-----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, JOQAAf5NGSawYOuLE1QJi7UX0ksGaZ5EiWcuvJGonCZppkOY9pgR7n1MgAz3nQxY JmdyxfuajmPw4SVfIsRUJQ== 0000893220-96-001041.txt : 19960624 0000893220-96-001041.hdr.sgml : 19960624 ACCESSION NUMBER: 0000893220-96-001041 CONFORMED SUBMISSION TYPE: DEFS14A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19960705 FILED AS OF DATE: 19960621 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: DEFS14A SEC ACT: 1934 Act SEC FILE NUMBER: 811-05601 FILM NUMBER: 96584006 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 DEFS14A 1 SEI INTERNATIONAL TRUST-DEFINITIVE PROXY 1 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant [X] Filed by a Party other than the Registrant [ ] Check the appropriate box: [ ] Preliminary Proxy Statement [X] Definitive Proxy Statement [ ] Definitive Additional Materials [ ] Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12 SEI INTERNATIONAL TRUST - ------------------------------------------------------------------------------- (Name of Registrant as Specified In Its Charter) same - ------------------------------------------------------------------------------- (Name of Person(s) Filing Proxy Statement) Payment of Filing Fee (Check the appropriate box): [X] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), 14a-6(i)(2), or Item 22(a)(2) of Schedule 14A. [ ] $500 per each party to the controversy pursuant to Exchange Act Rule 14a-6(i)(3). [ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11. 1) Title of each class of securities to which transaction applies: N/A __________________________________________________________________ 2) Aggregate number of securities to which transaction applies: N/A __________________________________________________________________ 3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 N/A __________________________________________________________________ 4) Proposed maximum aggregate value of transaction: N/A __________________________________________________________________ [ ] Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. 1) Amount Previously Paid: __________________________________________________________________ 2) Form, Schedule or Registration Statement No.: __________________________________________________________________ 3) Filing Party: __________________________________________________________________ 4) Date Filed: __________________________________________________________________ 2 SEI LIQUID ASSET TRUST SEI DAILY INCOME TRUST SEI TAX EXEMPT TRUST SEI INDEX FUNDS SEI INSTITUTIONAL MANAGED TRUST SEI INTERNATIONAL TRUST IMPORTANT SHAREHOLDER INFORMATION The document you hold in your hands contains your proxy statement and proxy card(s). A proxy card is, in essence, a ballot. When you vote your proxy, it tells us how to vote on your behalf on important issues relating to your Trust. If you simply sign the proxy card without specifying a vote, your shares will be voted in accordance with the recommendations of the Board of Trustees. We urge you to spend a few minutes with the proxy statement, fill out each proxy card, and return it to us. Voting your proxy, and doing so promptly, ensures that a Trust will not need to conduct additional mailings. When shareholders do not return their proxies in sufficient numbers, we have to incur the expense of follow-up solicitations, which may cost your Trust money. Please take a few moments to exercise your right to vote. Thank you. 3 Dear Shareholder, It is with the deepest regret that we notify you of the recent death of Richard F. Blanchard, a member of the SEI Mutual Fund Board of Trustees since 1981. As a result of Mr. Blanchard's sudden death, we have scheduled a shareholder meeting and seek your approval of the nomination of George J. Sullivan, Jr., as well as the existing Trustees, to serve as the SEI Mutual Fund Board of Trustees. The attached proxy statement solicits your vote as a Shareholder in one or more portfolios of the following six mutual fund complexes (collectively, the "Trusts") on this important proposal. SEI Liquid Asset Trust SEI Tax Exempt Trust SEI Daily Income Trust SEI Index Funds SEI Institutional Managed Trust SEI International Trust
A Special Meeting of the Shareholders of the Trusts has been scheduled for Friday, July 5, 1996. Even if you are not currently a Shareholder, if you were a Shareholder of record as of the close of business on June 6, 1996, you are entitled to vote at the meeting or any adjournment of the meeting. While you are, of course, welcome to join us at the meeting, most Shareholders cast their votes by filling out and signing the enclosed proxy card(s). Whether or not you plan to attend the meeting, we need your vote. Please mark, sign, and date each enclosed proxy card and return it promptly in the enclosed postage-paid envelope so that the maximum number of shares may be voted. The attached proxy statement is designed to give you further information relating to Mr. Sullivan and the other nominees, as well as the proposal on which you are asked to vote. We encourage you to support the Trustees' recommendations. The proposal described in the proxy statement relates to the following matter. 1. TO CONSIDER AND ACT UPON A PROPOSAL TO ELECT A BOARD OF TRUSTEES. Your vote is important to us. Please do not hesitate to call 1-800-DIAL-SEI if you have any questions about the Proposal under consideration. Thank you for taking the time to consider this important proposal and for your investment in the SEI Funds. Sincerely, LOGO David G. Lee President and Chief Executive Officer SEI Funds 4 SEI LIQUID ASSET TRUST SEI DAILY INCOME TRUST SEI TAX EXEMPT TRUST SEI INDEX FUNDS SEI INSTITUTIONAL MANAGED TRUST SEI INTERNATIONAL TRUST 2 OLIVER STREET BOSTON, MA 02109 NOTICE OF SPECIAL MEETING OF SHAREHOLDERS JULY 5, 1996 Notice is hereby given that a concurrent Special Meeting of Shareholders of each of SEI Liquid Asset Trust, SEI Daily Income Trust, SEI Tax Exempt Trust, SEI Index Funds, SEI Institutional Managed Trust, and SEI International Trust (each a "Trust" and, together, the "Trusts") will be held at 680 East Swedesford Road, Wayne, Pennsylvania 19087-1658 on July 5, 1996, at 3:30 p.m. Eastern time (the "Meeting"). At the Meeting, shareholders of each Trust (the "Shareholders") will be asked to consider and act on the proposed election of a new Board of Trustees for each Trust. Each enclosed proxy card ("Proxy") permits Shareholders of each Trust to vote for (or withhold authority to vote for) all of the nominees for the Board of Trustees of their Trust by checking a single box, or to vote for (or withhold authority for) individual nominees. In accordance with their own discretion, the proxies are authorized to vote on such other business as may properly come before the Meeting. All Shareholders of each Trust are cordially invited to attend the Meeting. However, if you are unable to be present at the Meeting, it is requested that you mark, sign and date each enclosed proxy card and return it promptly in the enclosed, postage-paid envelope so that the Meeting may be held and a maximum number of shares may be voted. Only Shareholders of record at the close of business on June 6, 1996, are entitled to notice of, and to vote at, the Meeting or any adjournments thereof. June 24, 1996 BY ORDER OF THE BOARD OF TRUSTEES OF EACH TRUST RICHARD W. GRANT, SECRETARY 5 SEI LIQUID ASSET TRUST SEI DAILY INCOME TRUST SEI TAX EXEMPT TRUST SEI INDEX FUNDS SEI INSTITUTIONAL MANAGED TRUST SEI INTERNATIONAL TRUST 2 OLIVER STREET BOSTON, MA 02109 ------------------------ PROXY STATEMENT This proxy statement is furnished in connection with the solicitation of proxies by the Boards of Trustees of SEI Liquid Asset Trust ("SLAT"), SEI Daily Income Trust ("SDIT"), SEI Tax Exempt Trust ("STET"), SEI Index Funds ("SIF"), SEI Institutional Managed Trust ("SIMT"), and SEI International Trust ("SIT") (each a "Trust" and, together, the "Trusts") for use at the concurrent Special Meeting of Shareholders to be held on July 5, 1996, at 3:30 p.m. Eastern time, at 680 East Swedesford Road, Wayne, Pennsylvania, 19087-1658, and at any adjourned session thereof (such meeting and any adjournments thereof are hereinafter referred to as the "Meeting"). Shareholders of each Trust of record at the close of business on June 6, 1996 ("Record Date"), are the only Shareholders entitled to vote at the Meeting (the "Shareholders"). The table below sets forth the number of shares issued and outstanding as of June 6, 1996:
TRUST SHARES OUTSTANDING --------------------------------------------- ---------------------- SEI Liquid Asset Trust 1,806,842,253.560 SEI Daily Income Trust 4,848,164,882.236 SEI Tax Exempt Trust 1,715,194,110.287 SEI Index Funds 36,860,400.697 SEI Institutional Managed Trust 218,416,697.818 SEI International Trust 70,268,648.775
Each share is entitled to one vote and each fractional share is entitled to a proportionate fractional vote on each matter to be acted upon at the Meeting by Shareholders of a Trust. Shareholders of each Trust will vote together with other shareholders of that Trust. In addition to the solicitation of proxies by mail, officers and employees of SEI Financial Management Services ("SFM"), 680 East Swedesford Road, Wayne, Pennsylvania 19087-1658, or third parties hired for such purpose, may solicit proxies in person or by telephone. Employees of SFM will not be paid for their solicitation activities. Persons holding shares as nominees will, upon request, be reimbursed for their reasonable expenses incurred in sending soliciting materials to their principals. The cost of solicitation will be borne by each of the Trusts. This Proxy Statement is being mailed to Shareholders on or about June 24, 1996. 1 6 Shares represented by duly executed Proxies will be voted in accordance with the instructions given. Proxies may be revoked at any time by a Shareholder before they are exercised by a written revocation received by the President of the Trust at 680 East Swedesford Road, Wayne, Pennsylvania 19087-1658, by properly executing a later-dated proxy, or by attending the Meeting and voting in person. THOSE SHAREHOLDERS WHO WISH TO VOTE FOR OR AGAINST ALL OF THE NOMINEES FOR THE BOARD OF TRUSTEES MAY CHECK A SINGLE BOX ON EACH PROXY CARD. SHAREHOLDERS ALSO MAY VOTE FOR OR AGAINST THE NOMINEES INDIVIDUALLY. SHAREHOLDERS ARE REMINDED TO COMPLETE, SIGN AND RETURN A PROXY CARD FOR EACH PORTFOLIO OF EACH TRUST IN WHICH THEY HOLD SHARES. PROPOSAL TO ELECT A NEW BOARD OF TRUSTEES At a meeting of the Board of Trustees of each Trust held on June 3, 1996, the Trustees called a Special Meeting of Shareholders in order to elect a new Board of Trustees. The current Trustees, Robert A. Nesher, William M. Doran, Frank E. Morris, and F. Wendell Gooch, after due consideration, unanimously approved each nominee to serve as a member of the Board of Trustees. In considering the nominees for election as Trustees of the Trusts, the Trustees took into account the qualifications of each of the nominees and the concern for the continued efficient conduct of the Trusts' business. In this latter regard, the Trustees took into account the recent death of one of the Trustees, which reduced the Boards' flexibility in appointing new or replacement members in light of the restrictions of the Investment Company Act of 1940 (the "Investment Company Act"). In accordance with Rule 12b-1 adopted under the Investment Company Act, the selection and nomination of each proposed Trustee who will be an Independent Trustee was carried out by Messrs. Gooch and Morris, who are currently Independent Trustees. The current Trustees will continue to serve as Trustees until the Shareholders approve the new members of the Board. Messrs. Nesher and Doran are and will continue to be "interested persons" of each Trust, as defined by Section 2(a)(19) of the Investment Company Act. Upon their election and qualification, the six nominees listed below will constitute the Board of Trustees of each Trust. Mr. Storey has been a Trustee of SIT, and an Honorary Trustee of SIMT, SIF, SDIT, SLAT and STET since December, 1993. Because the Trusts do not hold regular annual shareholder meetings, each nominee, if elected, will hold office until his successor is elected and qualified. Under Massachusetts law, a trust registered under the Investment Company Act is not required to hold an annual meeting. The Trusts have availed themselves of this provision and will achieve cost savings by eliminating printing costs, mailing charges and other expenses involved in routine annual meetings. Even with the elimination of routine annual meetings, the Board of Trustees of the Trusts may call special meetings of shareholders for action by shareholder vote as may be required by the Investment Company Act or required or permitted by the Declarations of Trust and By-Laws of the Trusts. In compliance with the Investment Company Act, shareholder meetings will be held to elect Trustees 2 7 whenever fewer than a majority of the Trustees holding office have been elected by the shareholders or, if necessary in the case of filling vacancies, to assure that at least two-thirds of the Trustees holding office after vacancies are filled have been elected by the shareholders. The Trusts may hold shareholder meetings to approve changes in investment policy, a new investment advisory agreement or other matters requiring shareholder action under the Investment Company Act. Each of the nominees is currently a Trustee of each Trust, except for Mr. Storey, who is a Trustee of SIT only and Mr. Sullivan who has not previously served as a Trustee of any of the Trusts. THE NOMINEES The following information is provided for each of the six nominees. It includes the nominee's name, amount of shares of each Trust beneficially owned, principal occupation(s) or employment during the past five years, and directorships with other companies which file reports periodically with the Securities and Exchange Commission.
PRINCIPAL OCCUPATION; NAME DOB SHARES OWNED*** DIRECTORSHIPS - ------------------------ --------- --------------------- --------------------------------- Robert A. Nesher* 8/17/46 SEI Institutional Chairman of the Board of Trustees Managed Trust: -Executive Vice President of SEI, Capital 1986-1994. Director and Executive Appreciation Vice President of SFM and 499.45 Executive Vice President of SEI Core Fixed Income Financial Services Company 5,787.22 ("SFS"), the Trusts' distributor, Equity Income 1981-1994. 3,595.87 Large Cap Value 4,044.22 Large Cap Growth 3,844.61 Small Cap Growth 295.53 Frank E. Morris** 12/30/23 None Peter Drucker Professor of Management, Boston College since 1989. F. Wendell Gooch** 12/3/32 None President, Orange County Publishing Co., Inc. since October, 1981; Publisher, Paoli News, Paoli Republican and Editor of Paoli Republic since 1981; President, H&W Distribution, Inc. since 1984. James M. Storey 4/12/31 None Partner, Dechert Price & Rhoads, from September 1987 - December 1993; Honorary Trustee, SLAT, SDIT, STET, SIF and SIMT since December, 1993.
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PRINCIPAL OCCUPATION; NAME DOB SHARES OWNED*** DIRECTORSHIPS - ------------------------ --------- --------------------- --------------------------------- William M. Doran* 5/26/40 None Partner, Morgan, Lewis & Bockius LLP, counsel to the Trusts, since October 1976; Director and Secretary, SEI Corporation, parent of the Trusts' Manager, Administrator and Distributor, since 1974 and 1978, respectively. George J. Sullivan, Jr. 11/13/42 None General Partner, Teton Partners, L.P., since 1991; Chief Financial Officer, Noble Partners, L.P., since 1991; Treasurer and Clerk, Peak Asset Management, Inc., since 1991; Trustee, Navigator Securities Lending Trust, since 1995.
- --------------- * Messrs. Nesher and Doran are "interested persons" as defined by Section 2(a)(19) of the Investment Company Act of each Trust. No other nominee is an "interested person" of the Trusts. ** Member of Audit Committee of the current Board. *** Shares of the Trust beneficially owned directly or indirectly at June 10, 1996. As of February 29, 1996, Mr. Nesher owned .26%, and Mr. Doran beneficially owned or had the right to acquire 4.2% of the outstanding shares of SEI Corporation, the corporate parent of the Trusts' Manager, Administrator and Distributor. Of Mr. Doran's 4.2% interest, 85.2% is held in a trust for which Mr. Doran is a co-trustee and as to which he shares voting and investment power. Mr. Doran disclaims beneficial ownership of these shares. Other than Messrs. Nesher and Doran, during the past five years no nominee has had any material interest, direct or indirect, in any "affiliated person" of any Trust, including SFM and SEI Financial Services Company ("SFS"), the Trusts' distributor, nor has any nominee purchased or sold shares of any investment adviser to any of the Trusts. The number of Board of Trustees' meetings for each Trust during the periods indicated is set forth below:
MOST RECENT REGULAR BOARD MEETINGS AUDIT COMMITTEE MEETINGS TRUST FISCAL YEAR END DURING LAST FISCAL YEAR DURING LAST FISCAL YEAR - ---------------- ------------------- ------------------------ ------------------------- SLAT June 30, 1995 4 2 SDIT January 31, 1996 4 2 STET August 31, 1995 4 2 SIF March 31, 1996 4 2 SIMT September 30, 1995 4 2 SIT February 28, 1996 4 2
All Trustees attended each regular Board of Trustees meeting, except for Mr. Doran, who was absent from the September, 1995, December, 1995 and the March, 1996 meetings. All members of the current Audit Committee attended each such Audit Committee meeting. The function of the Audit Committee is to advise the Board of Trustees with regard to the appointment of the Trusts' independent accountants, review and approve audit and non-audit services of each Trust's independent accountants, and meet with the Trusts' financial officers to review the conduct of accounting and internal controls. The Boards do not have standing nominating or compensation committees. 4 9 The following represents the compensation paid to each Trustee during the most recently completed fiscal year of each Trust:
TOTAL COMPENSATION FROM FUND COMPLEX PAID TO TRUSTEES DURING THE MOST RECENT FISCAL PENSION OR RETIREMENT YEAR END OF THE AGGREGATE BENEFITS ACCRUED ESTIMATED ANNUAL TRUSTS FOR NAME OF PERSON, COMPENSATION AS PART OF FUND BENEFITS UPON RETIREMENT SERVICES POSITION TRUST FROM EACH TRUST COMPLEX EXPENSES FROM FUND COMPLEX ON 7 BOARDS - --------------------- ----- --------------- --------------------- ------------------------ ----------------- William M. Doran* SLAT $ 0 $0 $0 $ 0 Trustee SDIT 0 STET 0 SIF 0 SIMT 0 SIT 0 F. Wendell Gooch SLAT $ 7,930 $0 $0 $81,171 Trustee SDIT 16,070 STET 15,192 SIF 4,326 SIMT 23,132 SIT 14,521 Frank E. Morris SLAT $ 7,930 $0 $0 $81,171 Trustee SDIT 16,070 STET 15,192 SIF 4,326 SIMT 23,132 SIT 14,521 Robert A. Nesher* SLAT $ 0 $0 $0 $ 0 Chairman SDIT 0 STET 0 SIF 0 SIMT 0 SIT 0 James Storey** SLAT $ 7,930 $0 $0 $81,171 Honorary Trustee SDIT 16,070 STET 15,192 SIF 4,326 SIMT 23,132 SIT 14,521
- --------------- * Trustees who are "interested persons" as defined in the Investment Company Act. ** Mr. Storey received the stated amounts as compensation for service as an Honorary Trustee on each Trust's Board (except for SIT, where such compensation was for service on the Trust's Board) during the most recently completed fiscal year of each Trust. Appointment of Mr. Storey as a Trustee without prior shareholder approval was precluded, in the case of STET, SIF and SLAT, by the Declaration of Trust of each Trust, which authorizes Trustees to appoint a new Trustee only if thereafter at least two-thirds of the Trustees have been elected by shareholders. The Investment Company Act contains a similar provision, which precluded Mr. Storey's appointment to the SIMT and SDIT Boards. 5 10 EXECUTIVE OFFICERS Information about the Trusts' principal executive officers, including their names, ages, positions with the Trusts, length of service at such positions, and principal occupation or employment during the past five years, is set forth below.
PRINCIPAL OCCUPATION OR NAME DOB POSITION WITH THE TRUST POSITION SINCE EMPLOYMENT - ------------------- -------- ----------------------- -------------- ----------------------------- David G. Lee 4/16/52 President, Chief June, 1994 Senior Vice President of SFS Executive Officer since 1993, Vice President of SFS, 1991-1993 Kathryn L. Stanton 11/18/58 Vice President & June, 1994 Vice President and Assistant Assistant Secretary Secretary of SEI since 1994; Associate, Morgan, Lewis & Bockius LLP, 1989-1994 Sandra K. Orlow 10/18/53 Vice President & August, 1988 Vice President and Assistant Assistant Secretary Secretary of SEI since 1988 Kevin P. Robins 4/15/61 Vice President & June, 1994 Senior Vice President and Assistant Secretary General Counsel of SEI since 1994, Vice President & Secretary of SEI, 1992-1994; Associate, Morgan, Lewis & Bockius LLP, 1988-1992 Joseph M. Lydon 9/27/59 Vice President & June, 1995 Director of Business Assistant Secretary Administration of Fund Resources since 1995, Vice President of Fund Group and Vice President of Dreman Value Management, 1989-1995 Todd Cipperman 2/14/66 Vice President & June, 1995 Vice President and Assistant Assistant Secretary Secretary of SEI since 1995; Associate, Dewey Ballantine, 1994-1995; Associate, Winston & Strawn, 1991-1994 Barbara A. Nugent 6/18/56 Vice President & June, 1996 Associate, Drinker, Biddle & Assistant Secretary Reath (law firm), 1994-1995; Assistant Vice President/Administration, Delaware Service Company, Inc., 1981-1994 Marc H. Cahn 6/19/57 Vice President & June, 1996 Associate General Counsel, Assistant Secretary Barclays Bank, PLC, 1995-1996; Counsel for First Fidelity Bancorporation prior to 1995 Jeffery A. Cohen 4/22/61 Controller, Chief December, 1995 CPA, Vice President, Financial Officer International and Domestic Funds Accounting, Fund Resources, since 1991
6 11 As of June 6, 1996, the principal executive officers of the Trusts beneficially owned in the aggregate less than 1% of each Trust's then-outstanding shares. The persons named in the accompanying Proxy intend, in the absence of contrary instructions, to vote all Proxies in favor of the election of each nominee. A Shareholder may vote for or against any or all of the nominees. If you return an executed Proxy, but give no voting instructions, your shares will be voted for all nominees named herein for Trustees. All of the nominees have consented to being named in this Proxy Statement and to serve if elected. The Trusts know of no reason why any nominee would be unable or unwilling to serve if elected. Should any of the nominees become unable or unwilling to accept nomination or election prior to the Meeting, the persons named in the Proxy will exercise their voting power to vote for such substitute person or persons as the current Board of Trustees of each Trust may recommend. If a quorum is present in person or by proxy, the favorable vote of a majority of shares represented at the Meeting is required to elect Trustees. If any nominee is not approved by the Shareholders of a Trust, the Board will consider alternative nominations. THE TRUSTEES RECOMMEND THAT SHAREHOLDERS VOTE FOR EACH OF THE NOMINEES. GENERAL INFORMATION ABOUT THE TRUSTS AND OTHER MATTERS Investment Advisers and Administrator. SEI Financial Management Corporation, a wholly-owned subsidiary of SEI Corporation, 680 East Swedesford Road, Wayne, Pennsylvania 19087-1658, serves as each Trust's administrator, and as investment adviser to SEI Institutional Managed Trust, and to certain Portfolios of SEI International Trust and SEI Tax Exempt Trust. Wellington Management Company, 75 State Street, Boston, Massachusetts 02109, serves as investment adviser to SEI Liquid Asset Trust and SEI Daily Income Trust. World Asset Management, 100 Renaissance Center, Detroit, Michigan 48243, and Mellon Bond Associates, One Mellon Bank Center, Suite 4135, Pittsburgh, Pennsylvania 15258, serve as investment advisers to SEI Index Funds. Weiss, Peck & Greer, LLC, One New York Plaza, New York, New York 10004, Morgan Grenfell Asset Management, 1435 Walnut Street, Philadelphia, Pennsylvania 19102, and INTRUST Bank, N.A., 105 North Main Street, Box One, Wichita, Kansas, 67201, serve as investment advisers to certain Portfolios of SEI Tax Exempt Trust. Strategic Fixed Income L.P., 1001 Nineteenth Street North, 17th Floor, Arlington, Virginia, 22209, serves as investment adviser to the International Fixed Income Portfolio of SEI International Trust. Distribution of Shares. SEI Financial Services Company, a wholly-owned subsidiary of SEI Corporation, 680 East Swedesford Road, Wayne, Pennsylvania 19087-1658, serves as the distributor of each Trust's shares. 5% Shareholders. As of June 6, 1996, the following persons were the only persons who were, to the knowledge of each Trust, beneficial owners of 5% or more of shares of the Portfolios of the Trusts. 7 12
PERCENTAGE NAME AND ADDRESS NUMBER OF PORTFOLIO'S TRUST, PORTFOLIO OF BENEFICIAL OWNER OF SHARES SHARES - ------------------------- ---------------------------------- ----------------- -------------- SLAT, TREASURY SECURITIES First Union National Bank 51,956,582.3400 6.06% PORTFOLIO CMG 2 -- 1151 401 South Tryon St. Charlotte, NC 28288 First Hawaiian Bank 65,564,507.0600 7.65% Financial Management Group (FIDAC) P.O. Box 3200 Honolulu, HI 98647 North American Trust Company 43,549,259.9100 5.08% 225 Broadway, Suite 200 San Diego, CA 92101 REPUB & Co. 48,722,000.0000 5.68% c/o Imperial Trust Company 201 N. Figueroa St. #610 Los Angeles, CA 90012 Bank of America NT & SA 94,826,415.4900 11.06% P.O. Box 3577 Terminal Annex Los Angeles, CA 90051 River Oaks Trust Company 61,142,983.0000 7.13% Securities Movement & Control P.O. Box 4886 Houston, TX 77210-4886 SLAT, GOVERNMENT United Jersey Bank 32,516,784.8100 19.40% SECURITIES PORTFOLIO P.O. Box 547 Hackensack, NJ 07602 CoreStates Bank NA 23,249,609.2000 13.87% Penn Mutual Insurance Building Philadelphia, PA 19106 Trust Company of Texas 15,813,943.6200 9.43% 7001 Preston Road Dallas, TX 75205 Vose & Co. 53,275,556.8500 31.78% 159 East Avenue NY/RO/T03C Rochester, NY 14638-0001 SLAT, PRIME OBLIGATION SEI Trust Company 73,448,859.5600 9.69% PORTFOLIO 680 E. Swedesford Road Wayne, PA 19087
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PERCENTAGE NAME AND ADDRESS NUMBER OF PORTFOLIO'S TRUST, PORTFOLIO OF BENEFICIAL OWNER OF SHARES SHARES - ------------------------- ---------------------------------- ----------------- -------------- REPUB & Co. 83,514,300.0000 11.02% c/o Imperial Trust Company 201 N. Figueroa St. #610 Los Angeles, CA 90012 Corestates Bank NA 66,792,974.0600 8.82% Attn: Jim Quinlan Penn Mutual Insurance Building Philadelphia, PA 19106 Smith & Co. 141,857,078.2200 18.72% c/o First Security Bank of Utah NA P.O. Box 25297 Salt Lake City, UT 84125 BHC Securities Inc. 88,451,180.5700 11.68% 2005 Market Street One Commerce Square 11th floor Philadelphia, PA 19103 SEI INDEX, S&P 500 INDEX Transco & Company 1,876,382.9110 6.10% PORTFOLIO c/o Intrust Bank, N.A. P.O. Box 48698 Wichita, KS 67201 SEI Trust Company 1,607,129.4870 5.22% 680 E. Swedesford Road Wayne, PA 19087 NABANK & Co. 3,275,282.9050 10.64% c/o Bank of Oklahoma, N.A. P.O. Box 2300 Tulsa, OK 74192 West One Bank Idaho NA 1,994,602.5770 6.48% Trust Dept. Securities Clearance P.O. Box 7928 Boise, ID 83707 Lane & Company 1,695,958.9650 5.51% P.O. Box 109 San Diego, CA 92112 SEI INDEX, BOND INDEX Transco & Company 1,361,326.4620 27.15% PORTFOLIO c/o Intrust Bank, N.A. P.O. Box 48698 Wichita, KS 67201 SEI Trust Company 1,135,710.7860 22.65% 680 E. Swedesford Road Wayne, PA 19087
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PERCENTAGE NAME AND ADDRESS NUMBER OF PORTFOLIO'S TRUST, PORTFOLIO OF BENEFICIAL OWNER OF SHARES SHARES - ------------------------- ---------------------------------- ----------------- -------------- Calhoun & Co. 256,576.5010 5.12% c/o Comerica Bank P.O. Box 1319, 7th floor Detroit, MI 48231 New Haven Savings Bank 339,361.0690 6.77% 195 Church Street New Haven, CT 06510 SIT, INTERNATIONAL EQUITY SEI Trust Company 27,518,868.6730 56.25% PORTFOLIO 680 E. Swedesford Road Wayne, PA 19087 SIT, INTERNATIONAL FIXED SEI Trust Company 6,746,886.3140 61.31% INCOME PORTFOLIO 680 E. Swedesford Road Wayne, PA 19087 Mutual Fund Special Cust. Acct. 771,276.9070 7.01% for Excl Benefit of Customers of Montgomery Securities SIT, EMERGING MARKETS SEI Trust Company 7,551,312.7720 68.07% EQUITY PORTFOLIO 680 E. Swedesford Road Wayne, PA 19087 Patterson & Co. 798,651.6130 7.20% c/o Corestates Bank NA P.O. Box 7829 Philadelphia, PA 19101 Natural Fuel Gas Retirement Plan 984,417.5450 8.87% c/o Marine Midland Bank -- Trustee One Marine Midland Ctr, 17th floor Buffalo, NY 14203 SIMT, LARGE CAP GROWTH SEI Trust Company 25,976,749.7080 66.77% PORTFOLIO 680 E. Swedesford Road Wayne, PA 19087 SIMT, SMALL CAP GROWTH Valle 1,928,118.9010 10.63% PORTFOLIO c/o Marshall & Iisley 1000 N. Water St. -- TRII Milwaukee, WI 53202 SEI Trust Company 6,039,311.5090 33.30% 680 E. Swedesford Road Wayne, PA 19087
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PERCENTAGE NAME AND ADDRESS NUMBER OF PORTFOLIO'S TRUST, PORTFOLIO OF BENEFICIAL OWNER OF SHARES SHARES - ------------------------- ---------------------------------- ----------------- -------------- SIMT, LARGE CAP VALUE SEI Trust Company 24,272,294.5850 61.17% PORTFOLIO 680 E. Swedesford Road Wayne, PA 19087 SIMT, SMALL CAP VALUE SEI Trust Company 8,557,618.3580 62.41% 680 E. Swedesford Road Wayne, PA 19087 SIMT, HIGH YIELD BOND SEI Trust Company 5,897,748.8020 86.81% 680 E. Swedesford Road Wayne, PA 19087 SIMT, BALANCED PORTFOLIO SEI Trust Company 1,206,444.6340 28.81% 680 E. Swedesford Road Wayne, PA 19087 Saul & Co. 1,663,405.6270 39.72% c/o First Union National Bank FID OPS/Mutual Funds NC1151 Charlotte, NC 28288 Nabank & Co. 989,741.8780 23.63% c/o Bank of Oklahoma, N.A. P.O. Box 2300 Tulsa, OK 74192 SIMT, CAPITAL SEI Trust Company 2,988,194.7340 20.70% APPRECIATION PORTFOLIO 680 E. Swedesford Road Wayne, PA 19087 The Fulton Company 1,275,612.6550 8.84% c/o Fulton Bank Trust Dept. One Penn Square Lancaster, PA 17602 Lane & Company 853,475.9050 5.91% c/o Union Bank P.O. Box 109 San Diego, CA 92112 SIMT, EQUITY INCOME GARICO 793,526.1150 5.42% PORTFOLIO c/o American Natl. Bank of Chicago Dept. 77-3272, Division 219 Chicago, IL 60678-3272 SEI Trust Company 1,561,079.8780 10.66% 680 E. Swedesford Road Wayne, PA 19087
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PERCENTAGE NAME AND ADDRESS NUMBER OF PORTFOLIO'S TRUST, PORTFOLIO OF BENEFICIAL OWNER OF SHARES SHARES - ------------------------- ---------------------------------- ----------------- -------------- Kaw & Co. Bank 2,101,489.9330 14.35% c/o One Valley Bank P.O. Box 1793 One Valley Square Charleston, WV 25326 West One Bank Idaho NA 1,002,613.6870 6.85% Trust Dept. Securities Clearance P.O. Box 7928 Boise, ID 83707 Sheldon & Co. (Integra) 1,260,323.3310 8.61% c/o National City P.O. Box 94777, Loc 5312 Cleveland, OH 44101-4777 SIMT, CORE FIXED INCOME SEI Trust Company 35,756,150.7240 55.48% PORTFOLIO 680 E. Swedesford Road Wayne, PA 19087 SIMT, BOND PORTFOLIO SEI Trust Company 456,848.3740 13.82% 680 E. Swedesford Road Wayne, PA 19087 BMS and Company 184,645.0970 5.59% c/o Central Trust Bank P.O. Box 779 Jefferson City, MO 65102 West One Bank Idaho NA 586,394.6410 17.74% Trust Dept. Securities Clearance P.O. Box 7928 Boise, ID 83707 CNOM & Co. 178,893.9490 5.41% c/o Boatmen's Trust Company P.O. Box 14737 St. Louis, MO 63178 ISTCO 169,669.1730 5.13% c/o Magna Trust Company P.O. Box 523 Belleville, IL 6222-0523 Lane & Company 306,413.3210 9.27% c/o Union Bank P.O. Box 109 San Diego, CA 92112
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PERCENTAGE NAME AND ADDRESS NUMBER OF PORTFOLIO'S TRUST, PORTFOLIO OF BENEFICIAL OWNER OF SHARES SHARES - ------------------------- ---------------------------------- ----------------- -------------- SIMT, MID-CAP GROWTH SEI Trust Company 671,393.8600 39.95% PORTFOLIO 680 E. Swedesford Road Wayne, PA 19087 BMS and Company 243,924.5380 14.51% c/o Central Trust Bank P.O. Box 779 Jefferson City, MO 65102 First American Trust Company 85,876.9380 5.11% 800 First American Center Nashville, TN 37237-0801 STET TAX FREE PORTFOLIO First Union National Bank 49,041,795.0900 14.48% CMG 2 -- 1151 401 S. Tryon St. Charlotte, NC 28288 Naidot & Co. 24,186,600.0000 7.14% c/o Bessemer Trust Company 630 Fifth Ave., 38th floor New York, NY 10111 Kaw & Co. Y. Bank 17,033,641.0000 5.03% c/o One Valley Bank P.O. Box 1793 One Valley Square Charleston, WV 25326 EAMCO 39,222,234.0400 11.58% c/o Riggs National Bank Trust Operations/ Mutual Funds Dept. 1120 Vermont Avenue, N.W. Washington, DC 20005 Smith & Co. 59,993,784.0900 17.71% c/o First Security Bank of Utah P.O. Box 30007 Salt Lake City, UT 84230 Vose & Co. 60,830,918.5700 17.96% c/o Fleet/Norstar Services 159 East Avenue Rochester, NY 14638-0001 STET, INSTITUTIONAL TAX Calhoun & Co. 93,358,053.7500 10.65% FREE PORTFOLIO c/o Comerica Bank P.O. Box 1319, 7th Floor Detroit, MI 48231
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PERCENTAGE NAME AND ADDRESS NUMBER OF PORTFOLIO'S TRUST, PORTFOLIO OF BENEFICIAL OWNER OF SHARES SHARES - ------------------------- ---------------------------------- ----------------- -------------- Unit & Co. 81,323,321.0000 9.28% c/o US National Bank of Oregon P.O. Box 3168 Portland, OR 97208 Bank of America NT & SA 82,045,318.2500 9.36% P.O. Box 3577 Terminal Annex Los Angeles, CA 90051 First American National Bank 57,650,654.7700 6.58% 800 First American Center Nashville, TN 37237-0801 River Oaks Trust Company 50,482,869.0000 5.76% Securities Movement & Control P.O. Box 4886 Houston, TX 77210-4886 STET, CALIFORNIA The Bank of California NA 28,774,126.6900 7.80% TAX-EXEMPT PORTFOLIO Cash Management Services 475 Sansome Street, 11th Floor San Francisco, CA 94111 Southwest Securities 280,947,683.9500 76.13% Special Custodial Account for Exclusive Benefit of Our Customers P.O. Box 509002 Dallas, TX 75250 City National Bank 46,133,207.8200 12.50% 400 N. Roxbury Drive, Suite 700 Beverly Hills, CA 90210 STET, INTERMEDIATE-TERM TRANSCO & Co. 1,371,198.5590 11.82% MUNICIPAL PORTFOLIO c/o INTRUST Bank, N.A. P.O. Box 48698 Wichita, KS 67201 SEI Trust Company 2,419,546.0480 20.86% 680 E. Swedesford Road Wayne, PA 19087 STET, PENNSYLVANIA MEG and Co. 787,987.7310 8.45% MUNICIPAL PORTFOLIO c/o United States National Bank P.O. Box 520 Johnstown, PA 15907
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PERCENTAGE NAME AND ADDRESS NUMBER OF PORTFOLIO'S TRUST, PORTFOLIO OF BENEFICIAL OWNER OF SHARES SHARES - ------------------------- ---------------------------------- ----------------- -------------- Sheldon & Co. (INTEGRA) 7,753,652.1260 83.10% c/o National City P.O. Box 94777, LOC 5312 Cleveland, OH 44101-4777 STET, PENNSYLVANIA TAX The Fulton Company 30,490,289.3800 74.76% FREE PORTFOLIO c/o Fulton Bank Trust Dept. One Penn Square Lancaster, PA 17602 STET, KANSAS TAX FREE TRANSCO & Co. 6,629,860.6560 99.38% PORTFOLIO c/o INTRUST Bank, N.A. P.O. Box 48698 Wichita, KS 67201 SDIT, MONEY MARKET Calhoun & Co. 35,452,509.6200 30.74% PORTFOLIO c/o COMERICA Bank P.O. Box 1319, 7th Floor Detroit, MI 48231 Walker and Company 9,813,083.6200 8.51% c/o Orange County Trust 212 Dolson Avenue, 2nd Floor Middletown, NY 10940 Nazareth National Bank and Trust 10,844,309.4500 9.40% Co. 76 S. Main St. Nazareth, PA 18064 Maril & Co. 11,637,451.8400 10.09% c/o Marshall & Iisley Trust Co. 1000 North Water St., 14th Floor Milwaukee, WI 53202 First National Bank of Rochester 7,475,982.8500 6.48% 35 State Street, Powers Bldg. Suite 300 Rochester, NY 14614 SDIT, GOVERNMENT Southwest Securities 510,664,112.6900 71.81% PORTFOLIO Special Custodial Account for Exclusive Benefit of our Customers P.O. Box 509002 Dallas, TX 75250 City National Bank 139,008,010.7800 19.55% 400 N. Roxbury Drive, Suite 700 Beverly Hills, CA 90210
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PERCENTAGE NAME AND ADDRESS NUMBER OF PORTFOLIO'S TRUST, PORTFOLIO OF BENEFICIAL OWNER OF SHARES SHARES - ------------------------- ---------------------------------- ----------------- -------------- SDIT, GOVERNMENT II Fleet Nat'l Bank of Massachusetts 114,409,849.1100 14.09% PORTFOLIO ACI Unit of -0504 One Federal Street Boston, MA 02211 United States Trust Company 133,873,573.0000 16.49% P.O. Box 131 Boston, MA 02101 West One Bank Idaho NA 44,142,677.9100 5.44% Trust Dept. Securities Clearance P.O. Box 7928 Boise, ID 83707 Dixie Company 60,225,063.9400 7.42% c/o Jefferson National Bank P.O. Box 12312 Richmond, VA 23241 Enele Co. 157,185,120.3300 19.36% c/o Copper Mountain Financial Grp. 1211 SW Fifth Ave., Ste. 1900 Portland, OR 97204 SDIT, PRIME OBLIGATION Wellington Trust Company, NA 147,772,235.4400 5.80% PORTFOLIO 200 State Street, Floor 6 Boston, MA 02109 Calhoun & Co. 302,343,298.0400 11.86% c/o COMERICA Bank P.O. Box 1319, 7th Floor Detroit, MI 48231 CoreStates Bank NA 148,250,164.5800 5.81% Penn Mutual Insurance Building Philadelphia, PA 19106 The New Hillman Company 541,182,720.4400 21.22% c/o Amalgamated Bank of New York 11-15 Union Square New York, NY 10003 The Bank of California NA 168,316,860.6500 6.60% Cash Management Services 475 Sansome Street 11th Floor San Francisco, CA 94111 SDIT, TREASURY PORTFOLIO WABANC & Co. 27,871,127.0000 38.07% c/o Washington Trust Bank P.O. Box 2127 Spokane, WA 99210-2127
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PERCENTAGE NAME AND ADDRESS NUMBER OF PORTFOLIO'S TRUST, PORTFOLIO OF BENEFICIAL OWNER OF SHARES SHARES - ------------------------- ---------------------------------- ----------------- -------------- BMS and Company 30,300,710.0000 41.38% c/o Central Trust Bank P.O. Box 779 Jefferson City, MO 65102 City of Philadelphia 5,913,704.3100 8.08% 1401 JFK Blvd., Room 640-MSB Philadelphia, PA 19102-1617 SDIT, TREASURY II Kinco & Co. 29,839,174.0000 5.42% PORTFOLIO c/o Republic Nat'l Bank of New York One Hanson Place, Lower Level Brooklyn, NY 11243 The New Hillman Company 172,695,552.8000 31.38% c/o Amalgamated Bank of New York 11-15 Union Square New York, NY 10003 Trulin & Co. 33,954,053.7200 6.17% c/o Chase Lincoln First Bank P.O. Box 1412 Rochester, NY 14603 LaSalle National Trust, NA 87,441,684.0000 15.89% P.O. Box 1443 Chicago, IL 60690-1443 SDIT CORPORATE DAILY Wellington Trust Company, NA 3,044,991.7060 12.11% INCOME PORTFOLIO 200 State Street, Floor 6 Boston, MA 02109 SEI Trust Company 9,400,326.2910 37.39% 680 E. Swedesford Road Wayne, PA 19087 KAW & Co. Y. Bank 1,352,653.9910 5.38% c/o One Valley Bank P.O. Box 1793 One Valley Square Charleston, WV 25326 Port & Co. 2,297,545.3770 9.14% c/o Today's Bank 50 W. Douglas Street Freeport, IL 61032 Professional Investment Mgmt. Inc. 1,625,141.4970 6.46% 3455 Mill Run Dr., Ste. 311 Hilliard, OH 43026
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PERCENTAGE NAME AND ADDRESS NUMBER OF PORTFOLIO'S TRUST, PORTFOLIO OF BENEFICIAL OWNER OF SHARES SHARES - ------------------------- ---------------------------------- ----------------- -------------- SDIT SHORT-DURATION GARICO 538,192.6160 7.23% GOVERNMENT PORTFOLIO c/o American Nat'l Bank of Chicago Dept. 77-3272, Division 219 Chicago, IL 60678-3272 SEI Trust Company 1,120,062.8130 15.04% 680 E. Swedesford Road Wayne, PA 19087 KAW & Co. Y. Bank 721,651.6690 9.70% c/o One Valley Bank P.O. Box 1793 One Valley Square Charleston, WV 25326 West One Bank Idaho NA 801,423.6830 10.76% Trust Dept. Securities Clearance P.O. Box 7928 Boise, ID 83707 MEG and Co. 642,827.8190 8.63% c/o United States National Bank P.O. Box 520 Johnstown, PA 15907 SDIT, GNMA PORTFOLIO TRANSCO & Company 2,731,011.1070 20.23% c/o INTRUST Bank, N.A. P.O. Box 48698 Wichita, KS 67201 SEI Trust Company 1,248,551.3620 9.25% 680 E. Swedesford Road Wayne, PA 19087 BMS and Company 1,267,269.5220 9.39% c/o Central Trust Bank P.O. Box 779 Jefferson City, MO 65102 SDIT, INTERMEDIATE- TRANSCO & Company 2,471,852.9830 16.29% DURATION GOVERNMENT c/o INTRUST Bank, N.A. PORTFOLIO P.O. Box 48698 Wichita, KS 67201 SEI Trust Company 1,235,710.9510 8.14% 680 E. Swedesford Road Wayne, PA 19087 The Fulton Company 931,854.2740 6.14% c/o Fulton Bank Trust Dept. One Penn Square Lancaster, PA 17602
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PERCENTAGE NAME AND ADDRESS NUMBER OF PORTFOLIO'S TRUST, PORTFOLIO OF BENEFICIAL OWNER OF SHARES SHARES - ------------------------- ---------------------------------- ----------------- -------------- MEG and Co. 824,414.1060 5.43% c/o United States National Bank P.O. Box 520 Johnstown, PA 15907 Sheldon & Co. (INTEGRA) 3,622,293.0970 23.87% c/o National City P.O. Box 94777, LOC 5312 Cleveland, OH 44101-4777
Voting Information; Adjournment. The presence at the Meeting of the holders of majority of the outstanding shares of each Trust as of the Record Date, either in person or by Proxy, constitutes a quorum. Abstentions and "broker non-votes" will not be counted for or against the nominees to which they relate, but will be counted for purposes of determining whether a quorum is present. Abstentions and broker non-votes will be counted as votes present for purposes of calculating whether a majority of shares represented at the Meeting have voted in favor of the proposal, and will, therefore, have the effect of counting against the nominees to which they relate. In the event that sufficient votes in favor of the nominees set forth in the Notice of the Special Meeting are not received by the time scheduled for the Meeting, the persons named as proxies may propose one or more adjournments of the Meeting for a period or periods of not more than 60 days to permit further solicitation of Proxies with respect to the election of Trustees. Any such adjournment will require the affirmative vote of a majority of the votes cast on the question in person or by Proxy at the session of the Meeting to be adjourned. The persons named as proxies will vote in favor of such adjournment those Proxies which they are entitled to vote in favor of the election of Trustees. They will vote against any such adjournment those Proxies required to be voted against the election of Trustees. Shareholder Proposals. The Trusts do not hold annual Shareholder meetings. Shareholders wishing to submit proposals for inclusion in a proxy statement for a subsequent meeting should send their written proposals to the Secretary of the Fund, c/o SEI Financial Management Corporation, Legal Department, 680 East Swedesford Road, Wayne, Pennsylvania 19087-1658. A meeting may be called by Shareholders holding at least 10% of the Shares entitled to vote at the Meeting for the purpose of voting upon the removal of Trustees, in which case shareholders may receive assistance in communicating with other shareholders as if the provisions contained in Section 16(c) of the Investment Company Act applied. Reports to Shareholders. Each Trust will furnish, without charge, a copy of its most recent Annual Report to Shareholders, and the most recent Semi-Annual Report succeeding such Annual Report, if any, on request. Requests should be directed to the Trust at 680 East Swedesford Road, Wayne, Pennsylvania 19087-1658, or by calling 1-800-DIAL-SEI. Independent Public Accountants. A majority of the SEI Daily Income Trust's, SEI Tax Exempt Trust's and SEI Index Funds' independent trustees have selected Arthur Andersen LLP as the Trusts' 19 24 independent public accountants for the fiscal years ending January 31, 1997, August 31, 1996, and March 31, 1997, respectively. A majority of SEI Liquid Asset Trust's, SEI Institutional Managed Trust's, and SEI International Trust's independent trustees have selected Price Waterhouse LLP for the fiscal years ending June 30, 1996, September 30, 1996, and February 28, 1997, respectively. Each of Arthur Andersen LLP and Price Waterhouse LLP have informed the Trust that it has no material direct or indirect financial interest in any of the Trusts. Representatives of Arthur Andersen LLP and Price Waterhouse LLP are not expected to be present at the Meeting, but will be available should questions arise. Other Matters. The Trustees know of no other business to be brought before the Meeting. However, if any other matters properly come before the Meeting, it is their intention that proxies which do not contain specific restrictions to the contrary will be voted on such matters in accordance with the judgment of the persons named in the enclosed form of Proxy. ------------------------ SHAREHOLDERS WHO DO NOT EXPECT TO BE PRESENT AT THE SPECIAL MEETING AND WHO WISH TO HAVE THEIR SHARES VOTED ARE URGED TO COMPLETE, SIGN AND DATE EACH ENCLOSED PROXY AND RETURN IT PROMPTLY IN THE ENCLOSED, POSTAGE-PAID ENVELOPE. 20 25 SEI INTERNATIONAL TRUST INTERNATIONAL EQUITY PORTFOLIO SPECIAL MEETING OF SHAREHOLDERS PROXY SOLICITED BY THE BOARD OF TRUSTEES FOR THE SPECIAL MEETING OF SHAREHOLDERS, JULY 5, 1996 The undersigned, revoking previous proxies with respect to the Shares (defined below), hereby appoint(s) David G. Lee and Kevin P. Robins as proxies and each of them, each with full power of substitution, to vote at the Special Meeting of Shareholders of the SEI International Trust (the "Trust") to be held in the offices of SEI Financial Management Corporation, 680 East Swedesford Road, Wayne, Pennsylvania 19087-1658, on Friday, July 5, 1996, at 3:30 p.m., Eastern time, and any adjournments or postponements thereof (the "Meeting"), all shares of beneficial interest of said Trust, that the undersigned would be entitled to vote if personally present at the Meeting ("Shares") on the proposal set forth below and, in accordance with their own discretion, any other matters properly brought before the Meeting. THE BOARD OF TRUSTEES OF THE TRUST RECOMMENDS A VOTE "FOR" THE FOLLOWING PROPOSAL: 1. Election of Trustees. FOR all the nominees listed below [ ] FOR all the nominees listed below (except for those whose names have been stricken) [ ] WITHHOLD AUTHORITY to vote for all the nominees listed below [ ]
IF YOU WISH TO WITHHOLD AUTHORITY FOR AN INDIVIDUAL NOMINEE, PLEASE STRIKE A LINE THROUGH THE NOMINEE'S NAME IN THE LIST BELOW: ROBERT A. NESHER F. WENDELL GOOCH FRANK E. MORRIS JAMES M. STOREY WILLIAM M. DORAN GEORGE J. SULLIVAN, JR. THIS PROXY WILL, WHEN PROPERLY EXECUTED, BE VOTED AS SPECIFIED HEREIN BY THE SIGNING SHAREHOLDER. IF NO DIRECTION IS GIVEN, A DULY EXECUTED PROXY WILL BE VOTED FOR EACH OF THE FOREGOING PROPOSALS AND WILL BE VOTED IN THE APPOINTED PROXIES' DISCRETION UPON SUCH OTHER BUSINESS AS MAY PROPERLY COME BEFORE THE MEETING. 26 The undersigned acknowledges receipt with this Proxy of a copy of the Notice of Special Meeting and the Proxy Statement of the Board of Trustees. Your signature(s) on this Proxy should be exactly as your name(s) appear on this Proxy. If the shares are held jointly, each holder should sign this Proxy. Attorneys-in-fact, executors, administrators, trustees or guardians should indicate the full title and capacity in which they are signing. Dated: , 1996 ____________________________ ----------------- Signature of Shareholder ____________________________ Signature (Joint owners) PLEASE COMPLETE, SIGN, DATE AND RETURN THE PROXY PROMPTLY USING THE ENCLOSED ENVELOPE WHETHER OR NOT YOU EXPECT TO ATTEND THE MEETING; YOU MAY, NEVERTHELESS, VOTE IN PERSON IF YOU DO SO ATTEND. 27 SEI INTERNATIONAL TRUST EMERGING MARKETS EQUITY PORTFOLIO SPECIAL MEETING OF SHAREHOLDERS PROXY SOLICITED BY THE BOARD OF TRUSTEES FOR THE SPECIAL MEETING OF SHAREHOLDERS, JULY 5, 1996 The undersigned, revoking previous proxies with respect to the Shares (defined below), hereby appoint(s) David G. Lee and Kevin P. Robins as proxies and each of them, each with full power of substitution, to vote at the Special Meeting of Shareholders of the SEI International Trust (the "Trust") to be held in the offices of SEI Financial Management Corporation, 680 East Swedesford Road, Wayne, Pennsylvania 19087-1658, on Friday, July 5, 1996, at 3:30 p.m., Eastern time, and any adjournments or postponements thereof (the "Meeting"), all shares of beneficial interest of said Trust, that the undersigned would be entitled to vote if personally present at the Meeting ("Shares") on the proposal set forth below and, in accordance with their own discretion, any other matters properly brought before the Meeting. THE BOARD OF TRUSTEES OF THE TRUST RECOMMENDS A VOTE "FOR" THE FOLLOWING PROPOSAL: 1. Election of Trustees. FOR all the nominees listed below [ ] FOR all the nominees listed below (except for those whose names have been stricken) [ ] WITHHOLD AUTHORITY to vote for all the nominees listed below [ ]
IF YOU WISH TO WITHHOLD AUTHORITY FOR AN INDIVIDUAL NOMINEE, PLEASE STRIKE A LINE THROUGH THE NOMINEE'S NAME IN THE LIST BELOW: ROBERT A. NESHER F. WENDELL GOOCH FRANK E. MORRIS JAMES M. STOREY WILLIAM M. DORAN GEORGE J. SULLIVAN, JR. THIS PROXY WILL, WHEN PROPERLY EXECUTED, BE VOTED AS SPECIFIED HEREIN BY THE SIGNING SHAREHOLDER. IF NO DIRECTION IS GIVEN, A DULY EXECUTED PROXY WILL BE VOTED FOR EACH OF THE FOREGOING PROPOSALS AND WILL BE VOTED IN THE APPOINTED PROXIES' DISCRETION UPON SUCH OTHER BUSINESS AS MAY PROPERLY COME BEFORE THE MEETING. 28 The undersigned acknowledges receipt with this Proxy of a copy of the Notice of Special Meeting and the Proxy Statement of the Board of Trustees. Your signature(s) on this Proxy should be exactly as your name(s) appear on this Proxy. If the shares are held jointly, each holder should sign this Proxy. Attorneys-in-fact, executors, administrators, trustees or guardians should indicate the full title and capacity in which they are signing. Dated: , 1996 ____________________________ ----------------- Signature of Shareholder ____________________________ Signature (Joint owners) PLEASE COMPLETE, SIGN, DATE AND RETURN THE PROXY PROMPTLY USING THE ENCLOSED ENVELOPE WHETHER OR NOT YOU EXPECT TO ATTEND THE MEETING; YOU MAY, NEVERTHELESS, VOTE IN PERSON IF YOU DO SO ATTEND. 29 SEI INTERNATIONAL TRUST INTERNATIONAL FIXED INCOME PORTFOLIO SPECIAL MEETING OF SHAREHOLDERS PROXY SOLICITED BY THE BOARD OF TRUSTEES FOR THE SPECIAL MEETING OF SHAREHOLDERS, JULY 5, 1996 The undersigned, revoking previous proxies with respect to the Shares (defined below), hereby appoint(s) David G. Lee and Kevin P. Robins as proxies and each of them, each with full power of substitution, to vote at the Special Meeting of Shareholders of the SEI International Trust (the "Trust") to be held in the offices of SEI Financial Management Corporation, 680 East Swedesford Road, Wayne, Pennsylvania 19087-1658, on Friday, July 5, 1996, at 3:30 p.m., Eastern time, and any adjournments or postponements thereof (the "Meeting"), all shares of beneficial interest of said Trust, that the undersigned would be entitled to vote if personally present at the Meeting ("Shares") on the proposal set forth below and, in accordance with their own discretion, any other matters properly brought before the Meeting. THE BOARD OF TRUSTEES OF THE TRUST RECOMMENDS A VOTE "FOR" THE FOLLOWING PROPOSAL: 1. Election of Trustees. FOR all the nominees listed below [ ] FOR all the nominees listed below (except for those whose names have been stricken) [ ] WITHHOLD AUTHORITY to vote for all the nominees listed below [ ]
IF YOU WISH TO WITHHOLD AUTHORITY FOR AN INDIVIDUAL NOMINEE, PLEASE STRIKE A LINE THROUGH THE NOMINEE'S NAME IN THE LIST BELOW: ROBERT A. NESHER F. WENDELL GOOCH FRANK E. MORRIS JAMES M. STOREY WILLIAM M. DORAN GEORGE J. SULLIVAN, JR. THIS PROXY WILL, WHEN PROPERLY EXECUTED, BE VOTED AS SPECIFIED HEREIN BY THE SIGNING SHAREHOLDER. IF NO DIRECTION IS GIVEN, A DULY EXECUTED PROXY WILL BE VOTED FOR EACH OF THE FOREGOING PROPOSALS AND WILL BE VOTED IN THE APPOINTED PROXIES' DISCRETION UPON SUCH OTHER BUSINESS AS MAY PROPERLY COME BEFORE THE MEETING. 30 The undersigned acknowledges receipt with this Proxy of a copy of the Notice of Special Meeting and the Proxy Statement of the Board of Trustees. Your signature(s) on this Proxy should be exactly as your name(s) appear on this Proxy. If the shares are held jointly, each holder should sign this Proxy. Attorneys-in-fact, executors, administrators, trustees or guardians should indicate the full title and capacity in which they are signing. Dated: , 1996 ____________________________ ----------------- Signature of Shareholder ____________________________ Signature (Joint owners) PLEASE COMPLETE, SIGN, DATE AND RETURN THE PROXY PROMPTLY USING THE ENCLOSED ENVELOPE WHETHER OR NOT YOU EXPECT TO ATTEND THE MEETING; YOU MAY, NEVERTHELESS, VOTE IN PERSON IF YOU DO SO ATTEND. -----END PRIVACY-ENHANCED MESSAGE-----