registration Statement on Form N-1A (File No. 33-22821), filed with the SEC on August 30, 1988 (3) Incorporated herein by reference to Item (8) of Part C of Post-Effective Amendment No. 1 to Registrant's Registration Statement on Form N-1A (File No. 33-22821), filed with the SEC on September 16, 1988 (4) Incorporated herein by reference to Post-Effective Amendment No. 6 to Registrant's Registration Statement on Form N-1A (File No. 33-22821), filed with the SEC on May 16, 1991 (5) Incorporated herein by reference to Post-Effective Amendment No. 7 to Registrant's Registration Statement on Form N-1A (File No. 33-22821), filed with the SEC on June 30, 1992 (6) Incorporated herein by reference to Post-Effective Amendment No. 9 to Registrant's Registration Statement on Form N-1A (File No. 33-22821), filed with the SEC on March 31, 1993 (7) Incorporated herein by reference to Item (8)(c) of Part C of Post-Effective Amendment No. 9 to Registrant's Registration Statement on Form N-1A (File No. 33-22821), filed with the SEC on March 31, 1993 (8) Incorporated herein by reference to Post-Effective Amendment No. 10 to Registrant's Registration Statement on Form N-1A (File No. 33-22821), filed with the SEC on June 28, 1993 (9) Incorporated herein by reference to Post-Effective Amendment No. 11 to Registrant's Registration Statement on Form N-1A (File No. 33-22821), filed with the SEC on June 29, 1993 (10) Incorporated herein by reference to Post-Effective Amendment No. 16 to Registrant's Registration Statement on Form N-1A (File No. 33-22821), filed with the SEC on May 2, 1994 (11) Incorporated herein by reference to Post-Effective Amendment No. 18 to Registrant's Registration Statement on Form N-1A (File No. 33-22821), filed with the SEC on October 28, 1994 (12) Incorporated herein by reference to Post-Effective Amendment No. 19 to Registrant's Registration Statement on Form N-1A (File No. 33-22821), filed with the SEC on April 28, 1995
122 (13) Incorporated herein by reference to Registrant's Registration Statement on Form N-14 (File No. 33-65361), filed with the SEC on December 22, 1995
ITEM 25. Persons Controlled by or Under Common Control with Registrant See the Prospectus and Statement of Additional Information regarding the Trust's control relationships. The Manager is a subsidiary of SEI Corporation which also controls the distributor of the Registrant (SEI Financial Services Company) and other corporations engaged in providing various financial and record keeping services, primarily to bank trust departments, pension plan sponsors and investment managers. ITEM 26. Number of Holders of Securities: As of April 1, 1996:
Number of Title of Class Record Holders -------------- -------------- Units of beneficial interest, without par value-- International Equity Portfolio--Class A . . . . . . . . . . 208 International Fixed Income Portfolio-Class A . . . . . . . . 112 Emerging Markets Equity Portfolio-Class A . . . . . . . . . 56
ITEM 27. Indemnification: Article VIII of the Agreement and Declaration of Trust filed as Exhibit 1 to the Registration Statement is incorporated by reference. Insofar as indemnification for liabilities arising under the Securities Act of 1933, as amended (the "Act"), may be permitted to trustees, directors, officers and controlling persons of the Registrant by the Registrant pursuant to the Registrant's Agreement and Declaration of Trust or otherwise, the Registrant is aware that in the opinion of the Securities and Exchange Commission, such indemnification is against public policy as expressed in the Act and, therefore, is unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by trustees, directors, officers or controlling persons of the Registrant in connection with the successful defense of any act, suit or proceeding) is asserted by such trustees, directors, officers or controlling persons in connection with the shares being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue. ITEM 28. Business and Other Connections of Investment Adviser: Strategic Fixed Income L.P. Strategic Fixed Income L.P. ("Strategic") is the investment sub-adviser for Registrant's International Fixed Income Portfolio. The principal business address of Strategic is 1001 Nineteenth Street North, 16th Floor, Arlington, Virginia 22209. Strategic is an investment adviser registered under the Advisers Act. The list required by this Item 28 of officers and directors of Strategic, together with information as to any other business, profession, vocation or employment of substantial nature engaged in by such officers and directors during the past two years, is incorporated by reference to Schedules A and D of Form ADV filed by Strategic pursuant to the Advisers Act (SEC File No. 801-38734). 123 Morgan Grenfell Investment Services Limited Morgan Grenfell Investment Services Limited ("Morgan Grenfell") is the investment sub-adviser for Registrant's International Equity Portfolio. The principal business address of Morgan Grenfell is 20 Finsbury Circus, London EC2M INB, England. Morgan Grenfell is an investment adviser registered under the Advisers Act. The list required by this Item 28 of officers and directors of Morgan Grenfell, together with information as to any other business, profession, vocation or employment of substantial nature engaged in by such officers and directors during the past two years, is incorporated by reference to Schedules A and D of Form ADV filed by Morgan Grenfell pursuant to the Advisers Act (SEC File No. 801-12880). Schroder Capital Management International Limited Schroder Capital Management International Limited ("Schroder") is the investment sub-adviser for Registrant's International Equity Portfolio. The principal business address of Schroder is 33 Gutter Lane, London EC2V 8AS, England. Schroder is an investment adviser registered under the Advisers Act. The list required by this Item 28 of officers and directors of Schroder, together with information as to any other business, profession, vocation or employment of substantial nature engaged in by such officers and directors during the past two years, is incorporated by reference to Schedules A and D of Form ADV filed by Schroder pursuant to the Advisers Act (SEC File No. 801-15834). SEI Financial Management Corporation SEI Financial Management Corporation ("SFM") is the investment adviser for Registrant's International Equity, Emerging Markets Equity and International Fixed Income Portfolios. The principal address of SFM is 680 East Swedesford Road, Wayne, Pennsylvania 19087. SFM is an investment adviser registered under the Advisers Act. The list required by this Item 28 of officers and directors of SFM, together with information as to any other business, profession, vocation or employment of a substantial nature engaged in by such officers and directors during the past two years, is incorporated by reference to Schedules A and D of Form ADV filed by SFM pursuant to the Advisers Act (SEC File No. 801-24593). Montgomery Asset Management, L.P. Montgomery Asset Management, L.P. ("MAM") is the investment sub-adviser for Registrant's Emerging Markets Equity Portfolio. The principal address of MAM is 600 Montgomery Street, San Francisco, California 94111. MAM is an investment adviser registered under the Advisers Act. The list required by this Item 28 of officers and directors of MAM, together with information as to any other business, profession, vocation or employment of a substantial nature engaged in by such officers and directors during the past two years, is incorporated by reference to Schedules A and D of Form ADV filed by MAM pursuant to the Advisers Act (SEC File No. 801-36790). Acadian Asset Management, Inc. Acadian Asset Management, Inc. ("Acadian") is the investment sub-adviser for Registrant's International Equity Portfolio. The principal address of Acadian is Two International Place, 26th Floor, Boston, Massachusetts 02110. Acadian is an investment adviser registered under the Advisers Act. 124 The list required by this Item 28 of officers and directors of Acadian, together with information as to any other business, profession, vocation or employment of a substantial nature engaged in by such officers and directors during the past two years, is incorporated by reference to Schedules A and D of Form ADV filed by Acadian pursuant to the Advisers Act (SEC File No. 801-28078). ITEM 29. Principal Underwriters: (a) Furnish the name of each investment company (other than the Registrant) for which each principal underwriter currently distributing securities of the Registrant also acts as a principal underwriter, depositor or investment adviser: Registrant's distributor, SEI Financial Services Company ("SFS"), acts as distributor for: SEI Daily Income Trust July 15, 1982 SEI Liquid Asset Trust November 29, 1982 SEI Tax Exempt Trust December 3, 1982 SEI Index Funds July 10, 1985 SEI Institutional Managed Trust January 22, 1987 SEI International Trust August 30, 1988 Stepstone Funds January 30, 1991 The Advisors' Inner Circle Fund November 14, 1991 The Pillar Funds February 28, 1992 CUFUND May 1, 1992 STI Classic Funds May 29, 1992 CoreFunds, Inc. October 30, 1992 First American Funds, Inc. November 1, 1992 First American Investment Funds, Inc. November 1, 1992 The Arbor Fund January 28, 1993 1784 Funds June 1, 1993 The PBHG Funds, Inc. July 16, 1993 Marquis Funds(R) August 17, 1993 Morgan Grenfell Investment Trust January 3, 1994 Inventor Funds, Inc. August 1, 1994 The Achievement Funds Trust December 27, 1994 Insurance Investment Products Trust December 30, 1994 Bishop Street Funds January 27, 1995 CrestFunds, Inc. March 1, 1995 STI Classic Variable Trust August 18, 1995 ARK Funds November 1, 1995 Monitor Funds January 11, 1996 FMB Funds, Inc. March 1, 1996 SEI Asset Allocation Trust April 1, 1996
SFS provides numerous financial services to investment managers, pension plan sponsors, and bank trust departments. These services include portfolio evaluation, performance measurement and consulting services ("Funds Evaluation") and automated execution, clearing and settlement of securities transactions ("MarketLink"). 125
Position and Office Positions and Offices Name with Underwriter with Registrant - ---- ---------------- --------------- Alfred P. West, Jr. Director, Chairman & Chief Executive Officer -- Henry H. Greer Director, President & Chief Operating Officer -- Carmen V. Romeo Director, Executive Vice President & Treasurer -- Gilbert L. Beebower Executive Vice President -- Richard B. Lieb Executive Vice President -- Charles A. Marsh Executive Vice President-Capital Resources Division -- Leo J. Dolan, Jr. Senior Vice President -- Carl A. Guarino Senior Vice President -- Jerome Hickey Senior Vice President -- David G. Lee Senior Vice President President & Chief Executive Officer William Madden Senior Vice President -- A. Keith McDowell Senior Vice President -- Dennis J. McGonigle Senior Vice President -- Hartland J. McKeown Senior Vice President -- James V. Morris Senior Vice President -- Steven Onofrio Senior Vice President -- Kevin P. Robins Senior Vice President, General Counsel & Vice President & Secretary Assistant Secretary Robert Wagner Senior Vice President -- Patrick K. Walsh Senior Vice President -- Kenneth Zimmer Senior Vice President -- Robert Crudup Managing Director -- Vic Galef Managing Director -- Kim Kirk Managing Director -- John Krzeminski Managing Director -- Carolyn McLaurin Managing Director & Vice President -- Barbara Moore Managing Director -- Donald Pepin Managing Director -- Mark Samuels Managing Director -- Wayne M. Withrow Managing Director -- Mick Duncan Team Leader Assistant Secretary Robert S. Ludwig Team Leader & Vice President Assistant Secretary Vicki Malloy Team Leader Assistant Secretary Robert Aller Vice President -- Steve Bendinelli Vice President -- Gordon W. Carpenter Vice President -- Todd Cipperman Vice President & Assistant Secretary Vice President & Assistant Secretary Ed Daly Vice President -- Jeff Drennen Vice President -- Kathy Heilig Vice President -- Larry Hutchison Vice President --
126
Position and Office Positions and Offices Name with Underwriter with Registrant - ---- ---------------- --------------- Michael Kantor Vice President -- Samuel King Vice President -- Donald H. Korytowski Vice President -- Jack May Vice President -- W. Kelso Morrill Vice President -- Sandra K. Orlow Vice President & Assistant Secretary Vice President & Assistant Secretary Larry Pokora Vice President -- Kim Rainey Vice President -- Paul Sachs Vice President -- Steve Smith Vice President -- Daniel Spaventa Vice President -- Kathryn L. Stanton Vice President & Assistant Secretary Vice President & Assistant Secretary William Zawaski Vice President -- James Dougherty Director of Brokerage Services --
ITEM 30. Location of Accounts and Records: Books or other documents required to be maintained by Section 31(a) of the Investment Company Act of 1940, as amended (the "1940 Act"), and the rules promulgated thereunder, are maintained as follows: (a) With respect to Rules 31a-1(a); 31a-1(b)(1); (2)(a) and (b); (3); (6); (8); (12); and 31a-1(d), the required books and records are maintained at the offices of the Portfolios' Custodians: State Street Bank and Trust Company 225 Franklin Street Boston, MA 02110 Chase Manhattan Bank, N.A. Chase MetroTech Center Brooklyn, NY 11245 (b)/(c) With respect to Rules 31a-1(a); 31a-1(b)(1), (4); (2)(C) and (D); (4); (5); (6); (8); (9); (10); (11); and 31a-1(f), the required books and records are maintained at the offices of Registrant's Manager: SEI Financial Management Corporation 680 E. Swedesford Road Wayne, PA 19087 (d) With respect to Rules 31a-(b)(5); (6), (9) and (10) and 31a-1(f), the required books and records are maintained at the offices of Registrant's Advisers: Strategic Fixed Income L.P. 1001 Nineteenth Street North, 17th Floor Arlington, VA 22209 127 Morgan Grenfell Investment Services Limited 20 Finsbury Circus London EC2M INB England Schroder Capital Management International Limited 33 Gutter Lane London ECZV 8AS England SEI Financial Management Corporation 680 East Swedesford Road Wayne, PA 19087 Montgomery Asset Management, L.P. 600 Montgomery Street San Francisco, CA 94111 Acadian Asset Management, Inc. Two International Place, 26th Floor Boston, MA 02110 ITEM 31. Management Services: None. ITEM 32. Undertakings: Registrant hereby undertakes that whenever shareholders meeting the requirements of Section 16(c) of the 1940 Act inform the Board of Trustees of their desire to communicate with shareholders of the Trust, the Trustees will inform such shareholders as to the approximate number of shareholders of record and the approximate costs of mailing or afford said shareholders access to a list of shareholders. Registrant hereby undertakes to call a meeting of shareholders for the purpose of voting upon the question of removal of a Trustee(s) when requested in writing to do so by the holders of at least 10% of Registrant's outstanding shares and in connection with such meetings to comply with the provisions of Section 16(c) of the 1940 Act relating to shareholder communications. Registrant hereby undertakes to furnish, upon request and without charge, to each person to whom a prospectus is delivered, a copy of the Registrant's latest annual report to Shareholders, when such annual report is issued containing information called for by Item 5A of Form N-1A. 128 NOTICE A copy of the Agreement and Declaration of Trust of SEI International Trust is on file with the Secretary of State of the Commonwealth of Massachusetts and notice is hereby given that this Registration Statement has been executed on behalf of the Trust by an officer of the Trust as an officer and by its Trustees as trustees and not individually and the obligations of or arising out of this Registration Statement are not binding upon any of the Trustees, officers, or shareholders individually but are binding only upon the assets and property of the Trust. 129 SIGNATURES PURSUANT TO THE REQUIREMENTS OF THE INVESTMENT COMPANY ACT OF 1940, AS AMENDED, THE REGISTRANT HAS DULY CAUSED THIS REGISTRATION STATEMENT TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED, THEREUNTO DULY AUTHORIZED, IN THE CITY OF WAYNE, COMMONWEALTH OF PENNSYLVANIA ON THE 24TH DAY OF APRIL, 1996. SEI INTERNATIONAL TRUST By /s/ DAVID G. LEE ------------------------- David G. Lee, President ATTEST: /s/ JEFFREY A. COHEN - ------------------------------- Jeffrey A. Cohen, Controller & Chief Financial Officer PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS AMENDMENT TO THE REGISTRATION STATEMENT HAS BEEN SIGNED BELOW BY THE FOLLOWING PERSONS IN THE CAPACITY ON THE DATES INDICATED. * Trustee April 24, 1996 - -------------------------------------- Richard F. Blanchard * Trustee April 24, 1996 - ------------------------------------- William M. Doran * Trustee April 24, 1996 - ------------------------------------- F. Wendell Gooch * Trustee April 24, 1996 - ------------------------------------- Frank E. Morris * Trustee April 24, 1996 - ------------------------------------- James M. Storey * Trustee April 24, 1996 - ------------------------------------- Robert A. Nesher /s/ JEFFREY A. COHEN Controller & Chief Financial April 24, 1996 - ------------------------------------- Officer Jeffrey A. Cohen *By /s/ DAVID G. LEE --------------------------------- David G. Lee Attorney-in-Fact
130
EXHIBIT INDEX EXHIBIT PAGE - ------- ---- (1) Agreement and Declaration of Trust(1) (2) By-Laws(1) (3) Not Applicable (4) Not Applicable (5)(a) Management Agreement between Registrant and SEI Financial Management Company(2) (5)(b) Form of Investment Advisory Agreement between Registrant and Brinson Partners, Inc.(4) (5)(c) Form of Investment Advisory Agreement between Registrant and Strategic Fixed Income L.P.(6) (5)(d) Schedule C to Management Agreement between Registrant and SEI Financial Management Company adding the International Fixed Income Portfolio(8) (5)(e) Form of Investment Advisory Agreement between Registrant and Morgan Grenfell Investment Services Ltd.(10) (5)(f) Form of Investment Advisory Agreement between Registrant and Schroder Capital Management International Limited(10) (5)(g) Form of Investment Advisory Agreement between Registrant and SEI Financial Management Corporation.(12) (5)(h) Form of Investment Sub-Advisory Agreement between Registrant and Strategic Fixed Income L.P.(12) (5)(i) Form of Investment Sub-Advisory Agreement between Registrant and Morgan Grenfell Investment Services Ltd.(12) (5)(j) Form of Investment Sub-Advisory Agreement between Registrant and Schroder Capital Management International Limited(12) (5)(k) Investment Sub-Advisory Agreement between Registrant and Montgomery Asset (Management L.P.(12) (5)(l) Investment Sub-Advisory Agreement between Registrant and Acadian Asset Management, Inc.(12) (5)(m) Investment Sub-Advisory Agreement between Registrant and WorldInvest Limited.(12) (5)(n) Form of Investment Sub-Advisory Agreement between SEI Financial Management Corporation and Schroder Capital Management International Limited.* (5)(o) Investment Sub-Advisory Agreement between SEI Financial Management Corporation and Morgan Grenfell Investment Services Limited.* (5)(p) Investment Sub-Advisory Agreement between SEI Financial Management Corporation and Acadian Asset Management, Inc.* (5)(q) Investment Advisory Agreement between Registrant and SEI Financial Management Corporation* (6) Distribution Agreement between Registrant and SEI Financial Services Company(2) (7) Not Applicable (8)(a) Custodian Agreement between Registrant and State Street Bank and Trust Company(3) (8)(b) Form of Custodian Agreement between Registrant and The Chase Manhattan Bank, N.A.(7) (9) Not Applicable (10) Opinion and Consent of Counsel(12) (11) Consent of Independent Accountants* (12) Not Applicable (13) Not Applicable (14) Not Applicable (15)(a) Distribution Plan (Class D)(8) (15)(b) Form of Distribution Plan (Core International Equity Portfolio Class A)(9) (15)(c) Form of Distribution Plan (International Fixed Income Portfolio)(9) (15)(d) Rule 18f-3 Multiple Class Plan(13) (16) Performance Quotation Computation (5) (18) Amendment No. 1 to Rule 18f-3 Multiple Class Plan relating to Class A and D shares* (24) Powers of Attorney for Edward W. Binshadler, Richard F. Blanchard, Jeffrey A. Cohen, William M. Doran, F. Wendell Gooch, David G. Lee, Frank E. Morris, Robert A. Nesher, Carmen V. Romeo, and James A. Storey(11) - --------------
* Filed herewith 131 1 Incorporated herein by reference to Registrant's Registration Statement on Form N-1A (File No. 33-22821) filed with the Securities and Exchange Commission ("SEC") on June 30, 1988 2 Incorporated herein by reference to Pre-Effective Amendment No. 1 to Registrant's Registration Statement on Form N-1A (File No.33-22821), filed with the SEC on August 30, 1988 3 Incorporated herein by reference to Item (8) of Part C of Post-Effective Amendment No. 1 to Registrant's Registration Statement on Form N-1A (File No. 33-22821), filed with the SEC on September 16, 1988 4 Incorporated herein by reference to Post-Effective Amendment No. 6 to Registrant's Registration Statement on Form N-1A (File No. 33-22821), filed with the SEC on May 16, 1991 5 Incorporated herein by reference to Post-Effective Amendment No. 7 to Registrant's Registration Statement on Form N-1A (File No. 33-22821), filed with the SEC on June 30, 1992 6 Incorporated herein by reference to Post-Effective Amendment No. 9 to Registrant's Registration Statement on Form N-1A (File No. 33-22821), filed with the SEC on March 31, 1993 7 Incorporated herein by reference to Item (8)(c) of Part C of Post-Effective Amendment No. 9 to Registrant's Registration Statement on Form N-1A (File No. 33-22821), filed with the SEC on March 31, 1993 8 Incorporated herein by reference to Post-Effective Amendment No. 10 to Registrant's Registration Statement on Form N-1A (File No. 33-22821), filed with the SEC on June 28, 1993 9 Incorporated herein by reference to Post-Effective Amendment No. 11 to Registrant's Registration Statement on Form N-1A (File No. 33-22821), filed with the SEC on June 29, 1993 10 Incorporated herein by reference to Post-Effective Amendment No. 16 to Registrant's Registration Statement on Form N-1A (File No. 33-22821), filed with the SEC on May 2, 1994 11 Incorporated herein by reference to Post-Effective Amendment No. 18 to Registrant's Registration Statement on Form N-1A (File No. 33-22821), filed with the SEC on October 28, 1994 12 Incorporated herein by reference to Post-Effective Amendment No. 19 to Registrant's Registration Statement on Form N-1A (File No. 33-22821), filed with the SEC on April 28, 1995 13 Incorporated herein by reference to Registrant's Registration Statement on Form N-14 (File No. 33-65361), filed with the SEC on December 22, 1995
EX-99.B5(N) 2 INVESTMENT SUB-ADVISORY AGREEMENT 1 Exhibit 5(n) INVESTMENT SUB-ADVISORY AGREEMENT SEI INTERNATIONAL TRUST AGREEMENT made this 14th day of December, 1995, by and among SEI Financial Management Corporation, (the "Adviser") and Schroder Capital Management International Limited (the "Sub-Adviser"). WHEREAS, SEI International 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 December 16, 1994 (the "Advisory Agreement") with the Trust, pursuant to which the Adviser will act as investment adviser to the International Equity Portfolio (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 all of the securities and other assets of the Portfolio entrusted to it hereunder (the "Assets"), including the purchase, retention and disposition of the 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, in consultation with and subject to the direction of the Adviser, determine from time to time what Assets 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 Assets 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 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 the Portfolio which is in 2 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 securities to brokers or dealers (including brokers and dealers that are affiliated with the Adviser, 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 the Portfolio's Assets be purchased from or sold to the Adviser, Sub-Adviser, the Trust's principal underwriter, or any affiliated person of either the Trust, Adviser, 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 transactions involving the Assets 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 books and records relating to the Assets required to be maintained by the Sub-Adviser under 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 relating to the Assets that is required to be filed 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 this 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 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. (h) The Sub-Adviser shall review all proxy solicitation materials and be responsible for voting and handling all proxies in relation to the securities held in the Portfolio. The Adviser shall instruct the custodian and other parties providing services to the Portfolio to promptly forward misdirected proxies to the Sub- Adviser. 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 2 3 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, in connection with its management of the Assets. 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 the Assets under the Sub-Adviser's management and will be paid to the Sub-Adviser monthly. Except as may otherwise be prohibited by law or regulation (including any SEC staff current interpretation thereon), 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. 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 the performance by the Sub-Adviser of its duties under this Agreement; 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 3 4 Agreement. The Adviser shall indemnify and hold harmless the Sub-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 the performance by the Adviser of its duties under this Agreement; provided, however, that the Adviser shall not be required to indemnify or otherwise hold the Sub-Adviser harmless under this Section 7 where the claim against, or the loss, liability or damage experienced by the Sub-Adviser, is caused by or is otherwise directly related to the Sub-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 execution by the parties and 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 the 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 Sub-Adviser, or (c) by the Sub-Adviser at any time, without the payment of any penalty, on 90 days' written notice to the Adviser. 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 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 680 East Swedesford Road Wayne, PA 19087 Attention: Legal Department To the Sub-Adviser at: Schroder Capital Management International Limited 33 Gutter Lane London EC2V 8AS England Attention: Chief Executive 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. 4 5 13. MISCELLANEOUS. In addition to being registered as an investment adviser under said U.S. Investment Advisers Act of 1940, the Sub-Adviser is registered with the United Kingdom Investment Management Regulatory Organization ("IMRO"). The Sub-Adviser confirms that the Trust is a Non-private Customer as defined by IMRO. The Trust confirms that it has taken legal advice on this Agreement, independent of the Sub-Adviser. The presence of exculpatory language in this Agreement shall not be deemed by the Trust, the Adviser, the Sub-Adviser or any other party appointed in connection with this Agreement as in any way limiting causes of action and remedies which may, notwithstanding such language, be available to the Trust, either under common law or statutory law principles applicable to fiduciary relationships under the federal securities laws. A copy of the Declaration of Trust of the Trust is on file with the Secretary of State of the Commonwealth of Massachusetts, and notice is hereby given that the obligations of this instrument are not binding upon any of the Trustees, officers or shareholders of the Portfolio or the Trust. 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 Schroder Capital Management International Limited By: By: ________________________________ ______________________________ Name:________________________________ Name:______________________________ Title:_______________________________ Title:_____________________________ 5 6 SEI INTERNATIONAL TRUST -- INTERNATIONAL EQUITY PORTFOLIO SCHEDULE A TO THE SUB-ADVISORY AGREEMENT BETWEEN SEI FINANCIAL MANAGEMENT CORPORATION AND SCHRODER CAPITAL MANAGEMENT INTERNATIONAL LIMITED Pursuant to Article 4, the Adviser shall pay the Sub-Adviser compensation at an annual rate as follows: During the period from the effective date of this Agreement until the date on which the shareholders of the Portfolio approve (1) the proposed increase in the contractual investment advisory fee paid to the Adviser and (2) this Agreement (the "Shareholder Approval Date"), the Adviser shall pay the Sub- Adviser: .325% on the first $300 million .20% thereafter After the Shareholder Approval Date, the Adviser shall pay the Sub-Adviser: .50% on the first $100 million .30% on the next $50 million .20% thereafter 6 EX-99.B5(O) 3 INVESTMENT SUB-ADVISORY AGREEMENT 1 Exhibit 5(o) INVESTMENT SUB-ADVISORY AGREEMENT SEI INTERNATIONAL TRUST AGREEMENT made this 15th day of March, 1996, by and among SEI Financial Management Corporation, (the "Adviser") and Morgan Grenfell Investment Services Limited (the "Sub-Adviser"). WHEREAS, SEI International 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 December 16, 1994 (the "Advisory Agreement") with the Trust, pursuant to which the Adviser will act as investment adviser to the International Equity Portfolio (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 all of the securities and other assets of the Portfolio entrusted to it hereunder (the "Assets"), including the purchase, retention and disposition of the 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, in consultation with and subject to the direction of the Adviser, determine from time to time what Assets 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 Assets 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 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 the Portfolio which is in 7 2 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 securities to brokers or dealers (including brokers and dealers that are affiliated with the Adviser, 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 the Portfolio's Assets be purchased from or sold to the Adviser, Sub-Adviser, the Trust's principal underwriter, or any affiliated person of either the Trust, Adviser, 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 transactions involving the Assets 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 books and records relating to the Assets required to be maintained by the Sub-Adviser under 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 relating to the Assets 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 this 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 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. (h) The Sub-Adviser shall review all proxy solicitation materials and be responsible for voting and handling all proxies in relation to the securities held in the Portfolio. The Adviser shall instruct the custodian and other parties providing services to the Portfolio to promptly forward misdirected proxies to the Sub- Adviser. 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. 8 3 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, in connection with its management of the Assets. 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 the Assets under the Sub-Adviser's management and will be paid to the Sub-Adviser monthly. Except as may otherwise be prohibited by law or regulation (including any SEC staff current interpretation thereon), 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 wilful 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. 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 9 4 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 the 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 Sub-Adviser, or (c) by the Sub-Adviser at any time, without the payment of any penalty, on 90 days' written notice to the Adviser. 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 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 680 East Swedesford Road Wayne, PA 19087 Attention: Legal Department To the Sub-Adviser at: Morgan Grenfell Investment Services Limited 20 Finsbury Circus London EC2M INB England 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. 10 5 A copy of the Declaration of Trust of the Trust is on file with the Secretary of State of the Commonwealth of Massachusetts, and notice is hereby given that the obligations of this instrument are not binding upon any of the Trustees, officers or shareholders of the Portfolio or the Trust. 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 Morgan Grenfell Investment Services Limited By: /s/Todd Cipperman By: /s/A.M. Wheatley /s/M. Bullock -------------------------------- -------------------------------- Name: Todd Cipperman Name: A.M. Wheatley M. Bullock Title: Vice President Title: Director Director 11 6 SCHEDULE A TO THE SUB-ADVISORY AGREEMENT BETWEEN SEI FINANCIAL MANAGEMENT CORPORATION AND MORGAN GRENFELL INVESTMENT SERVICES LIMITED Pursuant to Article 4, the Adviser shall pay the Sub-Adviser compensation at an annual rate as follows: International Equity Portfolio .325% 12 EX-99.B5(P) 4 INVESTMENT SUB-ADVISORY AGREEMENT 1 Exhibit 5(p) INVESTMENT SUB-ADVISORY AGREEMENT SEI INTERNATIONAL TRUST AGREEMENT made this 15th day of March, 1996, by and among SEI Financial Management Corporation, (the "Adviser") and Acadian Asset Mangement, Inc. (the "Sub-Adviser"). WHEREAS, SEI International 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 December 16, 1994 (the "Advisory Agreement") with the Trust, pursuant to which the Adviser will act as investment adviser to the International Equity Portfolio (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 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 13 2 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 this 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 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 14 3 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. 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 15 4 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 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 680 East Swedesford Road Wayne, PA 19087 Attention: Legal Department To the Sub-Adviser at: Acadian Asset Mangement, Inc. 260 Franklin Street Boston, MA 02110 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. 16 5 SEI Financial Management Corporation Acadian Asset Mangement, Inc. By: /s/ Todd Cipperman By: James W. Graves Title: Vice President Title: Senior Vice President 6 SCHEDULE A TO THE SUB-ADVISORY AGREEMENT BETWEEN SEI FINANCIAL MANAGEMENT CORPORATION AND ACADIAN ASSET MANGEMENT, INC. Pursuant to Article 4, the Adviser shall pay the Sub-Adviser compensation at an annual rate as follows: International Equity .325% on first $150 million .25% on next $100 million .20% over $300 million
18 EX-99.B5(Q) 5 INVESTMENT ADVISORY AGREEMENT 1 Exhibit 5(q) INVESTMENT ADVISORY AGREEMENT SEI INTERNATIONAL TRUST AGREEMENT made this 16th day of December, 1994, by and between SEI International Trust, a Massachusetts business trust (the "Trust"), and SEI Financial Management Corporation, (the "Adviser"). WHEREAS, the Trust is an open-end management investment company registered under the Investment Company Act of 1940, as amended (the "1940 Act"), consisting of several portfolios of shares, each having its own investment policies; and WHEREAS, the Trust desires to retain the Adviser to render investment management services with respect to its Core International Equity and Emerging Markets Equity Portfolios and such other portfolios as the Trust and the Adviser may agree upon (the "Portfolios"), and the Adviser is willing to render such services: NOW, THEREFORE, in consideration of mutual covenants herein contained, the parties hereto agree as follows: 1. DUTIES OF THE ADVISER. The Trust employs the Adviser to manage the investment and reinvestment of - the assets, to hire (subject to the approval of the Trust's Board of Trustees and, except as otherwise permitted under the terms of any exemptive relief obtained by the Adviser from the Securities and Exchange Commission, or by rule or regulation, a majority of the outstanding voting securities of any affected Portfolio(s)) and thereafter supervise the investment activities of one or more sub-advisers deemed necessary to carry out the investment program of any Portfolios of the Trust, and to continuously review, supervise and (where appropriate) administer the investment program of the Portfolios, to determine in its discretion (where appropriate) the securities to be purchased or sold, to provide the Administrator and the Trust with records concerning the Adviser's activities which the Trust is required to maintain, and to render regular reports to the Administrator and to the Trust's officers and Trustees concerning the Adviser's discharge of the foregoing responsibilities. The retention of a sub-adviser by the Adviser shall not relieve the Adviser of its responsibilities under this Agreement. The Adviser shall discharge the foregoing responsibilities subject to the control of the Board of Trustees of the Trust and in compliance with such policies as the Trustees may from time to time establish, and in compliance with the objectives, policies, and limitations for each such Portfolio set forth in the Trust's prospectus and statement of additional information, as amended from time to time (referred to collectively as the "Prospectus"), and applicable laws and regulations. The Trust will furnish the Adviser from time to time with copies of all amendments or supplements to the Prospectus, if any. The Adviser accepts such employment and agrees, at its own expense, to render the services and to provide the office space, furnishings and equipment and the personnel (including any sub-advisers) required by it to perform the services on the terms and for the compensation provided herein. The Adviser will not, however, pay for the cost of securities, commodities, and other investments (including brokerage commissions and other transaction charges, if any) purchased or sold for the Trust. 2. DELIVERY OF DOCUMENTS. The Trust has furnished Adviser with copies properly certified or authenticated of each of the following: (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 presently in effect and as it shall from time to time be amended, is 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"); 19 2 (c) Prospectus(es) of the Portfolio(s). 3. OTHER COVENANTS. The Adviser agrees that it: (a) will comply with all applicable Rules and Regulations of the Securities and Exchange Commission and will in addition conduct its activities under this Agreement in accordance with other applicable law; (b) will place orders pursuant to its investment determinations for the Portfolios either directly with the issuer or with any broker or dealer. In executing Portfolio transactions and selecting brokers or dealers, the Adviser will use its best efforts to seek on behalf of the Portfolio the best overall terms available. In assessing the best overall terms available for any transaction, the 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 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 Adviser or an affiliate of the Adviser may exercise investment discretion. The 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 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 Adviser to the Portfolio. In addition, the Adviser is authorized to allocate purchase and sale orders for portfolio securities to brokers or dealers (including brokers and dealers that are affiliated with the Adviser or the Trust's principal underwriter) to take into account the sale of shares of the Trust if the 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 Adviser, any sub-adviser engaged with respect to that Portfolio, the Trust's principal underwriter, or any affiliated person of either the Trust, the Adviser, and 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. 4. COMPENSATION OF THE ADVISER. For the services to be rendered by the Adviser as provided in Sections 1 and 2 of this Agreement, the Trust shall pay to the Adviser compensation at the rate(s) specified in the Schedule(s) which are attached hereto and made a part of this Agreement. Such compensation shall be paid to the Adviser at the end of each month, and calculated by applying a daily rate, based on the annual percentage rates as specified in the attached Schedule(s), to the assets of the Portfolio. The fee shall be based on the average daily net assets for the month involved. The Adviser may, in its discretion and from time to time, waive a portion of its fee. All rights of compensation under this Agreement for services performed as of the termination date shall survive the termination of this Agreement. 5. EXCESS EXPENSES. If the expenses for any Portfolio for any fiscal year (including fees and other amounts payable to the Adviser, but excluding interest, taxes, brokerage costs, litigation, and other extraordinary costs) as calculated every business day would exceed the expense limitations imposed on investment companies by any applicable statute or regulatory authority of any jurisdiction in which Shares are qualified for offer and sale, the Adviser shall bear such excess cost. 20 3 However, the Adviser will not bear expenses of the Trust or any Portfolio which would result in the Trust's inability to qualify as a regulated investment company under provisions of the Internal Revenue Code. Payment of expenses by the Adviser pursuant to this Section 5 shall be settled on a monthly basis (subject to fiscal year end reconciliation) by a waiver of the Adviser's fees provided for hereunder, and such waiver shall be treated as a reduction in the purchase price of the Adviser's services. 6. REPORTS. The Trust and the Adviser agree to furnish to each other, if applicable, current prospectuses, proxy statements, reports to shareholders, certified copies of their financial statements, and such other information with regard to their affairs as each may reasonably request. The Adviser further agrees to furnish to the Trust, if applicable, the same such documents and information pertaining to any sub- adviser as the Trust may reasonably request. 7. STATUS OF THE ADVISER. The services of the Adviser to the Trust are not to be deemed exclusive, and the Adviser shall be free to render similar services to others so long as its services to the Trust are not impaired thereby. The Adviser shall be deemed to be an independent contractor and shall, unless otherwise expressly provided or authorized, have no authority to act for or represent the Trust in any way or otherwise be deemed an agent of the Trust. To the extent that the purchase or sale of securities or other investments of any issuer may be deemed by the Adviser to be suitable for two or more accounts managed by the Adviser, the available securities or investments may be allocated in a manner believed by the Adviser to be equitable to each account. It is recognized that in some cases this may adversely affect the price paid or received by the Trust or the size or position obtainable for or disposed by the Trust or any Portfolio. 8. CERTAIN RECORDS. Any records required to be maintained and preserved pursuant to the provisions of Rule 31a-1 and Rule 31a-2 promulgated under the 1940 Act which are prepared or maintained by the Adviser (or any sub-adviser) on behalf of the Trust are the property of the Trust and will be surrendered promptly to the Trust on request. The Adviser further agrees to preserve for the periods prescribed in Rule 31a-2 under the 1940 Act the records required to be maintained under Rule 31a-1 under the 1940 Act. 9. LIMITATION OF LIABILITY OF THE ADVISER. The duties of the Adviser shall be confined to those expressly set forth herein, and no implied duties are assumed by or may be asserted against the Adviser hereunder. The Adviser shall not be liable for any error of judgment or mistake of law or for any loss arising out of any investment or for any act or omission in carrying out its duties hereunder, except a loss resulting from willful misfeasance, bad faith or gross negligence in the performance of its duties, or by reason of reckless disregard of its obligations and duties hereunder, except as may otherwise be provided under provisions of applicable state law which cannot be waived or modified hereby. (As used in this Section 9, the term "Adviser" shall include directors, officers, employees and other corporate agents of the Adviser as well as that corporation itself). 10. PERMISSIBLE INTERESTS. Trustees, agents, and shareholders of the Trust are or may be interested in the Adviser (or any successor thereof) as directors, partners, officers, or shareholders, or otherwise; directors, partners, officers, agents, and shareholders of the Adviser are or may be interested in the Trust as Trustees, officers, shareholders or otherwise; and the Adviser (or any successor) is or may be interested in the Trust as a shareholder or otherwise subject to the provisions of applicable law. All such interests shall be fully disclosed between the parties on an ongoing basis and in the Trust's Prospectus as required by law. In addition, brokerage transactions for the Trust may be effected through affiliates of the Adviser or any sub-adviser if approved by the Board of Trustees, subject to the rules and regulations of the Securities and Exchange Commission. 11. DURATION AND TERMINATION. This Agreement, unless sooner terminated as provided herein, shall remain in effect until two years from date of execution, and thereafter, for periods of one year so long as such continuance thereafter is specifically approved at least annually (a) by the vote of a majority of those 21 4 Trustees of the Trust who are not parties to this Agreement or interested persons of any such party, cast in person at a meeting called for the purpose of voting on such approval, and (b) by the Trustees of the Trust or by vote of a majority of the outstanding voting securities of each Portfolio; provided, however, that if the shareholders of any Portfolio fail to approve the Agreement as provided herein, the Adviser may continue to serve hereunder in the manner and to the extent permitted by the 1940 Act and rules and regulations thereunder. The foregoing requirement that continuance of this Agreement be "specifically approved at least annually" shall be construed in a manner consistent with the 1940 Act and the rules and regulations thereunder. This Agreement may be terminated as to any Portfolio at any time, without the payment of any penalty by vote of a majority of the Trustees of the Trust or by vote of a majority of the outstanding voting securities of the Portfolio on not less than 30 days nor more than 60 days written notice to the Adviser, or by the Adviser at any time without the payment of any penalty, on 90 days written notice to the Trust. This Agreement will automatically and immediately terminate in the event of its assignment. As used in this Section 11, the terms "assignment", "interested persons", and a "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 exemptions as may be granted by the Securities and Exchange Commission. 12. 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 shall be construed as being inconsistent with the 1940 Act. 13. 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 680 East Swedesford Road Wayne, PA 19087 Attn: Legal Department To the Trust at: SEI Financial Management Corporation 680 East Swedesford Road Wayne, PA 19087 Attn: Legal Department 14. SEVERABILITY. If any provision of this Agreement shall be held or made invalid by a court decision, statute, rule or otherwise, the remainder of this Agreement shall not be affected thereby. 15. 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. A copy of the Declaration of Trust of the Trust is on file with the Secretary of State of the Commonwealth of Massachusetts, and notice is hereby given that this instrument is executed on behalf of the Trustees of the Trust as Trustees, and is not binding upon any of the Trustees, officers, or shareholders of the Trust individually but binding only upon the assets and property of the Trust. No Portfolio of the Trust shall be liable for the obligations of any other Portfolio of the Trust. Without limiting the generality of the foregoing, the Adviser shall look only to the assets of a particular Portfolio for payment of 22 5 fees for services rendered to that Portfolio. 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 as of the day and year first written above. SEI International Trust SEI Financial Management Corporation By: /s/Kevin P. Robins By: /s/Robert B. Carroll - -------------------------------------------------------------------------------- Attest: /s/Robert B. Carroll Attest: /s/Kevin P. Robins - -------------------------------------------------------------------------------- 5 6 AMENDED SCHEDULE DATED MARCH 15, 1996 TO THE INVESTMENT ADVISORY AGREEMENT DATED DECEMBER 16, 1994 BETWEEN SEI INTERNATIONAL TRUST AND SEI FINANCIAL MANAGEMENT CORPORATION Pursuant to Article 4, the Trust shall pay the Adviser compensation at an annual rate as follows: Emerging Markets Equity Portfolio 1.05% International Equity Portfolio (formerly, Core .505% International Equity Portfolio) Pacific Basin Equity .55% European Equity .475%
24 EX-99.B11 6 CONSENTS OF INDEPENDENT ACCOUNTANTS 1 EXHIBIT 99.B11 CONSENT OF INDEPENDENT ACCOUNTANTS We hereby consent to the use in the Statement of Additional Information constituting part of this Post-Effective Amendment No. 21 to the registration statement on Form N-1A (the "Registration Statement") of our report dated April 10, 1996, relating to the financial statements and financial highlights of SEI International Trust, which appears in such Statement of Additional Information, and to the incorporation by reference of our report into the Prospectus which constitutes part of this Registration Statement. We also consent to the reference to us under the headings "Financial Statements" and "Experts" in such Statement of Additional Information and to the references to us under the headings "Financial Highlights" and "General Information - Counsel and Independent Accountants" in such Prospectus. /s/ Price Waterhouse LLP PRICE WATERHOUSE LLP Philadelphia, PA April 24, 1996 EX-99.B18 7 CERTIFICATE OF CLASS DESIGNATION 1 EXHIBIT 99.B18 SEI INTERNATIONAL TRUST CERTIFICATE OF CLASS DESIGNATION Class A Shares 1. Class-Specific Distribution Arrangements; Other Expenses Class A shares are sold without a sales charge, but are subject to a shareholder servicing fee of up to .25% payable to the Distributor. 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. 2. Eligibility of Purchasers Class A shares do not require a minimum initial investment and are available only to financial institutions and intermediaries. 3. Exchange Privileges Class A shares of each Portfolio may be exchanged for Class A 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 A shareholder will have one vote for each full Class A share held and a fractional vote for each fractional Class A share held. Class A shareholders will have exclusive voting rights regarding any matter submitted to shareholders that relates solely to Class A (such as a distribution plan or service agreement relating to Class A), and will have separate voting rights on any other matter submitted to shareholders in which the interests of the Class A shareholders differ from the interests of holders of any other class. 5. Conversion Rights Class A shares do not have a conversion feature. 2 SEI INTERNATIONAL TRUST CERTIFICATE OF CLASS DESIGNATION Class D Shares 1. Class-Specific Distribution Arrangements: Other Expenses Class D shares are sold with a sales charge, and are subject to Rule 12b-1 distribution plan payments of up to .30% for the International Equity Portfolio payable to the Distributor. The Distributor may use this fee for (i) compensation for its services in connection with distribution assistance or provision of shareholder services; or (ii) payments to financial institutions and intermediaries such as banks, savings and loan associations, insurance companies and investment counselors, broker-dealers and the Distributor's affiliates and subsidiaries as compensation for services or reimbursement of expenses incurred in connection with distribution assistance or provision of shareholder services. 2. Eligibility of Purchasers Class D shares require a minimum initial investment of $1,000 and may be purchased through intermediaries which provide various levels of shareholder services to their customers. 3. Exchange Privileges Class D shares of each Portfolio may be exchanged for Class D 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 the new investors. 4. Voting Rights Each Class D shareholder will have one vote for each full Class D share held and a fractional vote for each fractional Class D share held. Class D shareholders will have exclusive voting rights regarding any matter submitted to shareholders that relates solely to Class D (such as a distribution plan or service agreement relating to Class D), and will have separate voting rights on any other matter submitted to shareholders in which the interests of the Class D shareholders differ from the interests of holders of any other class. 5. Conversion Rights Class D shares do not have a conversion feature. EX-99.B24 8 POWERS OF ATTORNEY 1 EXHIBIT 99.B24 SEI LIQUID ASSET TRUST SEI TAX EXEMPT TRUST SEI DAILY INCOME TRUST SEI INDEX FUNDS SEI INSTITUTIONAL MANAGED TRUST SEI INTERNATIONAL TRUST SEI INSTITUTIONAL INVESTMENTS TRUST POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned trustee and/or officer of the above referenced funds (the "Trusts"), each a business trust organized under the laws of The Commonwealth of Massachusetts, hereby constitutes and appoints David G. Lee, Kevin P. Robins and Carmen V. Romeo, and each of them singly, his or her true and lawful attorney-in-fact and agent with full power of substitution and resubstitution, to sign for him or her and in his or her name, place and stead, and in the capacity indicated below, to sign any or all amendments (including post-effective amendments) to each Trust's Registration Statement on Form N-1A under the provisions of the Investment Company Act of 1940 and the Securities Act of 1933, each such Act as amended, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, acting alone, full power and authority to do and perform each and every act and thing requisite or necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof. IN WITNESS WHEREOF, the undersigned has hereunto set his or her hand and seal as of the date set forth below. /s/James M. Storey Date: March 8, 1995 - ------------------------ ------------- James M. Storey Trustee 2 SEI LIQUID ASSET TRUST SEI TAX EXEMPT TRUST SEI DAILY INCOME TRUST SEI INDEX FUNDS SEI INSTITUTIONAL MANAGED TRUST SEI INTERNATIONAL TRUST SEI INSTITUTIONAL INVESTMENTS TRUST POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned trustee and/or officer of the above referenced funds (the "Trusts"), each a business trust organized under the laws of The Commonwealth of Massachusetts, hereby constitutes and appoints David G. Lee, Kevin P. Robins and Carmen V. Romeo, and each of them singly, his or her true and lawful attorney-in-fact and agent with full power of substitution and resubstitution, to sign for him or her and in his or her name, place and stead, and in the capacity indicated below, to sign any or all amendments (including post-effective amendments) to each Trust's Registration Statement on Form N-1A under the provisions of the Investment Company Act of 1940 and the Securities Act of 1933, each such Act as amended, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, acting alone, full power and authority to do and perform each and every act and thing requisite or necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof. IN WITNESS WHEREOF, the undersigned has hereunto set his or her hand and seal as of the date set forth below. /s/ Robert A. Nesher Date: March 9, 1995 - ----------------------- ------------- Robert A. Nesher Trustee 3 SEI LIQUID ASSET TRUST SEI TAX EXEMPT TRUST SEI DAILY INCOME TRUST SEI INDEX FUNDS SEI INSTITUTIONAL MANAGED TRUST SEI INTERNATIONAL TRUST SEI INSTITUTIONAL INVESTMENTS TRUST POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned trustee and/or officer of the above referenced funds (the "Trusts"), each a business trust organized under the laws of The Commonwealth of Massachusetts, hereby constitutes and appoints David G. Lee, Kevin P. Robins and Carmen V. Romeo, and each of them singly, his or her true and lawful attorney-in-fact and agent with full power of substitution and resubstitution, to sign for him or her and in his or her name, place and stead, and in the capacity indicated below, to sign any or all amendments (including post-effective amendments) to each Trust's Registration Statement on Form N-1A under the provisions of the Investment Company Act of 1940 and the Securities Act of 1933, each such Act as amended, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, acting alone, full power and authority to do and perform each and every act and thing requisite or necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof. IN WITNESS WHEREOF, the undersigned has hereunto set his or her hand and seal as of the date set forth below. /s/ Edward W. Binshadler Date: March 8, 1995 - --------------------------- ------------- Edward W. Binshadler Trustee 4 SEI LIQUID ASSET TRUST SEI TAX EXEMPT TRUST SEI DAILY INCOME TRUST SEI INDEX FUNDS SEI INSTITUTIONAL MANAGED TRUST SEI INTERNATIONAL TRUST SEI INSTITUTIONAL INVESTMENTS TRUST POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned trustee and/or officer of the above referenced funds (the "Trusts"), each a business trust organized under the laws of The Commonwealth of Massachusetts, hereby constitutes and appoints David G. Lee, Kevin P. Robins and Carmen V. Romeo, and each of them singly, his or her true and lawful attorney-in-fact and agent with full power of substitution and resubstitution, to sign for him or her and in his or her name, place and stead, and in the capacity indicated below, to sign any or all amendments (including post-effective amendments) to each Trust's Registration Statement on Form N-1A under the provisions of the Investment Company Act of 1940 and the Securities Act of 1933, each such Act as amended, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, acting alone, full power and authority to do and perform each and every act and thing requisite or necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof. IN WITNESS WHEREOF, the undersigned has hereunto set his or her hand and seal as of the date set forth below. /s/ Richard F. Blanchard Date: March 8, 1995 - --------------------------- ------------- Richard F. Blanchard Trustee 5 SEI LIQUID ASSET TRUST SEI TAX EXEMPT TRUST SEI DAILY INCOME TRUST SEI INDEX FUNDS SEI INSTITUTIONAL MANAGED TRUST SEI INTERNATIONAL TRUST SEI INSTITUTIONAL INVESTMENTS TRUST POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned trustee and/or officer of the above referenced funds (the "Trusts"), each a business trust organized under the laws of The Commonwealth of Massachusetts, hereby constitutes and appoints David G. Lee, Kevin P. Robins and Carmen V. Romeo, and each of them singly, his or her true and lawful attorney-in-fact and agent with full power of substitution and resubstitution, to sign for him or her and in his or her name, place and stead, and in the capacity indicated below, to sign any or all amendments (including post-effective amendments) to each Trust's Registration Statement on Form N-1A under the provisions of the Investment Company Act of 1940 and the Securities Act of 1933, each such Act as amended, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, acting alone, full power and authority to do and perform each and every act and thing requisite or necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof. IN WITNESS WHEREOF, the undersigned has hereunto set his or her hand and seal as of the date set forth below. /s/ William M. Doran Date: March 7, 1995 - ----------------------- ------------- William M. Doran Trustee 6 SEI LIQUID ASSET TRUST SEI TAX EXEMPT TRUST SEI DAILY INCOME TRUST SEI INDEX FUNDS SEI INSTITUTIONAL MANAGED TRUST SEI INTERNATIONAL TRUST SEI INSTITUTIONAL INVESTMENTS TRUST POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned trustee and/or officer of the above referenced funds (the "Trusts"), each a business trust organized under the laws of The Commonwealth of Massachusetts, hereby constitutes and appoints David G. Lee, Kevin P. Robins and Carmen V. Romeo, and each of them singly, his or her true and lawful attorney-in-fact and agent with full power of substitution and resubstitution, to sign for him or her and in his or her name, place and stead, and in the capacity indicated below, to sign any or all amendments (including post-effective amendments) to each Trust's Registration Statement on Form N-1A under the provisions of the Investment Company Act of 1940 and the Securities Act of 1933, each such Act as amended, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, acting alone, full power and authority to do and perform each and every act and thing requisite or necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof. IN WITNESS WHEREOF, the undersigned has hereunto set his or her hand and seal as of the date set forth below. /s/ F. Wendell Gooch Date: March 8, 1995 - ----------------------- ------------- F. Wendell Gooch Trustee 7 SEI LIQUID ASSET TRUST SEI TAX EXEMPT TRUST SEI DAILY INCOME TRUST SEI INDEX FUNDS SEI INSTITUTIONAL MANAGED TRUST SEI INTERNATIONAL TRUST SEI INSTITUTIONAL INVESTMENTS TRUST POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned trustee and/or officer of the above referenced funds (the "Trusts"), each a business trust organized under the laws of The Commonwealth of Massachusetts, hereby constitutes and appoints David G. Lee, Kevin P. Robins and Carmen V. Romeo, and each of them singly, his or her true and lawful attorney-in-fact and agent with full power of substitution and resubstitution, to sign for him or her and in his or her name, place and stead, and in the capacity indicated below, to sign any or all amendments (including post-effective amendments) to each Trust's Registration Statement on Form N-1A under the provisions of the Investment Company Act of 1940 and the Securities Act of 1933, each such Act as amended, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, acting alone, full power and authority to do and perform each and every act and thing requisite or necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof. IN WITNESS WHEREOF, the undersigned has hereunto set his or her hand and seal as of the date set forth below. /s/ Frank E. Morris Date: March 9, 1995 - ----------------------- ------------- Frank E. Morris Trustee 8 SEI LIQUID ASSET TRUST SEI TAX EXEMPT TRUST SEI DAILY INCOME TRUST SEI INDEX FUNDS SEI INSTITUTIONAL MANAGED TRUST SEI INTERNATIONAL TRUST SEI INSTITUTIONAL INVESTMENTS TRUST POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned trustee and/or officer of the above referenced funds (the "Trusts"), each a business trust organized under the laws of The Commonwealth of Massachusetts, hereby constitutes and appoints David G. Lee, Kevin P. Robins and Carmen V. Romeo, and each of them singly, his or her true and lawful attorney-in-fact and agent with full power of substitution and resubstitution, to sign for him or her and in his or her name, place and stead, and in the capacity indicated below, to sign any or all amendments (including post-effective amendments) to each Trust's Registration Statement on Form N-1A under the provisions of the Investment Company Act of 1940 and the Securities Act of 1933, each such Act as amended, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, acting alone, full power and authority to do and perform each and every act and thing requisite or necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof. IN WITNESS WHEREOF, the undersigned has hereunto set his or her hand and seal as of the date set forth below. /s/ Jeffrey A. Cohen Date: March 9, 1995 - ----------------------- ------------- Jeffrey A. Cohen Controller & Assistant Secretary 9 SEI LIQUID ASSET TRUST SEI TAX EXEMPT TRUST SEI DAILY INCOME TRUST SEI INDEX FUNDS SEI INSTITUTIONAL MANAGED TRUST SEI INTERNATIONAL TRUST SEI INSTITUTIONAL INVESTMENTS TRUST POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned trustee and/or officer of the above referenced funds (the "Trusts"), each a business trust organized under the laws of The Commonwealth of Massachusetts, hereby constitutes and appoints Kevin P. Robins and Carmen V. Romeo, and each of them singly, his or her true and lawful attorney-in-fact and agent with full power of substitution and resubstitution, to sign for him or her and in his or her name, place and stead, and in the capacity indicated below, to sign any or all amendments (including post-effective amendments) to each Trust's Registration Statement on Form N-1A under the provisions of the Investment Company Act of 1940 and the Securities Act of 1933, each such Act as amended, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, acting alone, full power and authority to do and perform each and every act and thing requisite or necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof. IN WITNESS WHEREOF, the undersigned has hereunto set his or her hand and seal as of the date set forth below. /s/ David G. Lee Date: March 14, 1995 - ------------------- ------------- David G. Lee President & Chief Executive Officer 10 SEI LIQUID ASSET TRUST SEI TAX EXEMPT TRUST SEI DAILY INCOME TRUST SEI INDEX FUNDS SEI INSTITUTIONAL MANAGED TRUST SEI INTERNATIONAL TRUST SEI INSTITUTIONAL INVESTMENTS TRUST POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned trustee and/or officer of the above referenced funds (the "Trusts"), each a business trust organized under the laws of The Commonwealth of Massachusetts, hereby constitutes and appoints David G. Lee and Carmen V. Romeo, and each of them singly, his or her true and lawful attorney-in-fact and agent with full power of substitution and resubstitution, to sign for him or her and in his or her name, place and stead, and in the capacity indicated below, to sign any or all amendments (including post-effective amendments) to each Trust's Registration Statement on Form N-1A under the provisions of the Investment Company Act of 1940 and the Securities Act of 1933, each such Act as amended, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, acting alone, full power and authority to do and perform each and every act and thing requisite or necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof. IN WITNESS WHEREOF, the undersigned has hereunto set his or her hand and seal as of the date set forth below. /s/ Kevin P. Robins Date: March 8, 1995 - ----------------------- ------------- Kevin P. Robins Vice President & Assistant Secretary 11 SEI LIQUID ASSET TRUST SEI TAX EXEMPT TRUST SEI DAILY INCOME TRUST SEI INDEX FUNDS SEI INSTITUTIONAL MANAGED TRUST SEI INTERNATIONAL TRUST SEI INSTITUTIONAL INVESTMENTS TRUST POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned trustee and/or officer of the above referenced funds (the "Trusts"), each a business trust organized under the laws of The Commonwealth of Massachusetts, hereby constitutes and appoints David G. Lee and Kevin P. Robins, and each of them singly, his or her true and lawful attorney-in-fact and agent with full power of substitution and resubstitution, to sign for him or her and in his or her name, place and stead, and in the capacity indicated below, to sign any or all amendments (including post-effective amendments) to each Trust's Registration Statement on Form N-1A under the provisions of the Investment Company Act of 1940 and the Securities Act of 1933, each such Act as amended, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, acting alone, full power and authority to do and perform each and every act and thing requisite or necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof. IN WITNESS WHEREOF, the undersigned has hereunto set his or her hand and seal as of the date set forth below. /s/ Carmen V. Romeo Date: March 8, 1995 - ----------------------- ------------- Carmen V. Romeo Treasurer EX-27.1 9 FDS FOR INTERNATIONAL EQUITY PORTFOLIO
6 0000835597 SEI INTERNATIONAL TRUST 010 INTERNATIONAL EQUITY 1,000 YEAR FEB-29-1996 MAR-01-1995 FEB-29-1996 316400 342725 8939 3091 0 354755 6147 0 763 6910 0 312486 34754 34249 (1739) 0 10606 0 26290 347845 7752 351 0 3996 4107 20747 25517 50371 3743 (5932) (28871) 0 20144 (21676) 2037 505 (31) 9069 0 0 1524 0 4115 318607 9.59 .14 1.45 (.19) (.99) 0 10.00 1.25 0 0
EX-27.2 10 FDS FOR INTERNATIONAL EQUITY PROVANTAGE
6 0000835597 SEI INTERNATIONAL TRUST 011 INTERNATIONAL EQUITY PROVANTAGE 1,000 YEAR FEB-29-1996 MAR-01-1995 FEB-29-1996 316400 342725 8939 3091 0 354755 6147 0 763 6910 0 202 20 5 (1739) 0 10606 0 26290 347845 7752 351 0 3996 4107 20747 25517 50371 3743 (3) (17) 0 15 (2) 2 15 (31) 9069 0 0 1524 0 4115 148 9.56 .04 1.50 (.18) (.99) 0 9.93 1.65 0 0
EX-27.3 11 FDS FOR EURPOEAN EQUITY PORTFOLIO
6 0000835597 SEI INTERNATIONAL TRUST 030 EUROPEAN EQUITY 1,000 YEAR FEB-29-1996 MAR-01-1995 FEB-29-1996 65871 75270 2444 3975 0 81689 3312 0 256 3568 0 67059 6354 3663 1 0 1662 0 9399 78121 1163 197 0 700 660 1831 9285 11776 30620 (553) 0 0 424 (1599) 41 41843 (10) (263) 0 0 225 0 815 53667 9.90 .11 2.39 (.10) 0 0 12.30 1.30 0 0
EX-27.4 12 FDS FOR PACIFIC BASIN EQUITY PORTFOLIO
6 0000835597 SEI INTERNATIONAL TRUST 040 PACIFIC BASIN EQUITY 1,000 YEAR FEB-29-1996 MAR-01-1995 FEB-29-1996 63874 66099 493 2924 0 69515 333 0 122 455 0 67570 6915 3784 (9) 0 (725) 0 2225 69061 531 125 0 640 16 (4) 6979 6991 29804 (782) 0 0 7275 (4144) 0 36013 0 36 0 0 237 0 788 49152 8.73 .03 1.36 (.13) 0 0 9.99 1.30 0 0
EX-27.5 13 FDS FOR EMERGING MARKETS EQUITY PORTFOLIO
6 0000835597 SEI INTERNATIONAL TRUST 050 EMERGING MARKETS EQUITY 1,000 YEAR FEB-29-1996 MAR-01-1995 FEB-29-1996 67513 68617 1857 504 0 70978 3612 0 185 3797 0 66242 6147 516 (199) 0 37 0 1101 67181 315 192 0 577 (70) 55 1048 1033 61002 (11) (143) 0 5959 (329) 1 61881 6 1 0 0 297 0 778 29637 10.27 (.02) .72 0 (.04) 0 10.93 1.95 0 0
EX-27.6 14 FDS INTERNATIONAL FIXED INCOME
6 0000835597 SEI INTERNATIONAL TRUST 020 INTERNATIONAL FIXED INCOME 1,000 YEAR FEB-29-1996 MAR-01-1995 FEB-29-1996 80229 78782 16813 21 0 100997 4688 0 11991 16679 0 85549 7833 4086 (1123) 0 770 0 (878) 84318 0 3527 0 617 2910 5218 (2412) 5716 43656 (6969) (665) 0 6081 (2894) 559 3746 454 (1301) 0 0 186 0 788 61846 10.42 .58 .89 (1.02) (.10) 0 10.77 1.00 0 0
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