485BPOS 1 a2033326z485bpos.txt 485BPOS AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JANUARY 26, 2001 FILE NO. 33-22821 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. 32 /X/ AND REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 / / AMENDMENT NO. 33 /X/ ------------------------ SEI INSTITUTIONAL INTERNATIONAL TRUST (formerly, "SEI International Trust") (Exact name of registrant as specified in charter) C/O CT CORPORATION 101 Federal Street Boston, Massachusetts 02110 (Address of Principal Executive Offices) (Zip Code) Registrant's Telephone Number, including Area Code (800) 342-5734 EDWARD D. LOUGHLIN c/o SEI Investments Company Oaks, Pennsylvania 19456 (Name and Address of Agent for Service) COPIES TO: Richard W. Grant, Esquire Thomas P. Lemke, Esquire Morgan, Lewis & Bockius LLP Morgan, Lewis & Bockius LLP 1701 Market Street 1800 M Street, N.W. Philadelphia, PA 19103 Washington, D.C. 20036
------------------------ Title of Securities Being Registered................Units of Beneficial Interest It is proposed that this filing become effective (check appropriate box) /X/ immediately upon filing pursuant to paragraph (b) / / on [date] pursuant to paragraph (b) / / 60 days after filing pursuant to paragraph (a)(1) / / on [date] pursuant to paragraph (a)(1) / / 75 days after filing pursuant to paragraph (a)(2) / / on [date] pursuant to paragraph (a)(2)
If appropriate, check the following box: / / This post-effective Amendment designates a new effective date for a previously filed Post-Effective Amendment.
-------------------------------------------------------------------------------- -------------------------------------------------------------------------------- SEI Institutional International Trust CLASS A SHARES PROSPECTUS JANUARY 31, 2001 --------------------------------------------------------- INTERNATIONAL EQUITY FUND EMERGING MARKETS EQUITY FUND INTERNATIONAL FIXED INCOME FUND EMERGING MARKETS DEBT FUND --------------------------------------------------------- INVESTMENT ADVISERS: SEI INVESTMENTS MANAGEMENT CORPORATION STRATEGIC FIXED INCOME, L.L.C. --------------------------------------------------------- SUB-ADVISERS: ACADIAN ASSET MANAGEMENT, INC. BLACKROCK INTERNATIONAL, LTD. THE BOSTON COMPANY ASSET MANAGEMENT CAPITAL GUARDIAN TRUST COMPANY JARDINE FLEMING INTERNATIONAL MANAGEMENT, INC. MARTIN CURRIE, INC. MORGAN STANLEY DEAN WITTER INVESTMENT MANAGEMENT INC. NICHOLAS-APPLEGATE CAPITAL MANAGEMENT OECHSLE INTERNATIONAL ADVISORS, LLC SALOMON BROTHERS ASSET MANAGEMENT INC. SCHRODER INVESTMENT MANAGEMENT NORTH AMERICA INC. SG PACIFIC ASSET MANAGEMENT, INC. SGY ASSET MANAGEMENT (SINGAPORE) LIMITED SG YAMAICHI ASSET MANAGEMENT CO., LTD. THE SECURITIES AND EXCHANGE COMMISSION HAS NOT APPROVED OR DISAPPROVED THESE SECURITIES OR PASSED UPON THE ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. SEI Institutional International Trust ABOUT THIS PROSPECTUS ------------------------------------------------------------------------ SEI Institutional International Trust is a mutual fund family that offers different classes of shares in separate investment portfolios (Funds). The Funds have individual investment goals and strategies and are designed primarily for institutional investors and financial institutions and their clients. This prospectus gives you important information about the Class A Shares of the Funds that you should know before investing. Please read this prospectus and keep it for future reference. THIS PROSPECTUS HAS BEEN ARRANGED INTO DIFFERENT SECTIONS SO THAT YOU CAN EASILY REVIEW THIS IMPORTANT INFORMATION. ON THE NEXT PAGE, THERE IS SOME GENERAL INFORMATION YOU SHOULD KNOW ABOUT RISK AND RETURN THAT IS COMMON TO EACH FUND. FOR MORE DETAILED INFORMATION ABOUT THE FUNDS, PLEASE SEE: INTERNATIONAL EQUITY FUND............................................2 EMERGING MARKETS EQUITY FUND.........................................4 INTERNATIONAL FIXED INCOME FUND......................................6 EMERGING MARKETS DEBT FUND...........................................8 MORE INFORMATION ABOUT FUND INVESTMENTS.............................10 INVESTMENT ADVISERS AND SUB-ADVISERS................................10 PURCHASING AND SELLING FUND SHARES..................................13 DIVIDENDS AND DISTRIBUTIONS.........................................15 TAXES...............................................................15 FINANCIAL HIGHLIGHTS................................................16 HOW TO OBTAIN MORE INFORMATION ABOUT SEI INSTITUTIONAL INTERNATIONAL TRUST.......................................................Back Cover -------------------------------------------------------------------------------- GLOBAL ASSET ALLOCATION Each Fund has its own distinct risk and reward characteristics, investment objectives, policies and strategies. In addition to managing the International Equity, Emerging Markets Equity and Emerging Markets Debt Funds, SEI Investments Management Corporation (SIMC) constructs and maintains global asset allocation strategies for certain clients, and these Funds are designed in part to implement those strategies. The degree to which an investor's portfolio is invested in the particular market segments and/or asset classes represented by these Funds varies, as does the investment risk/return potential represented by each Fund. The Funds, especially the Emerging Markets Equity and Emerging Markets Debt Funds, may have extremely volatile returns. Because of the historical lack of correlation among various asset classes, an investment in a portfolio of Funds representing a range of asset classes as part of an asset allocation strategy may reduce the strategy's overall level of volatility. As a result, a global asset allocation strategy may reduce risk. In managing the International Equity, Emerging Markets Equity and Emerging Markets Debt Funds, SIMC focuses on four key principles: asset allocation, fund structure, the use of specialist managers, and continuous portfolio management. Asset allocation across appropriate asset classes (represented by the Funds) is the central theme of SIMC's investment philosophy. SIMC seeks to reduce risk further by creating a portfolio that focuses on a specific asset class. SIMC then oversees a network of specialist managers who invest the assets of these Funds in distinct segments of the market or class represented by each Fund. These specialist managers adhere to distinct investment disciplines, with the goal of providing greater consistency and predictability of results, as well as broader diversification across and within asset classes. Finally, SIMC regularly rebalances to ensure that the appropriate mix of assets is constantly in place, and constantly monitors and evaluates specialist managers for these Funds to ensure that they do not deviate from their stated investment philosophy or process. Prospectus 1 RISK/RETURN INFORMATION COMMON TO THE FUNDS Each Fund is a mutual fund. A mutual fund pools shareholders' money and, using professional investment managers, invests it in securities. Each Fund has its own investment goal and strategies for reaching that goal. The International Equity, Emerging Markets Equity and Emerging Markets Debt Funds are managed by SIMC and the International Fixed Income Fund is managed by Strategic Fixed Income, L.L.C. (each an "Adviser" and collectively, the "Advisers"). For the International Equity, Emerging Markets Equity, and Emerging Markets Debt Funds, SIMC and one or more Sub-Advisers manage the Funds' assets in a way that they believe will help the Funds achieve their goal. SIMC acts as "manager of managers" for these Funds, and attempts to ensure that the Sub-Advisers comply with the Funds' investment policies and guidelines. SIMC also recommends the appointment of additional or replacement Sub-Advisers to the Funds' Board. Still, investing in the Funds involves risk, and there is no guarantee that a Fund will achieve its goal. The Advisers and Sub-Advisers make judgments about the securities markets, the economy, or companies, but these judgments may not anticipate actual market movements or the impact of economic conditions on company performance. In fact, no matter how good a job the Advisers and the Sub-Advisers do, you could lose money on your investment in a Fund, just as you could with other investments. A Fund share is not a bank deposit, and it is not insured or guaranteed by the FDIC or any other government agency. The value of your investment in a Fund is based on the market prices of the securities the Fund holds. These prices change daily due to economic and other events that affect securities markets generally, as well as those that affect particular companies and other issuers. These price movements, sometimes called volatility, may be greater or lesser depending on the types of securities a Fund owns and the markets in which they trade. The estimated level of volatility for each Fund is set forth in the Fund Summaries that follow. The effect on a Fund of a change in the value of a single security will depend on how widely the Fund diversifies its holdings. INTERNATIONAL INVESTING Investing in issuers located in foreign countries poses distinct risks since political and economic events unique to a country or region will affect those markets and their issuers. These events will not necessarily affect the U.S. economy or similar issuers located in the United States. In addition, investments in foreign countries are generally denominated in a foreign currency. As a result, changes in the value of those currencies compared to the U.S. dollar may affect (positively or negatively) the value of a Fund's investments. These currency movements may happen separately from and in response to events that do not otherwise affect the value of the security in the issuer's home country. These various risks will be even greater for investments in emerging market countries since political turmoil and rapid changes in economic conditions are more likely to occur in these countries. 2 Prospectus INTERNATIONAL EQUITY FUND FUND SUMMARY INVESTMENT GOAL Capital appreciation ------------------------------------------------------------------------------------------------------ SHARE PRICE VOLATILITY Medium to high ------------------------------------------------------------------------------------------------------ PRINCIPAL INVESTMENT STRATEGY Utilizing multiple specialist sub-advisers, the Fund invests in equity securities of foreign companies ------------------------------------------------------------------------------------------------------
INVESTMENT STRATEGY The International Equity Fund invests primarily in common stocks and other equity securities of issuers located in at least three countries other than the United States. The Fund invests primarily in companies located in developed countries, but may also invest in companies located in emerging markets. The Fund uses a multi-manager approach, relying upon a number of Sub-Advisers with differing investment philosophies to manage portions of the Fund's portfolio under the general supervision of SIMC. WHAT ARE THE RISKS OF INVESTING IN THE FUND? Since it purchases equity securities, the Fund is subject to the risk that stock prices will fall over short or extended periods of time. Historically, the equity markets have moved in cycles, and the value of the Fund's securities may fluctuate drastically from day to day. Individual companies may report poor results or be negatively affected by industry and/or economic trends and developments. The prices of securities issued by such companies may suffer a decline in response. In the case of foreign stocks, these fluctuations will reflect international economic and political events, as well as changes in currency valuations relative to the U.S. dollar. These factors contribute to price volatility, which is the principal risk of investing in the Fund. Emerging market countries are countries that the World Bank or the United Nations considers to be emerging or developing. Emerging markets may be more likely to experience political turmoil or rapid changes in market or economic conditions than more developed countries. Emerging market countries often have less uniformity in accounting and reporting requirements and unreliable securities valuation. It is sometimes difficult to obtain and enforce court judgements in such countries and there is often a greater potential for nationalization and/or expropriation of assets by the government of an emerging market country. In addition, the financial stability of issuers (including governments) in emerging markets countries may be more precarious than in other countries. As a result, there will tend to be an increased risk of price volatility associated with the Fund's investments in emerging market countries, which may be magnified by currency fluctuations relative to the U.S. dollar. The Fund is also subject to the risk that developed international equity securities may underperform other segments of the equity market or the equity markets as a whole. Prospectus 3 INTERNATIONAL EQUITY FUND PERFORMANCE INFORMATION The bar chart and the performance table below illustrate the risks and volatility of an investment in the Fund. Of course, the Fund's past performance does not necessarily indicate how the Fund will perform in the future. This bar chart shows changes in the performance of the Fund's Class A Shares from year to year for ten years.* EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED GRAPHIC 1991 10.23% 1992 -2.91% 1993 22.81% 1994 -0.04% 1995 11.34% 1996 9.04% 1997 -1.86% 1998 19.29% 1999 39.63% 2000 -17.74%
BEST QUARTER WORST QUARTER 20.88% -15.34% (12/31/99) (9/30/98)
* THE PERFORMANCE INFORMATION SHOWN ABOVE IS BASED ON A CALENDAR YEAR. This table compares the Fund's average annual total returns for Class A Shares for the periods ended December 31, 2000 to those of the Morgan Stanley Capital International ("MSCI") EAFE Index.
SINCE INCEPTION CLASS A SHARES 1 YEAR 5 YEARS 10 YEARS (12/20/89) ---------------------------------------------------------------------- INTERNATIONAL EQUITY FUND -17.74% 7.95% 7.93% 5.92% ---------------------------------------------------------------------- MSCI EAFE INDEX* -14.17% 7.14% 8.25% 4.89%** ----------------------------------------------------------------------
* AN INDEX MEASURES THE MARKET PRICES OF A SPECIFIC GROUP OF SECURITIES IN A PARTICULAR MARKET OR SECURITIES IN A MARKET SECTOR. YOU CANNOT INVEST DIRECTLY IN AN INDEX. UNLIKE A MUTUAL FUND, AN INDEX DOES NOT HAVE AN INVESTMENT ADVISER AND DOES NOT PAY ANY COMMISSIONS OR EXPENSES. IF AN INDEX HAD EXPENSES, ITS PERFORMANCE WOULD BE LOWER. THE MSCI EAFE INDEX IS A WIDELY-RECOGNIZED, CAPITALIZATION-WEIGHTED (COMPANIES WITH LARGER MARKET CAPITALIZATIONS HAVE MORE INFLUENCE THAN THOSE WITH SMALLER CAPITALIZATIONS) INDEX OF OVER 900 SECURITIES LISTED ON THE STOCK EXCHANGES IN EUROPE, AUSTRALIA AND THE FAR EAST. ** THE INCEPTION DATE FOR THE INDEX IS DECEMBER 31, 1989. -------------------------------------------------------------------------------- FUND FEES AND EXPENSES This table describes the fees and expenses that you may pay if you buy and hold Fund shares. ANNUAL FUND OPERATING EXPENSES
(EXPENSES DEDUCTED FROM FUND ASSETS) CLASS A SHARES Investment Advisory Fees 0.51% Distribution (12b-1) Fees None Other Expenses 0.79% ---------- Total Annual Fund Operating Expenses 1.30%*
* THE FUND'S TOTAL ACTUAL ANNUAL FUND OPERATING EXPENSES FOR THE MOST RECENT FISCAL YEAR WERE LESS THAN THE AMOUNT SHOWN ABOVE BECAUSE SIMC IS WAIVING A PORTION OF THE FEES IN ORDER TO KEEP TOTAL OPERATING EXPENSES, EXCLUDING INTEREST EXPENSE, AT A SPECIFIED LEVEL. SIMC MAY DISCONTINUE ALL OR PART OF THESE WAIVERS AT ANY TIME. WITH THESE FEE WAIVERS, THE FUND'S ACTUAL TOTAL OPERATING EXPENSES ARE AS FOLLOWS: INTERNATIONAL EQUITY FUND - CLASS A SHARES 1.28%
FOR MORE INFORMATION ABOUT THESE FEES, SEE "INVESTMENT ADVISERS AND SUB-ADVISERS" AND "DISTRIBUTION OF FUND SHARES." EXAMPLE This Example is intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds. The Example assumes that you invest $10,000 in the Fund for the time periods indicated and that you sell your shares at the end of the period. The Example also assumes that each year your investment has a 5% return, that Fund operating expenses remain the same, and that you reinvest all dividends and distributions. Although your actual costs and returns might be different, your approximate costs of investing $10,000 in the Fund would be:
1 YEAR 3 YEARS 5 YEARS 10 YEARS International Equity Fund - Class A Shares $132 $412 $713 $1,568
4 Prospectus EMERGING MARKETS EQUITY FUND FUND SUMMARY INVESTMENT GOAL Capital appreciation ------------------------------------------------------------------------------------------------------ SHARE PRICE VOLATILITY Very high ------------------------------------------------------------------------------------------------------ PRINCIPAL INVESTMENT STRATEGY Utilizing multiple specialist sub-advisers, the Fund invests in equity securities of emerging markets companies ------------------------------------------------------------------------------------------------------
INVESTMENT STRATEGY The Emerging Markets Equity Fund invests primarily in common stocks and other equity securities of foreign companies located in emerging market countries. The Fund uses a multi-manager approach, relying upon a number of Sub-Advisers with differing investment philosophies to manage portions of the Fund's portfolio under the general supervision of SIMC. Due to its investment strategy, the Fund may buy and sell securities frequently. This may result in higher transaction costs and additional capital gains tax liabilities. WHAT ARE THE RISKS OF INVESTING IN THE FUND? Since it purchases equity securities, the Fund is subject to the risk that stock prices will fall over short or extended periods of time. Historically, the equity markets have moved in cycles, and the value of the Fund's securities may fluctuate drastically from day to day. Individual companies may report poor results or be negatively affected by industry and/or economic trends and developments. The prices of securities issued by such companies may suffer a decline in response. In the case of foreign stocks, these fluctuations will reflect international economic and political events, as well as changes in currency valuations relative to the U.S. dollar. These factors contribute to price volatility, which is the principal risk of investing in the Fund. Emerging market countries are countries that the World Bank or the United Nations considers to be emerging or developing. Emerging markets may be more likely to experience political turmoil or rapid changes in market or economic conditions than more developed countries. Emerging market countries often have less uniformity in accounting and reporting requirements and unreliable securities valuation. It is sometimes difficult to obtain and enforce court judgements in such countries and there is often a greater potential for nationalization and/or expropriation of assets by the government of an emerging market country. In addition, the financial stability of issuers (including governments) in emerging market countries may be more precarious than in other countries. As a result, there will tend to be an increased risk of price volatility associated with the Fund's investments in emerging market countries, which may be magnified by currency fluctuations relative to the U.S. dollar. The Fund is also subject to the risk that emerging market equity securities may underperform other segments of the equity market or the equity markets as a whole. Prospectus 5 EMERGING MARKETS EQUITY FUND PERFORMANCE INFORMATION The bar chart and the performance table below illustrate the risks and volatility of an investment in the Fund. Of course, the Fund's past performance does not necessarily indicate how the Fund will perform in the future. This bar chart shows changes in the performance of the Fund's Class A Shares from year to year for five years.* EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED GRAPHIC 1996 8.70% 1997 -9.12% 1998 -31.95% 1999 70.31% 2000 -34.47%
BEST QUARTER WORST QUARTER 31.28% -27.41% (12/31/99) (9/30/98)
* THE PERFORMANCE INFORMATION SHOWN ABOVE IS BASED ON A CALENDAR YEAR. This table compares the Fund's average annual total returns for Class A Shares for the periods ended December 31, 2000 to those of the Morgan Stanley Capital International ("MSCI") Emerging Markets Free Index.
SINCE INCEPTION CLASS A SHARES 1 YEAR 5 YEARS (01/17/95) ----------------------------------------------------------------- EMERGING MARKETS EQUITY FUND -34.47% -5.58% -3.79% ----------------------------------------------------------------- MSCI EMERGING MARKETS FREE INDEX* -30.61% -4.17% -2.57%** -----------------------------------------------------------------
* AN INDEX MEASURES THE MARKET PRICES OF A SPECIFIC GROUP OF SECURITIES IN A PARTICULAR MARKET OR SECURITIES IN A MARKET SECTOR. YOU CANNOT INVEST DIRECTLY IN AN INDEX. UNLIKE A MUTUAL FUND, AN INDEX DOES NOT HAVE AN INVESTMENT ADVISER AND DOES NOT PAY ANY COMMISSIONS OR EXPENSES. IF AN INDEX HAD EXPENSES, ITS PERFORMANCE WOULD BE LOWER. THE MSCI EMERGING MARKETS FREE INDEX IS A WIDELY-RECOGNIZED, CAPITALIZATION-WEIGHTED INDEX OF OVER 800 STOCKS FROM APPROXIMATELY 17 DIFFERENT EMERGING MARKET COUNTRIES. ** THE INCEPTION DATE OF THE INDEX IS JANUARY 31, 1995. -------------------------------------------------------------------------------- FUND FEES AND EXPENSES This table describes the fees and expenses that you may pay if you buy and hold Fund shares. ANNUAL FUND OPERATING EXPENSES
(EXPENSES DEDUCTED FROM FUND ASSETS) CLASS A SHARES Investment Advisory Fees 1.05% Distribution (12b-1) Fees None Other Expenses 1.07% ---------- Total Annual Fund Operating Expenses 2.12%*
* THE FUND'S TOTAL ACTUAL ANNUAL FUND OPERATING EXPENSES FOR THE MOST RECENT FISCAL YEAR WERE LESS THAN THE AMOUNT SHOWN ABOVE BECAUSE SIMC AND THE DISTRIBUTOR ARE EACH WAIVING A PORTION OF THE FEES IN ORDER TO KEEP TOTAL OPERATING EXPENSES, EXCLUDING INTEREST EXPENSE, AT A SPECIFIED LEVEL. SIMC AND THE DISTRIBUTOR MAY DISCONTINUE ALL OR PART OF THESE WAIVERS AT ANY TIME. WITH THESE FEE WAIVERS, THE FUND'S ACTUAL TOTAL OPERATING EXPENSES ARE AS FOLLOWS: EMERGING MARKETS EQUITY FUND - CLASS A SHARES 1.95%
FOR MORE INFORMATION ABOUT THESE FEES, SEE "INVESTMENT ADVISERS AND SUB-ADVISERS" AND "DISTRIBUTION OF FUND SHARES." EXAMPLE This Example is intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds. The Example assumes that you invest $10,000 in the Fund for the time periods indicated and that you sell your shares at the end of the period. The Example also assumes that each year your investment has a 5% return, that Fund operating expenses remain the same, and that you reinvest all dividends and distributions. Although your actual costs and returns might be different, your approximate costs of investing $10,000 in the Fund would be:
1 YEAR 3 YEARS 5 YEARS 10 YEARS Emerging Markets Equity Fund - Class A Shares $215 $664 $1,139 $2,452
6 Prospectus INTERNATIONAL FIXED INCOME FUND FUND SUMMARY INVESTMENT GOAL Capital appreciation and current income ------------------------------------------------------------------------------------------------------ SHARE PRICE VOLATILITY High ------------------------------------------------------------------------------------------------------ PRINCIPAL INVESTMENT STRATEGY Utilizing a specialist adviser, the Fund invests in investment grade fixed income securities of foreign government and corporate issuers ------------------------------------------------------------------------------------------------------
INVESTMENT STRATEGY The International Fixed Income Fund invests primarily in foreign government and corporate fixed income securities, as well as foreign mortgage-backed securities of issuers located in at least three countries other than the United States. In selecting investments for the Fund, the Adviser chooses investment grade securities issued by corporations and governments located in various developed foreign countries, looking for opportunities for capital appreciation and gain, as well as current income. The Fund's portfolio is not hedged against currency fluctuations relative to the U.S. dollar. There are no restrictions on the Fund's average portfolio maturity or on the maturity of any specific security. Due to its investment strategy, the Fund may buy and sell securities frequently. This may result in higher transaction costs and additional capital gains tax liabilities. WHAT ARE THE RISKS OF INVESTING IN THE FUND? The prices of the Fund's fixed income securities respond to economic developments, particularly interest rate changes, as well as to perceptions about the creditworthiness of individual issuers. Generally, the Fund's fixed income securities will decrease in value if interest rates rise and vice versa, and the volatility of lower-rated securities is even greater than that of higher-rated securities. Also, longer-term securities are generally more volatile, so the average maturity or duration of these securities affects risk. In the case of foreign securities, price fluctuations will reflect international economic and political events, as well as changes in currency valuations relative to the U.S. dollar. These factors contribute to price volatility, which is the principal risk of investing in the Fund. The Fund is non-diversified, which means that it may invest in the securities of relatively few issuers. As a result, the Fund may be more susceptible to a single adverse economic or political occurrence affecting one or more of these issuers, and may experience increased volatility due to its investments in those securities. The Fund is also subject to the risk that developed international fixed income securities may underperform other segments of the fixed income market or the fixed income markets as a whole. Prospectus 7 INTERNATIONAL FIXED INCOME FUND PERFORMANCE INFORMATION The bar chart and the performance table below illustrate the risks and volatility of an investment in the Fund. Of course, the Fund's past performance does not necessarily indicate how the Fund will perform in the future. This bar chart shows changes in the performance of the Fund's Class A Shares from year to year for seven years.* EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED GRAPHIC 1994 3.58% 1995 22.13% 1996 4.69% 1997 -3.56% 1998 18.52% 1999 -6.69% 2000 -3.74%
BEST QUARTER WORST QUARTER 14.67% -5.88% (3/31/95) (3/31/97)
* THE PERFORMANCE INFORMATION SHOWN ABOVE IS BASED ON A CALENDAR YEAR. This table compares the Fund's average annual total returns for Class A Shares for the periods ended December 31, 2000 to those of the Salomon WGBI Non-U.S. Index.
SINCE INCEPTION CLASS A SHARES 1 YEAR 5 YEARS (09/01/93) ---------------------------------------------------------------- INTERNATIONAL FIXED INCOME FUND -3.74% 1.45% 4.66% ---------------------------------------------------------------- SALOMON WGBI NON-U.S. INDEX* -2.64% 1.64% 4.70%** ----------------------------------------------------------------
* AN INDEX MEASURES THE MARKET PRICES OF A SPECIFIC GROUP OF SECURITIES IN A PARTICULAR MARKET OR SECURITIES IN A MARKET SECTOR. YOU CANNOT INVEST DIRECTLY IN AN INDEX. UNLIKE A MUTUAL FUND, AN INDEX DOES NOT HAVE AN INVESTMENT ADVISER AND DOES NOT PAY ANY COMMISSIONS OR EXPENSES. IF AN INDEX HAD EXPENSES, ITS PERFORMANCE WOULD BE LOWER. THE SALOMON WGBI NON-U.S. INDEX IS A WIDELY RECOGNIZED INDEX OF GOVERNMENT BONDS ISSUED BY APPROXIMATELY 12 FOREIGN COUNTRIES. THE INDEX TARGETS INSTITUTIONALLY TRADED BONDS. ** THE INCEPTION DATE FOR THE INDEX IS AUGUST 31, 1993. -------------------------------------------------------------------------------- FUND FEES AND EXPENSES This table describes the fees and expenses that you may pay if you buy and hold Fund shares. ANNUAL FUND OPERATING EXPENSES
(EXPENSES DEDUCTED FROM FUND ASSETS) CLASS A SHARES Investment Advisory Fees 0.15%* Distribution (12b-1) Fees None Other Expenses 0.93% ----------- Total Annual Fund Operating Expenses 1.08%**
* THE ADVISORY FEE HAS BEEN RESTATED TO REFLECT CURRENT FEES. ** THE FUND'S TOTAL ACTUAL ANNUAL FUND OPERATING EXPENSES FOR THE CURRENT FISCAL YEAR ARE EXPECTED TO BE LESS THAN THE AMOUNT SHOWN ABOVE BECAUSE THE DISTRIBUTOR IS WAIVING A PORTION OF THE FEES IN ORDER TO KEEP TOTAL OPERATING EXPENSES, EXCLUDING INTEREST EXPENSE, AT A SPECIFIED LEVEL. THE DISTRIBUTOR MAY DISCONTINUE ALL OR PART OF THESE WAIVERS AT ANY TIME. WITH THESE FEE WAIVERS, THE FUND'S ACTUAL TOTAL OPERATING EXPENSES ARE EXPECTED TO BE AS FOLLOWS: INTERNATIONAL FIXED INCOME FUND - CLASS A SHARES 1.00%
FOR MORE INFORMATION ABOUT THESE FEES, SEE "INVESTMENT ADVISERS AND SUB-ADVISERS" AND "DISTRIBUTION OF FUND SHARES." EXAMPLE This Example is intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds. The Example assumes that you invest $10,000 in the Fund for the time periods indicated and that you sell your shares at the end of the period. The Example also assumes that each year your investment has a 5% return, that Fund operating expenses remain the same, and that you reinvest all dividends and distributions. Although your actual costs and returns might be different, your approximate costs of investing $10,000 in the Fund would be:
1 YEAR 3 YEARS 5 YEARS 10 YEARS International Fixed Income Fund - Class A Shares $110 $343 $595 $1,317
8 Prospectus EMERGING MARKETS DEBT FUND FUND SUMMARY INVESTMENT GOAL Total return ------------------------------------------------------------------------------------------------------ SHARE PRICE VOLATILITY High to very high ------------------------------------------------------------------------------------------------------ PRINCIPAL INVESTMENT STRATEGY Utilizing a specialist sub-adviser, the Fund invests in U.S. dollar denominated debt securities of emerging markets issuers ------------------------------------------------------------------------------------------------------
INVESTMENT STRATEGY The Emerging Markets Debt Fund invests primarily in U.S. dollar denominated debt securities of government, government-related and corporate issuers in emerging market countries, as well as entities organized to restructure the outstanding debt of such issuers. The Sub-Adviser will spread the Fund's holdings across a number of countries and industries to limit its exposure to a single emerging market economy. There are no restrictions on the Fund's average portfolio maturity, or on the maturity of any specific security. There is no minimum rating standard for the Fund's securities and the Fund's securities will generally be in the lower or lowest rating categories (including those below investment grade, commonly referred to as "junk bonds"). Due to its investment strategy, the Fund may buy and sell securities frequently. This may result in higher transaction costs and additional capital gains tax liabilities. WHAT ARE THE RISKS OF INVESTING IN THE FUND? The prices of the Fund's debt securities respond to economic developments, particularly interest rate changes, as well as to perceptions about the creditworthiness of individual issuers, including governments. Generally, the Fund's debt securities will decrease in value if interest rates rise and vice versa, and the volatility of lower-rated securities is even greater than that of higher-rated securities. Also, longer-term securities are generally more volatile, so the average maturity or duration of these securities affects risk. "Junk" bonds involve greater risks of default or downgrade, and involve greater risk of price declines than investment grade securities due to actual or perceived changes in an issuer's creditworthiness. In addition, issuers of junk bonds may be more susceptible than other issuers to economic downturns. Junk bonds are subject to the risk that the issuer may not be able to pay interest or dividends and ultimately to repay principal upon maturity. Discontinuation of these payments could substantially adversely affect the market value of the security. The volatility of junk bonds, particularly those issued by foreign governments, is even greater since the prospects for repayment of principal and interest of many of these securities is speculative. Some may even be in default. As an incentive to invest in these risky securities, they tend to offer higher returns. Emerging market countries are countries that the World Bank or the United Nations considers to be emerging or developing. Emerging markets may be more likely to experience political turmoil or rapid changes in market or economic conditions than more developed countries. In addition, the financial stability of issuers (including governments) in emerging market countries may be more precarious than in other countries. As a result, there will tend to be an increased risk of price volatility associated with the Fund's investments in emerging market countries. The foreign sovereign debt securities and "Brady Bonds" the Fund purchases involve specific risks, including the risk that: (i) the governmental entity that controls the repayment of sovereign debt may not be willing or able to repay the principal and/or interest when it becomes due, due to factors such as debt service burden, political constraints, cash flow problems and other national economic factors; (ii) governments may default on their debt securities, which may require holders of such securities to participate in debt rescheduling or additional lending to defaulting governments; and (iii) there is no bankruptcy proceeding by which defaulted sovereign debt may be collected in whole or in part. The Fund is non-diversified, which means that it may invest in the securities of relatively few issuers. As a result, the Fund may be more susceptible to a single adverse economic or political occurrence affecting one or more of these issuers, and may experience increased volatility due to its investments in those securities. These factors contribute to price volatility, which is the principal risk of investing in the Fund. The Fund is also subject to the risk that emerging market debt securities may underperform other segments of the fixed income market or the fixed income markets as a whole. Prospectus 9 EMERGING MARKETS DEBT FUND PERFORMANCE INFORMATION The bar chart and the performance table below illustrate the risks and volatility of an investment in the Fund. Of course, the Fund's past performance does not necessarily indicate how the Fund will perform in the future. This bar chart shows changes in the performance of the Fund's Class A Shares from year to year for three years.* EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED GRAPHIC 1998 -20.89% 1999 28.89% 2000 13.51%
BEST QUARTER WORST QUARTER 16.20% -29.08% (12/31/98) (9/30/98)
* THE PERFORMANCE INFORMATION SHOWN ABOVE IS BASED ON A CALENDAR YEAR. This table compares the Fund's average annual total returns for Class A Shares for the periods ended December 31, 2000 to those of the J.P. Morgan EMBI Plus Index.
SINCE INCEPTION CLASS A SHARES 1 YEAR (06/26/97) ------------------------------------------------------------ EMERGING MARKETS DEBT FUND 13.51% 5.06% ------------------------------------------------------------ J.P. MORGAN EMBI PLUS INDEX* 15.67% 7.29%** ------------------------------------------------------------
* AN INDEX MEASURES THE MARKET PRICES OF A SPECIFIC GROUP OF SECURITIES IN A PARTICULAR MARKET OR SECURITIES IN A MARKET SECTOR. YOU CANNOT INVEST DIRECTLY IN AN INDEX. UNLIKE A MUTUAL FUND, AN INDEX DOES NOT HAVE AN INVESTMENT ADVISER AND DOES NOT PAY ANY COMMISSIONS OR EXPENSES. IF AN INDEX HAD EXPENSES, ITS PERFORMANCE WOULD BE LOWER. THE J.P. MORGAN EMBI PLUS INDEX IS A WIDELY-RECOGNIZED, MARKET VALUE-WEIGHTED (HIGHER MARKET VALUE SECURITIES HAVE MORE INFLUENCE THAN LOWER MARKET VALUE SECURITIES) INDEX OF BONDS ISSUED BY EMERGING MARKETS COUNTRIES. THE INDEX CURRENTLY INCLUDES EUROBONDS, AND BRADY BONDS ISSUED BY ARGENTINA, BRAZIL, BULGARIA, MEXICO, NIGERIA, THE PHILIPPINES, POLAND AND VENEZUELA. ** THE INCEPTION DATE OF THE INDEX IS JUNE 30, 1997. -------------------------------------------------------------------------------- FUND FEES AND EXPENSES This table describes the fees and expenses that you may pay if you buy and hold Fund shares. ANNUAL FUND OPERATING EXPENSES
(EXPENSES DEDUCTED FROM FUND ASSETS) CLASS A SHARES Investment Advisory Fees 0.85% Distribution (12b-1) Fees None Other Expenses 0.95% ---------- Total Annual Fund Operating Expenses 1.80%*
* THE FUND'S TOTAL ACTUAL ANNUAL FUND OPERATING EXPENSES FOR THE MOST RECENT FISCAL YEAR WERE LESS THAN THE AMOUNT SHOWN ABOVE BECAUSE SIMC IS WAIVING A PORTION OF THE FEES IN ORDER TO KEEP TOTAL OPERATING EXPENSES, EXCLUDING INTEREST EXPENSE, AT A SPECIFIED LEVEL. SIMC MAY DISCONTINUE ALL OR PART OF THESE WAIVERS AT ANY TIME. WITH THESE FEE WAIVERS, THE FUND'S ACTUAL TOTAL OPERATING EXPENSES ARE AS FOLLOWS: EMERGING MARKETS DEBT FUND - CLASS A SHARES 1.35%
FOR MORE INFORMATION ABOUT THESE FEES, SEE "INVESTMENT ADVISERS AND SUB-ADVISERS" AND "DISTRIBUTION OF FUND SHARES." EXAMPLE This Example is intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds. The Example assumes that you invest $10,000 in the Fund for the time periods indicated and that you sell your shares at the end of the period. The Example also assumes that each year your investment has a 5% return, that Fund operating expenses remain the same, and that you reinvest all dividends and distributions. Although your actual costs and returns might be different, your approximate costs of investing $10,000 in the Fund would be:
1 YEAR 3 YEARS 5 YEARS 10 YEARS Emerging Markets Debt Fund - Class A Shares $183 $566 $975 $2,116
10 Prospectus MORE INFORMATION ABOUT FUND INVESTMENTS This prospectus describes the Funds' primary strategies, and the Funds will normally invest at least 65% of their assets in the types of securities described in this prospectus. However, each Fund also may invest in other securities, use other strategies and engage in other investment practices. These investments and strategies, as well as those described in this prospectus, are described in detail in the Funds' Statement of Additional Information ("SAI"). The investments and strategies described in this prospectus are those that the Advisers and Sub-Advisers use under normal conditions. During unusual economic or market conditions, or for temporary defensive or liquidity purposes, each Fund may invest up to 100% of its assets in cash, money market instruments, repurchase agreements and short-term obligations that would not ordinarily be consistent with the Funds' objectives. A Fund will do so only if the Advisers or Sub-Advisers believe that the risk of loss outweighs the opportunity for capital gains and higher income. Of course, there is no guarantee that any Fund will achieve its investment goal. INVESTMENT ADVISERS AND SUB-ADVISERS SIMC ACTS AS THE MANAGER OF MANAGERS OF THE INTERNATIONAL EQUITY, EMERGING MARKETS EQUITY AND EMERGING MARKETS DEBT FUNDS, AND IS RESPONSIBLE FOR THE INVESTMENT PERFORMANCE OF THOSE FUNDS SINCE IT ALLOCATES EACH FUND'S ASSETS TO ONE OR MORE SUB-ADVISERS AND RECOMMENDS HIRING OR CHANGING SUB-ADVISERS TO THE BOARD OF TRUSTEES. Each Sub-Adviser makes investment decisions for the assets it manages and continuously reviews, supervises and administers its investment program. SIMC oversees the Sub-Advisers to ensure compliance with the Funds' investment policies and guidelines, and monitors each Sub-Adviser's adherence to its investment style. The Board of Trustees supervises SIMC and the Sub-Advisers; establishes policies that they must follow in their management activities; and oversees the hiring and termination of Sub-Advisers recommended by SIMC. SIMC pays the Sub-Advisers out of the investment advisory fees it receives. SIMC, an SEC-registered adviser, located at One Freedom Valley Drive, Oaks, Pennsylvania 19456, serves as the Adviser to the International Equity, Emerging Markets Equity and Emerging Markets Debt Funds. As of December 31, 2000, SIMC had approximately $64 billion in assets under management. For the fiscal year ended September 30, 2000, SIMC received investment advisory fees, after fee waivers, as follows: International Equity Fund 0.49% Emerging Markets Equity Fund 0.88% Emerging Markets Debt Fund 0.40%
Strategic Fixed Income, L.L.C. ("Strategic") acts as the manager of the International Fixed Income Fund and is responsible for the Fund's investment performance. Strategic, an SEC-registered adviser, located at 1001 Nineteenth Street North, Suite 1720, Arlington, Virginia 22209, serves as the Adviser to the International Fixed Income Fund. As of December 31, 2000, Strategic had approximately $3.5 billion in assets under management. For the fiscal year ended September 30, 2000, Strategic received investment advisory fees as follows: International Fixed Income Fund 0.18%
SUB-ADVISERS AND PORTFOLIO MANAGERS INTERNATIONAL EQUITY FUND: ACADIAN ASSET MANAGEMENT, INC. - Acadian Asset Management, Inc. ("Acadian"), located at Ten Post Office Square, 8th Floor, Boston, Massachusetts 02109, serves as a Sub-Adviser to the International Equity Fund. A committee of investment professionals at Acadian manages a portion of the assets of the International Equity Fund. Prospectus 11 MORE INFORMATION ABOUT FUND INVESTMENTS BLACKROCK INTERNATIONAL, LTD. - BlackRock International, Ltd. ("BlackRock International"), located at 7 Castle Street, Edinburgh, EH23AM, Scotland, serves as a Sub-Adviser to the International Equity Fund. Albert B. Morillo heads an investment committee at BlackRock International, that manages a portion of the assets of the International Equity Fund. Prior to joining BlackRock International in January 2000, Mr. Morillo was the head of the European Team at Scottish Widows Investment Management since 1991. CAPITAL GUARDIAN TRUST COMPANY - Capital Guardian Trust Company ("Capital Guardian"), located at 630 5th Avenue, 36th Floor, New York, New York 10111, serves as a Sub-Adviser to the International Equity Fund. A committee of investment professionals at Capital Guardian manages a portion of the assets of the International Equity Fund. JARDINE FLEMING INTERNATIONAL MANAGEMENT, INC. - Jardine Fleming International Management, Inc. ("JFIMI"), located at 47th Floor, Jardine House, 1 Connaught Place, Central Hong Kong, serves as a Sub-Adviser to the International Equity Fund. Piers Litherland of JFIMI serves as the portfolio manager for a portion of the assets of the International Equity Fund. Mr. Litherland has been with JFIMI for 13 years, and has over 22 years of investment experience. MARTIN CURRIE, INC. - Martin Currie, Inc. ("Martin Currie"), located at Saltire Court, 20 Castle Terrace, Edinburgh, EH12ES, Scotland, serves as a Sub-Adviser to the International Equity Fund. Michael Thomas of Martin Currie serves as portfolio manager for a portion of the assets of the International Equity Fund. Mr. Thomas joined Martin Currie in 1989, and has 26 years of investment experience. OECHSLE INTERNATIONAL ADVISORS, LLC - Oechsle International Advisors, LLC ("Oechsle"), located at One International Place, 23rd Floor, Boston, Massachusetts 02110, serves as a Sub-Adviser to the International Equity Fund. S. Dewey Keesler, Jr., of Oechsle, serves as portfolio manager of a portion of the assets of the International Equity Fund. Prior to joining Oechsle in 1995, Mr. Keesler was a Portfolio Manager and Investment Director for the State of Wisconsin Investment Board and has over 18 years of investment experience. EMERGING MARKETS EQUITY FUND: THE BOSTON COMPANY ASSET MANAGEMENT, LLC - The Boston Company Asset Management, LLC ("The Boston Company"), located at One Boston Place, Boston, Massachusetts 02108, serves as a Sub-Adviser to the Emerging Markets Equity Fund. D. Kirk Henry, CFA and Senior Vice President, of The Boston Company serves as portfolio manager for a portion of the assets of the Emerging Markets Equity Fund. Since joining The Boston Company in 1994, Mr. Henry has had primary responsibility for the firm's Emerging Markets Equity product and International Equity strategies. MORGAN STANLEY DEAN WITTER INVESTMENT MANAGEMENT INC. - Morgan Stanley Dean Witter Investment Management, Inc. ("MSDW"), located at 1221 Avenue of the Americas, New York, New York 10020, serves as a Sub-Adviser to the Emerging Markets Equity Fund. Robert L. Meyer, Michael Perl and Andy Skov of MSDW serve as portfolio managers of a portion of the assets of the Emerging Markets Equity Fund. Mr. Meyer is a Managing Director and joined MSDW in 1989 after working for the law firm of Irell & Manella. Mr. Perl is a Vice President and joined MSDW after 6 years at Bankers Trust Australia, where he served as a Portfolio Manager. Mr. Skov is a Principal and joined MSDW after 4 years as an Associate at Bankers Trust. NICHOLAS-APPLEGATE CAPITAL MANAGEMENT - Nicholas-Applegate Capital Management ("Nicholas-Applegate"), located at 600 West Broadway, Suite 2900, San Diego, California 92101, serves as a Sub-Adviser to the Emerging Markets Equity Fund. Arthur E. Nicholas of Nicholas-Applegate serves as portfolio manager of a portion of the assets of the Emerging Markets Equity Fund. Mr. Nicholas is the founder and Chief Investment Officer of the firm, and oversees the Firm's investment teams. The Emerging Markets team also consists of Larry Speidell, Pedro Marcal, Ernesto Ramos, and Jessica Goncalves. Mr. Speidell is a partner of Nicholas-Applegate and has been employed by Nicholas Applegate since 1994. Mr. Marcal is a partner of Nicholas-Applegate and has been employed by Nicholas-Applegate since 1994. Mr. Ramos has been employed by Nicholas-Applegate since 1994. Ms. Goncalves has been employed by Nicholas-Applegate since 1995. 12 Prospectus MORE INFORMATION ABOUT FUND INVESTMENTS SCHRODER INVESTMENT MANAGEMENT NORTH AMERICA INC. - Schroder Investment Management North America Inc. ("Schroders"), located at 1301 Avenue of the Americas, New York, New York 10019, serves as a Sub-Adviser to the Emerging Markets Equity Fund. A team of investment professionals at Schroders manages a portion of the assets of the Emerging Markets Equity Fund. Giles Neville is the product manager for the Emerging Markets Committee at Schroders. Mr. Neville has over 12 years of investment experience. SG PACIFIC ASSET MANAGEMENT, INC. AND SGY ASSET MANAGEMENT (SINGAPORE) LTD. - SG Pacific Asset Management, Inc. ("SG Pacific") and SGY Asset Management (Singapore) Limited ("SGY"), located at 30 Wall Street, 8th Floor, Suite 9828, New York, New York 10005, serves as a Sub-Adviser to the Emerging Markets Equity Fund. Marco Wong of SG Pacific and SGY, serves as portfolio manager of a portion of the assets of the Emerging Markets Equity Fund. Mr. Wong leads the management team for the assets of the Fund allocated to SG Pacific and SGY. Mr. Wong has been with SG Yamaichi Asset Management Co., Ltd., the parent of SGY and SG Pacific, since 1986. INTERNATIONAL FIXED INCOME FUND: STRATEGIC FIXED INCOME, L.L.C. - Strategic serves as the Adviser to the International Fixed Income Fund. Kenneth Windheim, Gregory Barnett and David Jallits of Strategic serve as portfolio managers of the International Fixed Income Fund. Mr. Windheim is the President of Strategic. Prior to joining Strategic, Mr. Windheim was the Chief Investment Officer and Managing Director of the group which managed global fixed income portfolios at Prudential Asset Management. Prior to joining Strategic, Mr. Barnett was portfolio manager for the Pilgrim Multi-Market Income Fund. Prior to that, he was vice president and senior fixed income portfolio manager at Lexington Management. Prior to joining Strategic, Mr. Jallits was Senior Portfolio Manager for a hedge fund at Teton Partners. From 1992 to 1993, he was Vice President and Global Fixed Income Portfolio Manager at The Putnam Companies. EMERGING MARKETS DEBT FUND: SALOMON BROTHERS ASSET MANAGEMENT INC - Salomon Brothers Asset Management Inc. ("SBAM"), located at 7 World Trade Center, Floor 38, New York, New York 10048, serves as a Sub-Adviser to the Emerging Markets Debt Fund. Peter J. Wilby leads a team of professionals from SBAM that manages the assets of the Emerging Markets Debt Fund. Mr. Wilby, a Managing Director of SBAM, joined SBAM in 1989. Prospectus 13 PURCHASING AND SELLING FUND SHARES This section tells you how to purchase and sell (sometimes called "redeem") Class A Shares of the Funds. The Funds offer Class A Shares only to financial institutions for their own or their customers' accounts. For information on how to open an account and set up procedures for placing transactions, call 1-800-DIAL-SEI. HOW TO PURCHASE FUND SHARES You may purchase shares on any day that the New York Stock Exchange (NYSE) is open for business (a Business Day). Financial institutions and intermediaries may purchase Class A Shares by placing orders with the Funds' Transfer Agent (or their authorized agent). Institutions and intermediaries that use certain SEI proprietary systems may place orders electronically through those systems. Cash investments must be transmitted or delivered in federal funds to the Funds' wire agent by the close of business on the day after the order is placed. The Fund reserves the right to refuse any purchase requests, particularly those that would not be in the best interests of the Fund or shareholders and could adversely affect the Fund or its operations. This includes those from any individual or group who, in the Fund's view, are likely to engage in excessive trading (usually defined as more than four transactions out of the Fund within a calendar year). When you purchase or sell Fund shares through certain financial institutions (rather than directly from the Funds), you may have to transmit your purchase and sale requests to your financial institution at an earlier time for your transaction to become effective that day. This allows your financial institution time to process your requests and transmit them to the Funds. Certain other intermediaries, including certain broker-dealers and shareholder organizations, are authorized to accept purchase and redemption requests for Fund shares. These requests are normally executed at the net asset value per share ("NAV") next determined after the intermediary receives the request. These authorized intermediaries are responsible for transmitting requests and delivering funds on a timely basis. If you deal directly with a financial institution or financial intermediary, you will have to follow the institution's or intermediary's procedures for transacting with the Funds. For more information about how to purchase or sell Fund shares through your financial institution, you should contact your financial institution directly. Investors may be charged a fee for purchase and/or redemption transactions effectuated through certain of these broker-dealers or other financial intermediaries. The price per share (the offering price) will be the NAV next determined after the Funds receive your purchase order. Each Fund calculates its NAV once each Business Day at the regularly-scheduled close of normal trading on the NYSE (normally, 4:00 p.m. Eastern time). So, for you to receive the current Business Day's NAV, generally a Fund (or an authorized agent) must receive your purchase order in proper form before 4:00 p.m. Eastern time. The Funds will not accept orders that request a particular day or price for the transaction or any other special conditions. HOW THE FUNDS CALCULATE NAV NAV for one Fund share is the value of that share's portion of all of the net assets in the Fund. In calculating NAV, each Fund generally values its investment portfolio at market price. If market prices are unavailable or the Funds think that they are unreliable, fair value prices may be determined in good faith using methods approved by the Board of Trustees. The Funds hold portfolio securities that are listed on foreign exchanges. These securities may trade on weekends or other days when the Funds do not calculate NAV. As a result, the market value of the Funds' investments may change on days when you cannot purchase or sell Fund shares. 14 Prospectus PURCHASING AND SELLING FUND SHARES MINIMUM PURCHASES To purchase Class A Shares for the first time, you must invest at least $100,000 in any Fund with minimum subsequent investments of at least $1,000. The Funds may accept investments of smaller amounts at their discretion. HOW TO SELL YOUR FUND SHARES If you hold Class A Shares, you may sell your shares on any Business Day by following the procedures established when you opened your account or accounts. If you have questions, call 1-800-DIAL-SEI. If you own your shares through an account with a broker or other institution, contact that broker or institution to sell your shares. Your financial institution or intermediary may charge a fee for its services. The sale price of each share will be the next NAV determined after the Funds (or their authorized intermediary) receive your request. RECEIVING YOUR MONEY Normally, the Funds will make payment on your sale on the Business Day following the day on which they receive your request, but it may take up to seven days. Your proceeds will be wired to your bank account. REDEMPTIONS IN KIND The Funds generally pay sale (redemption) proceeds in cash. However, under unusual conditions that make the payment of cash unwise (and for the protection of the Fund's remaining shareholders) the Funds might pay all or part of your redemption proceeds in liquid securities with a market value equal to the redemption price (redemption in kind). Although it is highly unlikely that your shares would ever be redeemed in kind, you would probably have to pay brokerage costs to sell the securities distributed to you, as well as taxes on any capital gains from the sale as with any redemption. SUSPENSION OF YOUR RIGHT TO SELL YOUR SHARES The Funds may suspend your right to sell your shares if the NYSE restricts trading, the SEC declares an emergency or for other reasons. More information about this is in the SAI. TELEPHONE TRANSACTIONS Purchasing and selling Fund shares over the telephone is extremely convenient, but not without risk. The Funds have certain safeguards and procedures to confirm the identity of callers and the authenticity of instructions. If the Funds follow these procedures, the Funds will not be responsible for any losses or costs incurred by following telephone instructions that the Funds reasonably believe to be genuine. DISTRIBUTION OF FUND SHARES SEI Investments Distribution Co. ("SIDCo.") is the distributor of the shares of the Funds. SIDCo. receives no compensation for distributing the Funds' shares. For Class A Shares, each Fund may pay shareholder servicing fees to SIDCo. up to a maximum of 0.25% of the Fund's average daily net assets attributable to Class A Shares. Prospectus 15 DIVIDENDS, DISTRIBUTIONS AND TAXES DIVIDENDS AND DISTRIBUTIONS The Funds periodically distribute their investment income to shareholders as a dividend. It is the Funds' policy to pay dividends at least once annually. The Funds make distributions of capital gains, if any, at least annually. You will receive dividends and distributions in cash unless otherwise stated. TAXES PLEASE CONSULT YOUR TAX ADVISOR REGARDING YOUR SPECIFIC QUESTIONS ABOUT FEDERAL, STATE AND LOCAL INCOME TAXES. Below the Funds have summarized some important tax issues that affect the Funds and their shareholders. This summary is based on current tax laws, which may change. Each Fund will distribute substantially all of its investment income and capital gains, if any. The dividends and distributions you receive from the Funds may be subject to federal, state and local taxation, depending upon your tax situation. If so, they are taxable whether or not you reinvest them. Income distributions are generally taxable at ordinary income tax rates. Capital gains distributions are generally taxable at the rates applicable to long-term capital gains. EACH SALE OF FUND SHARES IS A TAXABLE EVENT. Some foreign governments levy withholding taxes against dividend and interest income. Although in some countries a portion of these taxes is recoverable, the non-recovered portion will reduce the income received from the securities comprising the portfolios of the Funds. The Funds may be able to pass along a tax credit for foreign income taxes they pay. The Funds will notify you if they give you this credit. MORE INFORMATION ABOUT TAXES IS IN THE FUNDS' SAI. 16 Prospectus FINANCIAL HIGHLIGHTS The tables that follow present performance information about Class A Shares of each Fund. This information is intended to help you understand each Fund's financial performance for the past five years, or, if shorter, the period of the Fund's operations. Some of this information reflects financial information for a single Fund share. The total returns in the table represent the rate that you would have earned (or lost) on an investment in a Fund, assuming you reinvested all of your dividends and distributions. This information has been audited by PricewaterhouseCoopers, LLP, independent public accountants. Their report, along with each Fund's financial statements, appears in the annual report that accompanies the SAI. You can obtain the annual report, which contains more performance information, at no charge by calling 1-800-DIAL-SEI. SEI INSTITUTIONAL INTERNATIONAL TRUST - FOR THE YEARS ENDED SEPTEMBER 30, 2000 AND SEPTEMBER 30, 1999, THE SEVEN MONTH PERIOD ENDED SEPTEMBER 30, 1998, AND FOR THE YEARS ENDED FEBRUARY 28, OR 29. FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD
NET REALIZED DISTRIBUTIONS NET NET ASSET NET AND DISTRIBUTIONS FROM ASSET VALUE INVESTMENT UNREALIZED FROM NET REALIZED VALUE BEGINNING INCOME/ GAINS/ INVESTMENT CAPITAL END OF TOTAL OF PERIOD (LOSS) (LOSSES) INCOME(2) GAINS PERIOD RETURN ---------- ---------- ---------- ------------- ------------- -------- --------- --------------------------------------------------------------------------------------------------------------------- INTERNATIONAL EQUITY FUND --------------------------------------------------------------------------------------------------------------------- CLASS A For the years ended September 30: 2000...................... $12.09 $ 0.08 $ 0.43 $(0.04) $(0.23) $12.33 4.15% 1999(1)................... 9.16 0.04 3.34 (0.10) (0.35) 12.09 37.86 For the seven month period ended September 30: 1998(1)................... $10.15 $ 0.07 $(1.06) $ - $ - $ 9.16 (9.75)%* For the years ended February 28 or 29: 1998(1)................... $ 9.67 $ 0.17 $ 0.77 $(0.18) $(0.28) $10.15 10.21% 1997...................... 10.00 0.09 0.47 (0.07) (0.82) 9.67 5.70 1996...................... 9.59 0.14 1.45 (0.19) (0.99) 10.00 17.30 --------------------------------------------------------------------------------------------------------------------- EMERGING MARKETS EQUITY FUND --------------------------------------------------------------------------------------------------------------------- CLASS A For the years ended September 30: 2000...................... $ 9.13 $(0.05) $ 0.12 $(0.01) $ - $ 9.19 0.71% 1999...................... 6.17 (0.03) 3.00 (0.01) - 9.13 48.23 For the seven month period ended September 30: 1998...................... $10.55 $ 0.07 $(4.45) $ - $ - $ 6.17 (41.52)%* For the years ended February 28 or 29: 1998...................... $12.87 $(0.03) $(2.25) $(0.03) $(0.01) $10.55 (17.72)% 1997...................... 10.93 0.01 1.96 (0.02) (0.01) 12.87 18.02 1996...................... 10.27 (0.02) 0.72 - (0.04) 10.93 6.83 RATIO OF NET RATIO OF INVESTMENT NET RATIO OF INCOME/ INVESTMENT EXPENSES TO (LOSS) TO RATIO OF INCOME/ AVERAGE AVERAGE NET ASSETS EXPENSES (LOSS) TO NET ASSETS NET ASSETS PORTFOLIO END OF TO AVERAGE AVERAGE (EXCLUDING (EXCLUDING TURNOVER PERIOD (000) NET ASSETS NET ASSETS WAIVERS) WAIVERS) RATE ------------ ---------- --------------- -------------- -------------- --------- INTERNATIONAL EQUITY FUND --------------------------------------------------------------------------------------------------------------------- CLASS A For the years ended September 30: 2000...................... $2,953,872 1.29%++ 0.79% 1.30% 0.78% 73% 1999(1)................... 1,844,459 1.28 0.39 1.31 0.36 61 For the seven month period ended September 30: 1998(1)................... $ 966,707 1.24% 1.60%+ 1.31%+ 1.53%+ 66% For the years ended February 28 or 29: 1998(1)................... $ 851,542 1.21% 1.31% 1.30% 1.22% 75% 1997...................... 524,062 1.28 1.11 1.42 0.97 117 1996...................... 347,646 1.25 1.29 1.29 1.25 102 --------------------------------------------------------------------------------------------------------------------- EMERGING MARKETS EQUITY FUND --------------------------------------------------------------------------------------------------------------------- CLASS A For the years ended September 30: 2000...................... $1,285,033 1.96% (0.46)% 2.12% (0.62)% 110% 1999...................... 866,911 1.95 (0.35) 2.14 (0.54) 129 For the seven month period ended September 30: 1998...................... $ 498,470 1.95%+ 1.51%+ 2.24%+ 1.22%+ 46% For the years ended February 28 or 29: 1998...................... $ 509,748 1.95% (0.12)% 2.36% (0.53)% 76% 1997...................... 221,474 1.95 (0.04) 2.55 (0.64) 100 1996...................... 67,181 1.95 (0.23) 2.72 (1.00) 104
Prospectus 17 FINANCIAL HIGHLIGHTS
NET REALIZED DISTRIBUTIONS NET NET ASSET NET AND DISTRIBUTIONS FROM ASSET VALUE INVESTMENT UNREALIZED FROM NET REALIZED VALUE BEGINNING INCOME/ GAINS/ INVESTMENT CAPITAL END OF TOTAL OF PERIOD (LOSS) (LOSSES) INCOME(3) GAINS PERIOD RETURN ---------- ---------- ---------- ------------- ------------- -------- -------- -------------------------------------------------------------------------------------------------------------------- INTERNATIONAL FIXED INCOME FUND -------------------------------------------------------------------------------------------------------------------- CLASS A For the years ended September 30: 2000...................... $11.03 $ 0.31 $(1.35) $(0.18) $ - $ 9.81 (9.58)% 1999...................... 11.89 0.30 (0.42) (0.53) (0.21) 11.03 (1.36) For the seven month period ended September 30: 1998...................... $10.68 $ 0.40 $ 0.81 $ - $ - $11.89 11.33%* For the years ended February 28 or 29: 1998...................... $10.53 $ 0.23 $ 0.11 $(0.10) $(0.09) 10.68 3.23% 1997...................... 10.77 0.71 (0.49) (0.38) (0.08) 10.53 1.85 1996...................... 10.42 0.58 0.89 (1.02) (0.10) 10.77 13.96 -------------------------------------------------------------------------------------------------------------------- EMERGING MARKETS DEBT FUND -------------------------------------------------------------------------------------------------------------------- CLASS A For the years ended September 30: 2000...................... $ 8.11 $ 0.84 $ 1.33 $(0.77) $ - $ 9.51 28.07% 1999...................... 6.83 0.84 1.19 (0.75) - 8.11 31.15 For the seven month period ended September 30: 1998...................... $10.31 $(0.11) $(3.37) $ - $ - $ 6.83 (33.75)%* For the year ended February 28: 1998(3)................... $10.00 $ 0.56 $ - $(0.25) $ - $10.31 5.64%* RATIO OF NET RATIO OF INVESTMENT NET RATIO OF INCOME/ INVESTMENT EXPENSES TO (LOSS) TO RATIO OF INCOME/ AVERAGE AVERAGE NET ASSETS EXPENSES (LOSS) TO NET ASSETS NET ASSETS PORTFOLIO END OF TO AVERAGE AVERAGE (EXCLUDING (EXCLUDING TURNOVER PERIOD (000) NET ASSETS NET ASSETS WAIVERS) WAIVERS) RATE ------------ ---------- --------------- -------------- -------------- --------- -------------------------------------------------------------------------------------------------------------------- INTERNATIONAL FIXED INCOME FUN -------------------------------------------------------------------------------------------------------------------- CLASS A For the years ended September 30: 2000...................... $1,105,584 1.00% 3.17% 1.11% 3.06% 190% 1999...................... 809,440 1.00 2.97 1.22 2.75 278 For the seven month period ended September 30: 1998...................... $ 533,800 1.00%+ 3.61%+ 1.21%+ 3.40%+ 112% For the years ended February 28 or 29: 1998...................... $ 408,974 1.00% 3.92% 1.24% 3.68% 280% 1997...................... 204,219 1.00 3.99 1.39 3.60 352 1996...................... 84,318 1.00 4.70 1.27 4.43 269 -------------------------------------------------------------------------------------------------------------------- EMERGING MARKETS DEBT FUND -------------------------------------------------------------------------------------------------------------------- CLASS A For the years ended September 30: 2000...................... $ 490,554 1.35% 10.67% 1.80% 10.22% 227% 1999...................... 283,993 1.35 12.27 1.82 11.80 184 For the seven month period ended September 30: 1998...................... $ 162,938 1.35%+ 10.28%+ 1.84%+ 9.79%+ 186% For the year ended February 28: 1998(3)................... $ 154,284 1.35% 8.05% 1.94% 7.46% 269%
+Annualized. ++The ratio of expenses to average net assets, excluding interest expense, is 1.28% for the year ended September 30, 2000. *Returns are for the period indicated and have not been annualized. (1) Per share net investment income and net realized and unrealized gains/(losses) calculated using average shares. (2) Distributions from net investment income include distributions of certain foreign currency gains and losses. (3) Emerging Markets Debt Fund's Class A shares were offered beginning June 29, 1997. All ratios for that period have been annualized. Amounts designated as "-" are either $0 or have been rounded to $0. SEI Institutional International Trust INVESTMENT ADVISERS SEI Investments Management Corporation One Freedom Valley Drive Oak, PA 19456 Strategic Fixed Income, L.L.C. 1001 Nineteenth Street North Suite 1720 Arlington, VA 22209-1722 DISTRIBUTOR SEI Investments Distribution Co. One Freedom Valley Drive Oaks, PA 19456 LEGAL COUNSEL Morgan, Lewis & Bockius LLP More information about the Funds is available without charge through the following: STATEMENT OF ADDITIONAL INFORMATION (SAI) ------------------------------------------------ The SAI dated January 31, 2001 includes detailed information about the SEI Institutional International Trust. The SAI is on file with the SEC and is incorporated by reference into this prospectus. This means that the SAI, for legal purposes, is a part of this prospectus. ANNUAL AND SEMI-ANNUAL REPORTS ------------------------------------------------ These reports typically list the Funds' holdings and contain information from the Funds' managers about fund strategies and market conditions and trends and their impact on Fund performance. The reports also contain detailed financial information about the Funds. TO OBTAIN MORE INFORMATION: ------------------------------------------------ BY TELEPHONE: Call 1-800-DIAL-SEI BY MAIL: Write to the Funds at: One Freedom Valley Drive Oaks, PA 19456 BY INTERNET: HTTP://WWW.SEIC.COM FROM THE SEC: You can also obtain the SAI or the Annual and Semi-Annual Reports, as well as other information about the SEI Institutional International Trust, from the EDGAR Database on the SEC's website ("http://www.sec.gov"). You may review and copy documents at the SEC Public Reference Room in Washington, DC (for information on the operation of the Public Reference Room, call 1-202-942-8090). You may request documents by mail from the SEC, upon payment of a duplicating fee, by writing to: Securities and Exchange Commission, Public Reference Section, Washington, DC 20549-0102. You may also obtain this information, upon payment of a duplicating fee, by e-mailing the SEC at the following address: publicinfo@sec.gov. The Trust's Investment Company Act registration number is 811-5601. CLASS D SHARES OF THE INTERNATIONAL EQUITY FUND ARE NO LONGER BEING OFFERED TO INVESTORS. SEI INSTITUTIONAL INTERNATIONAL TRUST CLASS D SHARES PROSPECTUS JANUARY 31, 2001 INTERNATIONAL EQUITY FUND INVESTMENT ADVISER: SEI INVESTMENTS MANAGEMENT CORPORATION SUB-ADVISERS: ACADIAN ASSET MANAGEMENT, INC. BLACKROCK INTERNATIONAL, LTD. CAPITAL GUARDIAN TRUST COMPANY JARDINE FLEMING INTERNATIONAL MANAGEMENT, INC. MARTIN CURRIE, INC. OECHSLE INTERNATIONAL ADVISORS, LLC THE SECURITIES AND EXCHANGE COMMISSION HAS NOT APPROVED OR DISAPPROVED THESE SECURITIES OR PASSED UPON THE ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. Page 1 of 20 ABOUT THIS PROSPECTUS SEI Institutional International Trust is a mutual fund family that offers different classes of shares in separate investment portfolios (Funds). The Funds have individual investment goals and strategies and are designed primarily for institutional investors and financial institutions and their clients. This prospectus gives you important information about the Class D Shares of the International Equity Fund that you should know before investing. Please read this prospectus and keep it for future reference. THIS PROSPECTUS HAS BEEN ARRANGED INTO DIFFERENT SECTIONS SO THAT YOU CAN EASILY REVIEW THIS IMPORTANT INFORMATION. ON THE NEXT PAGE, THERE IS SOME GENERAL INFORMATION YOU SHOULD KNOW ABOUT RISK AND RETURN. FOR MORE DETAILED INFORMATION ABOUT THE FUND, PLEASE SEE: PAGE PRINCIPAL INVESTMENT STRATEGIES AND RISKS..........................XXX PERFORMANCE INFORMATION AND EXPENSES...............................XXX MORE INFORMATION ABOUT FUND INVESTMENTS............................XXX INVESTMENT ADVISER AND SUB-ADVISERS................................XXX PURCHASING, SELLING AND EXCHANGING FUND SHARES.....................XXX DIVIDENDS AND DISTRIBUTIONS........................................XXX TAXES..............................................................XXX FINANCIAL HIGHLIGHTS...............................................XXX HOW TO OBTAIN MORE INFORMATION ABOUT THE SEI INSTITUTIONAL INTERNATIONAL TRUST..........................Back Cover Page 2 of 20 GLOBAL ASSET ALLOCATION The International Equity Fund has its own distinct risk and reward characteristics, investment objectives, policies and strategies. In addition to managing the Fund, SEI Investments Management Corporation (SIMC) constructs and maintains global asset allocation strategies for certain clients, and the Fund is designed in part to implement those strategies. The degree to which an investor's portfolio is invested in the particular market segments and/or asset classes represented by the Fund varies, as does the investment risk/return potential represented by the Fund. The Fund may have extremely volatile returns. Because of the historical lack of correlation among various asset classes, an investment in the Fund representing a range of asset classes as part of an asset allocation strategy may reduce the strategy's overall level of volatility. As a result, a global asset allocation strategy may reduce risk. In managing the Fund, SIMC focuses on four key principles: asset allocation, fund structure, the use of specialist managers, and continuous portfolio management. Asset allocation across appropriate asset classes is the central theme of SIMC's investment philosophy. SIMC seeks to reduce risk further by creating a portfolio that focuses on a specific asset class. SIMC then oversees a network of specialist managers who invest the assets of the Fund in distinct segments of the market or class represented by the Fund. These specialist managers adhere to distinct investment disciplines, with the goal of providing greater consistency and predictability of results, as well as broader diversification across and within asset classes. Finally, SIMC regularly rebalances to ensure that the appropriate mix of assets is constantly in place, and constantly monitors and evaluates specialist managers for the Fund to ensure that they do not deviate from their stated investment philosophy or process. Page 3 of 20 RISK/RETURN INFORMATION The International Equity Fund is a mutual fund. A mutual fund pools shareholders' money and, using professional investment managers, invests it in securities. The Fund has an investment goal and strategies for reaching that goal. The Fund's assets are managed under the direction of SIMC and one or more Sub- Advisers manage the Fund's assets in a way that they believe will help the Fund achieve its goal. No matter how good a job SIMC and the Sub-Advisers do, you could lose money on your investment in the Fund, just as you could with other investments. A Fund share is not a bank deposit, and it is not insured or guaranteed by the FDIC or any other government agency. The value of your investment in the Fund is based on the market prices of the securities the Fund holds. These prices change daily due to economic and other events that affect securities markets generally, as well as those that affect particular companies and other issuers. These price movements, sometimes called volatility, may be greater or lesser depending on the types of securities the Fund owns and the markets in which they trade. The estimated level of volatility for the Fund is set forth in the Fund Summary that follows. The effect on the Fund of a change in the value of a single security will depend on how widely the Fund diversifies its holdings. Page 4 of 20 INTERNATIONAL EQUITY FUND FUND SUMMARY INVESTMENT GOAL Capital appreciation SHARE PRICE VOLATILITY Medium to high PRINCIPAL INVESTMENT STRATEGY Utilizing multiple specialist sub- advisers, the Fund invests in equity securities of foreign companies INVESTMENT STRATEGY The International Equity Fund invests primarily in common stocks and other equity securities of issuers located in at least three countries other than the United States. The Fund invests primarily in companies located in developed countries, but may also invest in companies located in emerging markets. The Fund uses a multi-manager approach, relying upon a number of Sub-Advisers with differing investment philosophies to manage portions of the Fund's portfolio under the general supervision of SIMC. WHAT ARE THE RISKS OF INVESTING IN THE FUND? Since it purchases equity securities, the Fund is subject to the risk that stock prices will fall over short or extended periods of time. Historically, the equity markets have moved in cycles, and the value of the Fund's securities may fluctuate drastically from day to day. Individual companies may report poor results or be negatively affected by industry and/or economic trends and developments. The prices of securities issued by such companies may suffer a decline in response. In the case of foreign stocks, these fluctuations will reflect international economic and political events, as well as changes in currency valuations relative to the U.S. dollar. These factors contribute to price volatility, which is the principal risk of investing in the Fund. Investing in issuers located in foreign countries poses distinct risks since political and economic events unique to a country or region will affect those markets and their issuers. These events will not necessarily affect the U.S. economy or similar issuers located in the United States. In addition, investments in foreign countries are generally denominated in a foreign currency. As a result, changes in the value of those currencies compared to the U.S. dollar may affect (positively or negatively) the value of a Fund's investments. These currency movements may happen separately from and in response to events that do not otherwise affect the value of the security in the issuer's home country. These various risks will be even greater for investments in emerging market countries since political turmoil and rapid changes in economic conditions are more likely to occur in these countries. Investing in issuers located in foreign countries poses distinct risks since political and economic events unique to a country or region will affect those markets and their issuers. These events will not necessarily affect the U.S. economy or similar issuers located in the United States. In addition, investments in foreign countries are generally denominated in a foreign currency. As a result, changes in the value of those currencies compared to the U.S. dollar may affect (positively or negatively) the value of a Fund's investments. These currency movements may happen separately from and in response to events that do not otherwise affect the value of the security in the issuer's home country. These various risks will be even greater for investments in emerging market countries since political turmoil and rapid changes in economic conditions are more likely to occur in these countries. Emerging market countries are countries that the World Bank of the United Nations considers to be emerging or developing. Emerging markets may be more likely to experience political turmoil or rapid changes in market or economic conditions than more developed countries. Emerging market countries often have less uniformity in accounting and reporting requirements and unreliable securities valuation. It is sometimes difficult to obtain and enforce court judgements in such countries and there is often a greater potential for nationalization and/or expropriation of assets by the government of an emerging market country. In addition, the financial stability of issuers (including governments) in emerging markets countries may be more precarious than other countries. As a result, there will tend to be an increased risk of price volatility associated with the Fund's investments in emerging market countries, which may be magnified by currency fluctuations relative to the U.S. dollar. The Fund is also subject to the risk that developed international equity securities may underperform other segments of the equity market or the equity markets as a whole. Page 5 of 20 PERFORMANCE INFORMATION The bar chart and the performance table below illustrate the volatility of an investment in the Fund. Of course, the Fund's past performance does not necessarily indicate how the Fund will perform in the future. This bar chart shows changes in the performance of the Fund's Class D Shares from year to year for ten years.* 1991 10.23% 1992 -2.91% 1993 22.81% 1994 -0.23% 1995 10.75% 1996 8.76% 1997 -2.23% 1998 19.28% 1999 39.46% 2000 -17.84%
BEST QUARTER WORST QUARTER 20.92% -15.39% (12/31/99) (9/30/98)
* THE PERFORMANCE INFORMATION SHOWN ABOVE IS BASED ON A CALENDAR YEAR. THE CHART DOES NOT REFLECT SALES CHARGES. IF SALES CHARGES HAD BEEN REFLECTED, RETURNS WOULD BE LESS THAN THOSE SHOWN ABOVE. FOR PERIODS PRIOR TO 1995, RETURNS SHOWN ARE FOR CLASS A SHARES WHICH HAVE LOWER EXPENSES. THIS TABLE COMPARES THE FUND'S AVERAGE ANNUAL TOTAL RETURNS FOR CLASS D SHARES FOR THE PERIODS ENDED DECEMBER 31, 2000 TO THOSE OF THE MORGAN STANLEY CAPITAL INTERNATIONAL ("MSCI") EAFE INDEX.
SINCE INCEPTION 1 YEAR 5 YEARS 10 YEARS (12/20/89)* ---------------------------------------------------------------------------------------------- INTERNATIONAL EQUITY FUND - CLASS D SHARES -21.96% 6.67% 7.20% 6.13% MSCI EAFE INDEX** -14.17% 7.14% 8.25% 4.89%***
* For periods prior to 1995, returns shown are for Class A Shares which have lower expenses. Class D Shares were offered beginning on May 1, 1994. ** An index measures the market prices of a specific group of securities in a particular market or securities in a market sector. You cannot invest directly in an index. Unlike a mutual fund, an index does not have an investment adviser and does not pay any commissions or expenses. If an index had expenses, its market performance would be lower. The MSCI EAFE Index is a widely-recognized, capitalization-weighted (companies with larger market capitalizations have more influence than those with smaller capitalizations) index of over 900 securities listed on the stock exchanges in Europe, Australia and the Far East. *** The inception date for the Index is December 31, 1989. Page 6 of 20 FUND FEES AND EXPENSES THIS TABLE DESCRIBES THE FEES AND EXPENSES THAT YOU MAY PAY IF YOU BUY AND HOLD FUND SHARES. SHAREHOLDER FEES CLASS D SHARES -------------------------------------------------------------------------------- Maximum Sales Charge (Load) Imposed on Purchases (as a percentage of offering price) 5.00%* * This sales charge varies depending on how much you invest. See "Purchasing Fund Shares." ANNUAL FUND OPERATING EXPENSES (EXPENSES DEDUCTED FROM FUND ASSETS)
CLASS D SHARES -------------------------------------------------------------------------------- Investment Advisory Fees 0.51% Distribution (12b-1) Fees 0.25% Other Expenses 0.69% ----- Total Annual Fund Operating Expenses 1.45%* --------------------------------------------------------------------------------
* The Fund's total actual annual fund operating expenses for the most recent fiscal year were less than the amount shown above because the Adviser is waiving a portion of the fees in order to keep total operating expenses, excluding interest expense, at a specified level. The Adviser may discontinue all or part of these waivers at any time. With these fee waivers, the Fund's actual total operating expenses are as follows: INTERNATIONAL EQUITY FUND- CLASS D SHARES 1.43% For more information about these fees, see "Investment Adviser and Sub-Advisers" and "Distribution of Fund Shares." EXAMPLE This Example is intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds. The Example assumes that you invest $10,000 in the Fund for the time periods indicated and that you sell your shares at the end of the period. The Example also assumes that each year your investment has a 5% return, that Fund operating expenses remain the same, and that you reinvest all dividends and distributions. Although your actual costs and returns might be different, your approximate costs of investing $10,000 in the Fund would be:
1 YEAR 3 YEARS 5 YEARS 10 YEARS INTERNATIONAL EQUITY FUND- CLASS D SHARES $143 $459 $792 $1,735
Page 7 of 20 MORE INFORMATION ABOUT FUND INVESTMENTS This prospectus describes the Fund's primary strategies, and the Fund will normally invest at least 65% of its assets in the types of securities described in this prospectus. However, the Fund also may invest in other securities, use other strategies and engage in other investment practices. These investments and strategies, as well as those described in this prospectus, are described in detail in the Fund's Statement of Additional Information (SAI). The investments and strategies described in this prospectus are those that SIMC and the Sub-Advisers use under normal conditions. During unusual economic or market conditions, or for temporary defensive or liquidity purposes, the Fund may invest up to 100% of its assets in cash, money market instruments, repurchase agreements and short-term obligations that would not ordinarily be consistent with the Fund's objectives. The Fund will do so only if SIMC or the Sub-Advisers believe that the risk of loss outweighs the opportunity for capital gains and higher income. Of course, there is no guarantee that the Fund will achieve its investment goal. INVESTMENT ADVISER AND SUB-ADVISERS SIMC ACTS AS THE MANAGER OF MANAGERS OF THE FUND, AND IS RESPONSIBLE FOR THE INVESTMENT PERFORMANCE OF THE FUND SINCE IT ALLOCATES THE FUND'S ASSETS TO ONE OR MORE SUB-ADVISERS AND RECOMMENDS HIRING OR CHANGING SUB-ADVISERS TO THE BOARD OF TRUSTEES. Each Sub-Adviser makes investment decisions for the assets it manages and continuously reviews, supervises and administers its investment program. SIMC oversees the Sub-Advisers to ensure compliance with the Fund's investment policies and guidelines, and monitors each Sub-Adviser's adherence to its investment style. The Board of Trustees supervises SIMC and the Sub-Advisers; establishes policies that they must follow in their management activities; and oversees the hiring and termination of Sub-Advisers recommended by SIMC. SIMC pays the Sub-Advisers out of the investment advisory fees it receives. SIMC, an SEC-registered adviser, located at One Freedom Valley Drive, Oaks, Pennsylvania 19456, serves as the Adviser to the Fund. As of December 31, 2000, SIMC had approximately $64 billion in assets under management. For the fiscal year ended September 30, 2000, SIMC received investment advisory fees, after fee waivers, of 0.49% of the average daily net assets of the Fund. Page 8 of 20 SUB-ADVISERS AND PORTFOLIO MANAGERS ACADIAN ASSET MANAGEMENT, INC. - Acadian Asset Management, Inc. ("Acadian"), located at Ten Post Office Square, 8th Floor, Boston, Massachusetts 02109, serves as a Sub-Adviser to the International Equity Fund. A committee of investment professionals at Acadian manages a portion of the assets of the International Equity Fund. BLACKROCK INTERNATIONAL, LTD. - BlackRock International, Ltd. ("BlackRock International"), located at 7 Castle Street, Edinburgh, EH23AM, Scotland, serves as a Sub-Adviser to the International Equity Fund. Albert B. Morillo heads an investment committee at BlackRock International that manages a portion of the assets of the International Equity Fund. Prior to joining BlackRock International in January 2000, Mr. Morillo was the head of the European Team at Scottish Widows Investment Management since 1991. CAPITAL GUARDIAN TRUST COMPANY - Capital Guardian Trust Company ("Capital Guardian"), located at 630 5th Avenue, 36th Floor, New York, New York 10111, serves as a Sub-Adviser to the International Equity Fund. A committee of investment professionals at Capital Guardian manages a portion of the assets of the International Equity Fund. JARDINE FLEMING INTERNATIONAL MANAGEMENT, INC. - Jardine Fleming International Management, Inc. ("JFIMI"), located at 47th Floor, Jardine House, 1 Connaught Place, Central Hong Kong, serves as a Sub-Adviser to the International Equity Fund. Piers Litherland of JFIMI serves as the portfolio manager for a portion of the assets of the International Equity Fund. Mr. Litherland has been with JFIMI for 13 years, and has over 22 years of investment experience. MARTIN CURRIE, INC. - Martin Currie, Inc. ("Martin Currie"), located at Saltire Court, 20 Castle Terrace, Edinburgh, EH12ES, Scotland, serves as a Sub-Adviser to the International Equity Fund. Michael Thomas of Martin Currie serves as portfolio manager for a portion of the assets of the International Equity Fund. Mr. Thomas joined Martin Currie in 1989, and has 26 years of investment experience. OECHSLE INTERNATIONAL ADVISORS, LLC - Oechsle International Advisors, LLC ("Oechsle"), located at One International Place, 23rd Floor, Boston, Massachusetts 02110, serves as a Sub-Adviser to the International Equity Fund. S. Dewey Keesler, Jr., of Oechsle serves as portfolio manager of a portion of the assets of the International Equity Fund. Prior to joining Oechsle in 1995, Mr. Keesler was a Portfolio Manager and Investment Director for the State of Wisconsin Investment Board and has over 17 years of investment experience. Page 9 of 20 PURCHASING, SELLING AND EXCHANGING FUND SHARES This section tells you how to purchase, sell (sometimes called "redeem") or exchange shares of the Fund. Class D Shares are available to individual investors, and have the following characteristics: - Front-end sales charge - Higher annual expenses - $1,000 minimum initial investment For Class D Shares, the minimum initial investment for IRAs is $500. If you participate in the Systematic Investment Plan, the minimum initial investment is $250. Additional investments into Class D Shares must be at least $100 ($25 per month for the Systematic Investment Plan). HOW TO PURCHASE FUND SHARES You may purchase shares on any day that the New York Stock Exchange (NYSE) is open for business (a Business Day). You may purchase Class D Shares directly by: - Mail - Telephone - Wire, or - Automated Clearing House (ACH). To purchase shares directly from the Fund, please call 1-800-DIAL-SEI. The Fund reserves the right to refuse any purchase requests, particularly those that would not be in the best interests of the Fund or its shareholders and could adversely affect the Fund or its operations. This includes those from any individual or group who, in the Fund's view, are likely to engage in excessive trading (usually defined as more than four transactions out of the Fund within a calendar year). When you purchase or sell Fund shares through certain financial institutions (rather than directly from the Funds), you may have to transmit your purchase and sale requests to your financial institution at an earlier time for your transaction to become effective that day. This allows your financial institution time to process your requests and transmit them to the Fund. Certain other intermediaries, including certain broker-dealers and shareholder organizations, are authorized to accept purchase and redemption requests for Fund shares. These requests are normally executed at the NAV next determined after the intermediary receives the request. These authorized intermediaries are responsible for transmitting requests and delivering funds on a timely basis. If you deal directly with a financial institution or financial intermediary, you will have to follow the institution's or intermediary's procedures for transacting with the Fund. For more information about how to purchase or sell Fund shares through your financial institution, you should contact your financial institution directly. Investors may be charged a fee for purchase and/or redemption transactions effectuated through certain of these broker-dealers or other financial intermediaries. Page 10 of 20 The price per share (the offering price) will be the NAV next determined after the Fund receives your purchase order. The Fund calculates its NAV once each Business Day at the regularly-scheduled close of normal trading on the NYSE (normally, 4:00 p.m. Eastern time). So, for you to receive the current Business Day's NAV, generally the Fund (or an authorized agent) must receive your purchase order in proper form before 4:00 p.m. Eastern time. The Fund will not accept orders that request a particular day or price for the transaction or any other special conditions. HOW THE FUND CALCULATES NAV NAV for one Fund share is the value of that share's portion of all of the net assets in the Fund. In calculating NAV, the Fund generally values its investment portfolio at market price. If market prices are unavailable or the Fund thinks that they are unreliable, fair value prices may be determined in good faith using methods approved by the Board of Trustees. The Fund holds portfolio securities that are listed on foreign exchanges. These securities may trade on weekends or other days when the Fund does not calculate NAV. As a result, the market value of the Fund's investments may change on days when you cannot purchase or sell Fund shares. MINIMUM PURCHASES To purchase Class D Shares for the first time, you must invest at least $1,000 in the Fund ($500 for retirement plans). To purchase additional Class D Shares of the Fund, you must invest at least $100. The Fund may accept investments of smaller amounts at its discretion. ADDITIONAL CLASS D PURCHASE INFORMATION SYSTEMATIC INVESTMENT PLAN If you have a checking or savings account with a bank, you may purchase Class D Shares automatically through regular deductions from your account. Please call 1-800-DIAL-SEI for information regarding participating banks. You may make regularly scheduled investments from $25 up to $100,000 once or twice a month. The Systematic Investment Plan is subject to minimum initial purchase amounts and the Distributor may close your account if you do not maintain a minimum balance. SALES CHARGES FRONT-END SALES CHARGES - The offering price of Class D shares is the NAV next calculated after the Fund receives your request, plus the front-end sales charge. The amount of any front-end sales charge included in your offering price varies, depending on the amount of your investment, as shown in the following table:
YOUR SALES CHARGE AS A PERCENTAGE YOUR SALES CHARGE AS A PERCENTAGE IF YOUR INVESTMENT IS: OF OFFERING PRICE OF YOUR NET INVESTMENT --------------------------------------------------------------------------------------------------------------- Less than $50,000 5.00% 5.26% $50,000 but less than $100,000 4.50% 4.71% $100,000 but less than $250,000 3.50% 3.63% $250,000 but less than $500,000 2.50% 2.56% $500,000 but less than $1,000,000 2.00% 2.04% $1,000,000 but less than $2,000,000 1.00% 1.01%
Page 11 of 20
$2,000,000 and over None None
WAIVER OF FRONT-END SALES CHARGE The front-end sales charge will be waived on Class D Shares purchased: - issued in plans of reorganization, such as mergers, asset acquisitions and exchange offers, to which the Trust is a party; - 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; - sold to present employees of SEI or one of its affiliates, or of any entity which is a current service provider to the trust; - sold to tax-exempt organizations enumerated in Section 501(c) of the Code or qualified employee benefit plans created under Section 401, 403(b)(7) or 457 of the Code (but not IRAs or SEPs); - sold to fee-based clients of banks, financial planners and investment advisers; - sold to clients of trust companies and bank trust departments; - sold to trustees and officers of the Trust; - purchased with proceeds from the recent redemption (within 60 days) of Class D shares of another portfolio of SEI Tax Exempt Trust, SEI Institutional Managed Trust, or SEI Liquid Asset Trust (each an "SEI Fund"); - purchased with the proceeds from the recent redemption of shares of a mutual fund with similar investment objectives and policies 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 - sold to persons participating in certain financial services programs offered by the bank affiliates of First Security Corporation. The Fund may also enter into waiver arrangements with various other financial intermediaries who sell Class D Shares of the Fund. Purchases of Class D Shares of different SEI Funds will be aggregated for purposes of determining sales charge reductions. REPURCHASE OF CLASS D SHARES You may purchase any amount of Class D Shares of the Fund at NAV (without the normal front-end sales charge), up to the limit of the value of any amount of Class D Shares (other than those which were purchased with reinvested dividends and distributions) that you redeemed within the past 60 days. In effect, this allows you to reacquire shares that you may have had to redeem, without re-paying the front-end sales charge. To exercise this privilege, the Fund must receive your purchase order within 60 days of your redemption. IN ADDITION, YOU MUST NOTIFY THE FUND WHEN YOU SEND IN YOUR PURCHASE ORDER THAT YOU ARE REPURCHASING SHARES. Page 12 of 20 REDUCED SALES CHARGES RIGHTS OF ACCUMULATION. In calculating the appropriate sales charge rate, this right allows you to add the value of the Class D Shares you already own to the amount that you are currently purchasing. The Fund will combine the value of your current purchases with the current value of any Class D Shares you purchased previously for: (i) your account, (ii) your spouse's account, (iii) a joint account with your spouse, or (iv) your minor children's trust or custodial accounts. A fiduciary purchasing shares for the same fiduciary account, trust or estate may also use this right of accumulation. The Fund will only consider the value of Class D Shares purchased previously for which you paid a sales charge. TO BE ENTITLED TO A REDUCED SALES CHARGE BASED ON SHARES ALREADY OWNED, YOU MUST ASK THE FUND FOR THE REDUCTION AT THE TIME OF PURCHASE. You must provide us with your account number(s) and, if applicable, the account numbers for your spouse and/or children (and provide the children's ages). The Fund may amend or terminate this right of accumulation at any time. LETTER OF INTENT. You may purchase Class D Shares at the sales charge rate applicable to the total amount of the purchases you intend to make over a 13-month period. In other words, a Letter of Intent allows you to purchase Class D Shares of the Fund over a 13-month period and receive the same sales charge as if you had purchased all the shares at the same time. The Fund will only consider the value of Class D Shares sold subject to a sales charge. As a result, Class D Shares purchased with dividends or distributions will not be included in the calculation. To be entitled to a reduced sales charge based on shares you intend to purchase over the 13-month period, you must send the Fund a Letter of Intent. In calculating the total amount of purchases you may include in your letter purchases made up to 90 days before the date of the Letter. The 13-month period begins on the date of the first purchase, including those purchases made in the 90-day period before the date of the Letter. Please note that the purchase price of these prior purchases will not be adjusted. You are not legally bound by the terms of your Letter of Intent to purchase the amount of your shares stated in the Letter. The Letter does, however, authorize the Fund to hold in escrow 5% of the total amount you intend to purchase. If you do not complete the total intended purchase at the end of the 13-month period, the transfer agent will redeem the necessary portion of the escrowed shares to make up the difference between the reduced rate sales charge (based on the amount you intended to purchase) and the sales charge that would normally apply (based on the actual amount you purchased). COMBINED PURCHASE/QUANTITY DISCOUNT PRIVILEGE. When calculating the appropriate sales charge rate, the Fund will combine same day purchases of Class D Shares (that are subject to a sales charge) made by you, your spouse and your minor children (under age 21). This combination also applies to Class D Shares you purchase with a Letter of Intent. HOW TO SELL YOUR FUND SHARES If you hold Class D Shares, you may sell your shares on any Business Day by following the procedures established when you opened your account or accounts. If you have questions, call 1-800-DIAL-SEI. If you own your shares through an account with a broker or other institution, contact that broker or institution to sell your shares. Your financial institution or intermediary may charge you a fee for its services. The sale price of each share will be the next NAV determined after the Fund (or its authorized intermediary) receives your request. Page 13 of 20 SYSTEMATIC WITHDRAWAL PLAN If you have at least $10,000 in your account, you may use the systematic withdrawal plan. Under the plan you may arrange monthly, quarterly, semi-annual or annual automatic withdrawals of at least $50 from the Fund. The proceeds of each withdrawal will be mailed to you by check or, if you have an account with certain banks, electronically transferred to your account. Please call 1-800-DIAL-SEI for information regarding banks that participate in the Systematic Withdrawal Plan. RECEIVING YOUR MONEY Normally, the Fund will make payment on your sale the Business Day following the day on which it receives your request, but it may take up to seven days. Your proceeds will be wired to your bank account. REDEMPTIONS IN KIND The Fund generally pays sale (redemption) proceeds in cash. However, under unusual conditions that make the payment of cash unwise (and for the protection of the Fund's remaining shareholders) the Fund might pay all or part of your redemption proceeds in liquid securities with a market value equal to the redemption price (redemption in kind). Although it is highly unlikely that your shares would ever be redeemed in kind, you would probably have to pay brokerage costs to sell the securities distributed to you, as well as taxes on any capital gains from the sale as with any redemption. INVOLUNTARY SALES OF YOUR SHARES If your account balance drops below the required minimum of $1,000 for Class D Shares as a result of redemption, you may be required to sell your shares. You will always be given at least 60 days' written notice to give you time to add to your account and avoid selling your shares. SUSPENSION OF YOUR RIGHT TO SELL YOUR SHARES The Fund may suspend your right to sell your shares if the NYSE restricts trading, the SEC declares an emergency or for other reasons. More information about this is in the SAI. HOW TO EXCHANGE YOUR SHARES You may exchange Class D Shares of the Fund for Class D Shares of any other SEI Fund on any Business Day by contacting the Fund directly by mail or telephone. You may also exchange shares through your financial institution or intermediary by mail or telephone. IF YOU RECENTLY PURCHASED SHARES BY CHECK OR THROUGH ACH, YOU MAY NOT BE ABLE TO EXCHANGE YOUR SHARES UNTIL YOUR CHECK HAS CLEARED (WHICH MAY TAKE UP TO 15 DAYS). This exchange privilege may be changed or canceled at any time upon 60 days' notice. When you exchange shares, you are really selling your shares and buying other Fund shares. So, your sale price and purchase price will be based on the NAV next calculated after the Fund receives your exchange request. If you exchange shares that you purchased without a sales charge or with a lower sales charge into a Fund with a sales charge or with a higher sales charge, the exchange is subject to an incremental sales charge (e.g., the difference between the lower and higher applicable sales Page 14 of 20 charges). If you exchange shares into a Fund with the same, lower or no sales charge there is no incremental sales charge for the exchange. TELEPHONE TRANSACTIONS Purchasing and selling Fund shares over the telephone is extremely convenient, but not without risk. The Fund has certain safeguards and procedures to confirm the identity of callers and the authenticity of instructions. If the Fund follows these procedures, the Fund will not be responsible for any losses or costs incurred by following telephone instructions that the Fund reasonably believes to be genuine. DISTRIBUTION OF FUND SHARES SEI Investments Distribution Co. (SIDCo.) is the distributor of the shares of the Fund. The Fund has adopted a distribution plan that allows the Fund to pay SIDCo. distribution fees for the sale and distribution of its Class D shares. Because these fees are paid out of the Fund's assets continuously, over time these fees will increase the cost of your investment and may cost you more than paying other types of sales charges. For Class D Shares, the distribution (Rule 12b-1) fee is .30% of the average daily net assets of the Fund. The Distributor may, from time to time in its sole discretion, institute one or more promotional incentive programs for dealers, which will be paid for by the Distributor from any sales charge it receives or from any other source available to it. Under any such program, the Distributor may provide cash or non-cash compensation as recognition for past sales or encouragement for future sales that may include the following: merchandise, travel expenses, prizes, meals and lodgings, and gifts that do not exceed $100 per year, per individual. DIVIDENDS AND DISTRIBUTIONS The Fund periodically distributes its investment income to shareholders as a dividend. It is the Fund's policy to pay dividends at least once annually. The Fund makes distributions of capital gains, if any, at least annually. You will receive dividends and distributions in cash unless otherwise stated. Page 15 of 20 TAXES PLEASE CONSULT YOUR TAX ADVISOR REGARDING YOUR SPECIFIC QUESTIONS ABOUT FEDERAL, STATE AND LOCAL INCOME TAXES. Below the Fund has summarized some important tax issues that affect the Fund and its shareholders. This summary is based on current tax laws, which may change. The Fund will distribute substantially all of its investment income and capital gains, if any. The dividends and distributions you receive from the Fund may be subject to federal, state and local taxation, depending upon your tax situation. If so, they are taxable whether or not you reinvest them. Income distributions are generally taxable at ordinary income tax rates. Capital gains distributions are generally taxable at the rates applicable to long-term capital gains. EACH SALE OR EXCHANGE OF FUND SHARES IS A TAXABLE EVENT. Some foreign governments levy withholding taxes against dividend and interest income. Although in some countries a portion of these taxes is recoverable, the non-recovered portion will reduce the income received from the securities comprising the portfolios of the Fund. The Fund may be able to pass along a tax credit for foreign income taxes it pays. The Fund will notify you if it gives you this credit. MORE INFORMATION ABOUT TAXES IS IN THE FUND'S SAI. Page 16 of 20 FINANCIAL HIGHLIGHTS The table that follows presents performance information about the Class D Shares of the International Equity Fund. This information is intended to help you understand the Fund's financial performance for the past five years, or, if shorter, the period of the Fund's operations. Some of this information reflects financial information for a single Fund share. The total returns in the tables represent the rate that you would have earned (or lost) on an investment in the Fund, assuming you reinvested all of your dividends and distributions. This information has been audited by PricewaterhouseCoopers, LLP, independent public accountants. Their report, along with the Fund's financial statements, appears in the Fund's annual report that accompanies the SAI. You can obtain the Fund's annual report, which contains more performance information, at no charge by calling 1-800-DIAL-SEI. Page 17 of 20 FINANCIAL HIGHLIGHTS SEI Institutional International Trust -- For the years ended September 30, 2000, September 30, 1999, the seven month period ended September 30, 1998 and for the years ended February 28, or 29. For a Share Outstanding Throughout each Period
NET ASSET DISTRIBUTIONS DISTRIBUTIONS VALUE NET NET REALIZED AND FROM NET FROM NET ASSET BEGINNING INVESTMENT UNREALIZED INVESTMENT REALIZED CAPITAL VALUE END TOTAL OF PERIOD INCOME/(LOSS) GAINS/(LOSSES) INCOME (4) GAINS OF PERIOD RETURN ------------------------------------------------------------------------------------------------------------------------------------ INTERNATIONAL EQUITY FUND CLASS D For the years ended September 30: 2000 $11.97 $0.06 $0.43 $ (0.02) $ (0.23) $12.21 4.04% 1999 9.07 (0.01) 3.35 (0.09) (0.35) 11.97 37.69 For the seven month period ended September 30: 1998(2) $10.06 $0.06 $(1.05) $-- $-- $9.07 (9.84)%* For the years ended February 28 or 29: 1998(1) $9.58 $0.15 $0.77 $(0.16) $(0.28) $10.06 9.92% 1997 9.93 0.05 0.47 (0.05) (0.82) 9.58 5.39 1996 9.56 0.04 1.50 (0.18) (0.99) 9.93 16.77 RATIO OF RATIO OF NET INVESTMENT RATIO OF EXPENSES INCOME/(LOSS) RATIO OF NET INVESTMENT TO AVERAGE TO AVERAGE NET ASSETS EXPENSES INCOME/(LOSS) NET ASSETS NET ASSETS PORTFOLIO END OF TO AVERAGE TO AVERAGE (EXCLUDING (EXCLUDING TURNOVER PERIOD (000) NET ASSETS NET ASSETS WAIVERS) WAIVERS) RATE ------------------------------------------------------------------------------------------------------------------------------------ INTERNATIONAL EQUITY FUND CLASS D For the years ended September 30: 2000 $472 1.44%++ 0.62% 1.45% 0.61% 73% 1999 426 1.43 0.20 1.46 0.17 61 For the seven month period ended September 30: 1998(2) $331 1.39%+ 1.36%+ 1.46%+ 1.29%+ 66% For the years ended February 28 or 29: 1998(1) $302 1.36% 1.16% 1.45% 1.07% 75% 1997 177 1.55 0.71 1.65 0.61 117 1996 199 1.65 0.58 1.90 0.33 102
+ ANNUALIZED. ++ THE RATIO OF EXPENSES TO AVERAGE NET ASSETS, EXCLUDING INTEREST EXPENSE IS 1.43% FOR CLASS D SHARES FOR THE YEAR ENDED SEPTEMBER 30, 2000. * RETURNS ARE FOR THE PERIOD INDICATED AND HAVE NOT BEEN ANNUALIZED. (1) PER SHARE NET INVESTMENT INCOME AND NET REALIZED AND UNREALIZED GAINS/(LOSSES) CALCULATED USING AVERAGE SHARES. AMOUNTS DESIGNATED AS "--" ARE EITHER $0 OR HAVE BEEN ROUNDED TO $0. Page 18 of 20 SEI INSTITUTIONAL INTERNATIONAL TRUST INVESTMENT ADVISER SEI Investments Management Corporation One Freedom Valley Drive Oaks, PA 19456 DISTRIBUTOR SEI Investments Distribution Co. One Freedom Valley Drive Oaks, PA 19456 LEGAL COUNSEL Morgan, Lewis & Bockius LLP More information about the Funds is available without charge through the following: STATEMENT OF ADDITIONAL INFORMATION (SAI) The SAI dated January 31, 2001, contains more detailed information about SEI Institutional International Trust. The SAI is on file with the SEC and is incorporated by reference into this prospectus. This means that the SAI, for legal purposes, is a part of this prospectus. ANNUAL AND SEMI-ANNUAL REPORTS These reports list the Fund's holdings and contain information from the Fund's managers about fund strategies and market conditions and trends and their impact on Fund performance. The reports also contain detailed financial information about the Fund. TO OBTAIN MORE INFORMATION: BY TELEPHONE: Call 1-800-DIAL-SEI BY MAIL: Write to the Fund at: One Freedom Valley Drive Oaks, PA 19456 BY INTERNET: http://www.seic.com Page 19 of 20 FROM THE SEC: You can also obtain the SAI or the Annual Report and Semi-Annual Reports, as well as other information about SEI Institutional Investments Trust, from the EDGAR Database on the SEC's website ("http://www.sec.gov"). You may review and copy documents at the SEC Public Reference Room in Washington, DC (for information on the operation of the Public Reference Room, call 1-202-942-8090). You may request documents by mail from the SEC, upon payment of a duplicating fee, by writing to: Securities and Exchange Commission, Public Reference Section, Washington, DC 20549-0102. You may also obtain information, upon payment of a duplicating fee, by e-mailing the SEC at the following address: publicinfo@sec.gov. The Trust's Investment Company Act registration number is 811-5601. Page 20 of 20 SEI Institutional International Trust CLASS I SHARES PROSPECTUS JANUARY 31, 2001 --------------------------------------------------------- INTERNATIONAL EQUITY FUND --------------------------------------------------------- INVESTMENT ADVISER: SEI INVESTMENTS MANAGEMENT CORPORATION --------------------------------------------------------- SUB-ADVISERS: ACADIAN ASSET MANAGEMENT, INC. BLACKROCK INTERNATIONAL, LTD. CAPITAL GUARDIAN TRUST COMPANY JARDINE FLEMING INTERNATIONAL MANAGEMENT, INC. MARTIN CURRIE, INC. OECHSLE INTERNATIONAL ADVISORS, LLC THE SECURITIES AND EXCHANGE COMMISSION HAS NOT APPROVED OR DISAPPROVED THESE SECURITIES OR PASSED UPON THE ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. SEI Institutional International Trust ABOUT THIS PROSPECTUS ------------------------------------------------------------------------ SEI Institutional International Trust is a mutual fund family that offers different classes of shares in separate investment portfolios (Funds). The Funds have individual investment goals and strategies and are designed primarily for institutional investors and financial institutions and their clients. This prospectus gives you important information about the Class I Shares of the International Equity Fund that you should know before investing. Please read this prospectus and keep it for future reference. THIS PROSPECTUS HAS BEEN ARRANGED INTO DIFFERENT SECTIONS SO THAT YOU CAN EASILY REVIEW THIS IMPORTANT INFORMATION. ON THE NEXT PAGE, THERE IS SOME GENERAL INFORMATION YOU SHOULD KNOW ABOUT RISK AND RETURN. FOR MORE DETAILED INFORMATION ABOUT THE FUND, PLEASE SEE: PRINCIPAL INVESTMENT STRATEGIES AND RISKS............................2 PERFORMANCE INFORMATION AND EXPENSES.................................3 MORE INFORMATION ABOUT FUND INVESTMENTS..............................4 INVESTMENT ADVISER AND SUB-ADVISERS..................................4 PURCHASING AND SELLING FUND SHARES...................................6 DIVIDENDS AND DISTRIBUTIONS..........................................8 TAXES................................................................8 FINANCIAL HIGHLIGHTS.................................................9 HOW TO OBTAIN MORE INFORMATION ABOUT SEI INSTITUTIONAL INTERNATIONAL TRUST.......................................................Back Cover -------------------------------------------------------------------------------- GLOBAL ASSET ALLOCATION The International Equity Fund has its own distinct risk and reward characteristics, investment objectives, policies and strategies. In addition to managing the Fund, SEI Investments Management Corporation (SIMC) constructs and maintains global asset allocation strategies for certain clients, and the Fund is designed in part to implement those strategies. The degree to which an investor's portfolio is invested in the particular market segments and/or asset classes represented by the Fund varies, as does the investment risk/return potential represented by the Fund. The Fund may have extremely volatile returns. Because of the historical lack of correlation among various asset classes, an investment in the Fund representing a range of asset classes as part of an asset allocation strategy may reduce the strategy's overall level of volatility. As a result, a global asset allocation strategy may reduce risk. In managing the Fund, SIMC focuses on four key principles: asset allocation, fund structure, the use of specialist managers, and continuous portfolio management. Asset allocation across appropriate asset classes is the central theme of SIMC's investment philosophy. SIMC seeks to reduce risk further by creating a portfolio that focuses on a specific asset class. SIMC then oversees a network of specialist managers who invest the assets of the Fund in distinct segments of the market or class represented by the Fund. These specialist managers adhere to distinct investment disciplines, with the goal of providing greater consistency and predictability of results, as well as broader diversification across and within asset classes. Finally, SIMC regularly rebalances to ensure that the appropriate mix of assets is constantly in place, and constantly monitors and evaluates specialist managers for the Fund to ensure it does not deviate from its stated investment philosophy or process. Prospectus 1 RISK/RETURN INFORMATION The International Equity Fund is a mutual fund. A mutual fund pools shareholders' money and, using professional investment managers, invests it in securities. The Fund has its own investment goal and strategies for reaching that goal. The Fund's assets are managed under the direction of SIMC and one or more Sub-Advisers manage the Fund's assets in a way that they believe will help the Fund achieve its goal. No matter how good a job SIMC and the Sub-Advisers do, you could lose money on your investment in the Fund, just as you could with other investments. A Fund share is not a bank deposit and it is not insured or guaranteed by the FDIC or any other government agency. The value of your investment in the Fund is based on the market prices of the securities the Fund holds. These prices change daily due to economic and other events that affect securities markets generally, as well as those that affect particular companies and other issuers. These price movements, sometimes called volatility, may be greater or lesser depending on the types of securities the Fund owns and the markets in which they trade. The estimated level of volatility for the Fund is set forth in the Fund Summary that follows. The effect on the Fund of a change in the value of a single security holding will depend on how widely the Fund diversifies its holdings. 2 Prospectus INTERNATIONAL EQUITY FUND FUND SUMMARY INVESTMENT GOAL Capital appreciation ------------------------------------------------------------------------------------------------------ SHARE PRICE VOLATILITY Medium to high ------------------------------------------------------------------------------------------------------ PRINCIPAL INVESTMENT STRATEGY Utilizing multiple specialist sub-advisers, the Fund invests in equity securities of foreign companies ------------------------------------------------------------------------------------------------------
INVESTMENT STRATEGY The International Equity Fund invests primarily in common stocks and other equity securities of issuers located in at least three countries other than the United States. The Fund invests primarily in companies located in developed countries, but may also invest in companies located in emerging markets. The Fund uses a multi-manager approach, relying upon a number of Sub-Advisers with differing investment philosophies to manage portions of the Fund's portfolio under the general supervision of SIMC. WHAT ARE THE RISKS OF INVESTING IN THE FUND? Since it purchases equity securities, the Fund is subject to the risk that stock prices will fall over short or extended periods of time. Historically, the equity markets have moved in cycles, and the value of the Fund's securities may fluctuate drastically from day to day. Individual companies may report poor results or be negatively affected by industry and/or economic trends and developments. The prices of securities issued by such companies may suffer a decline in response. These factors contribute to price volatility, which is the principal risk of investing in the Fund. Investing in issuers located in foreign countries poses distinct risks since political and economic events unique to a country or region will affect those markets and their issuers. These events will not necessarily affect the U.S. economy or similar issuers located in the United States. In addition, investments in foreign countries are generally denominated in a foreign currency. As a result, changes in the value of those currencies compared to the U.S. dollar may affect (positively or negatively) the value of the Fund's investments. These currency movements may happen separately from and in response to events that do not otherwise affect the value of the security in the issuer's home country. These various risks will be even greater for investments in emerging market countries since political turmoil and rapid changes in economic conditions are more likely to occur in these countries. Emerging market countries are countries that the World Bank or the United Nations considers to be emerging or developing. Emerging markets may be more likely to experience political turmoil or rapid changes in market or economic conditions than more developed countries. Emerging market countries often have less uniformity in accounting and reporting requirements and unreliable securities valuation. It is sometimes difficult to obtain and enforce court judgements in such countries and there is often a greater potential for nationalization and/or expropriation of assets by the government of an emerging market country. In addition, the financial stability of issuers (including governments) in emerging markets countries may be more precarious than in other countries. As a result, there will tend to be an increased risk of price volatility associated with the Fund's investments in emerging market countries, which may be magnified by currency fluctuations relative to the U.S. dollar. The Fund is also subject to the risk that developed international equity securities and emerging market equity securities may underperform other segments of the equity market or the equity markets as a whole. Prospectus 3 INTERNATIONAL EQUITY FUND PERFORMANCE INFORMATION The bar chart and the performance table below illustrate the risks and volatility of an investment in the Fund. Of course, the Fund's past performance does not necessarily indicate how the Fund will perform in the future. This bar chart shows changes in the performance of the Fund's Class A Shares from year to year for ten years.* Since Class I Shares are invested in the same portfolio of securities, returns for Class I Shares will be substantially similar to those of the Class A Shares, shown here, and will differ only to the extent that each class has different expenses. EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED GRAPHIC 1991 10.23% 1992 -2.91% 1993 22.81% 1994 -0.04% 1995 11.34% 1996 9.04% 1997 -1.86% 1998 19.29% 1999 39.63% 2000 -17.74%
BEST QUARTER WORST QUARTER 20.88% -15.34% (12/31/99) (9/30/98)
* THE PERFORMANCE INFORMATION SHOWN ABOVE IS BASED ON A CALENDAR YEAR. This table compares the Fund's average annual total returns for Class A Shares for the periods ended December 31, 2000 to those of the Morgan Stanley Capital International ("MSCI") EAFE Index.
SINCE INCEPTION CLASS A SHARES 1 YEAR 5 YEARS 10 YEARS (12/20/89) ---------------------------------------------------------------------- INTERNATIONAL EQUITY FUND -17.74% 7.95% 7.93% 5.92% ---------------------------------------------------------------------- MSCI EAFE INDEX* -14.17% 7.14% 8.25% 4.89%** ----------------------------------------------------------------------
* AN INDEX MEASURES THE MARKET PRICES OF A SPECIFIC GROUP OF SECURITIES IN A PARTICULAR MARKET OR SECURITIES IN A MARKET SECTOR. YOU CANNOT INVEST DIRECTLY IN AN INDEX. UNLIKE A MUTUAL FUND, AN INDEX DOES NOT HAVE AN INVESTMENT ADVISER AND DOES NOT PAY ANY COMMISSIONS OR EXPENSES. IF AN INDEX HAD EXPENSES, ITS PERFORMANCE WOULD BE LOWER. THE MSCI EAFE INDEX IS A WIDELY-RECOGNIZED, CAPITALIZATION-WEIGHTED (COMPANIES WITH LARGER MARKET CAPITALIZATIONS HAVE MORE INFLUENCE THAN THOSE WITH SMALLER CAPITALIZATIONS) INDEX OF OVER 1,000 SECURITIES LISTED ON THE STOCK EXCHANGES IN EUROPE, AUSTRALIA, NEW ZEALAND AND THE FAR EAST. ** THE INCEPTION DATE FOR THE INDEX IS DECEMBER 31, 1989. -------------------------------------------------------------------------------- FUND FEES AND EXPENSES This table describes the fees and expenses that you may pay if you buy and hold Fund shares. ANNUAL FUND OPERATING EXPENSES
(EXPENSES DEDUCTED FROM FUND ASSETS) CLASS I SHARES Investment Advisory Fees 0.51% Distribution (12b-1) Fees None Other Expenses 1.04%* ----------- Total Annual Fund Operating Expenses 1.55%**
* OTHER EXPENSES ARE BASED ON ESTIMATED AMOUNTS FOR THE CURRENT FISCAL YEAR. ** THE FUND'S TOTAL ANNUAL FUND OPERATING EXPENSES FOR THE CURRENT FISCAL YEAR ARE EXPECTED TO BE LESS THAN THE AMOUNT SHOWN ABOVE BECAUSE SIMC IS WAIVING A PORTION OF THE FEES IN ORDER TO KEEP TOTAL OPERATING EXPENSES AT A SPECIFIED LEVEL. SIMC MAY DISCONTINUE ALL OR PART OF THESE WAIVERS AT ANY TIME. WITH THESE FEE WAIVERS, THE FUND'S ACTUAL TOTAL OPERATING EXPENSES, EXCLUDING INTEREST EXPENSE, ARE EXPECTED TO BE AS FOLLOWS: INTERNATIONAL EQUITY FUND - CLASS I SHARES 1.53%
FOR MORE INFORMATION ABOUT THESE FEES, SEE "INVESTMENT ADVISER AND SUB-ADVISERS" AND "DISTRIBUTION OF FUND SHARES." EXAMPLE This Example is intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds. The Example assumes that you invest $10,000 in the Fund for the time periods indicated and that you sell your shares at the end of the period. The Example also assumes that each year your investment has a 5% return, that Fund operating expenses remain the same, and that you reinvest all dividends and distributions. Although your actual costs and returns might be different, your approximate costs of investing $10,000 in the Fund would be:
1 YEAR 3 YEARS 5 YEARS 10 YEARS International Equity Fund - Class I Shares $158 $490 $845 $1,845
4 Prospectus MORE INFORMATION ABOUT FUND INVESTMENTS This prospectus describes the Fund's primary strategies, and the Fund will normally invest at least 65% of its assets in the types of securities described in this prospectus. However, the Fund also may invest in other securities, use other strategies and engage in other investment practices. These investments and strategies, as well as those described in this prospectus, are described in detail in the Fund's Statement of Additional Information (SAI). The investments and strategies described in this prospectus are those that SIMC and the Sub-Advisers use under normal conditions. During unusual economic or market conditions, or for temporary defensive or liquidity purposes, the Fund may invest up to 100% of its assets in cash, money market instruments, repurchase agreements and short-term obligations that would not ordinarily be consistent with the Fund's objectives. The Fund will do so only if SIMC or the Sub-Advisers believe that the risk of loss outweighs the opportunity for capital gains and higher income. Of course, there is no guarantee that the Fund will achieve its investment goal. INVESTMENT ADVISER AND SUB-ADVISERS SIMC ACTS AS THE MANAGER OF MANAGERS OF THE INTERNATIONAL EQUITY FUND, AND IS RESPONSIBLE FOR THE INVESTMENT PERFORMANCE OF THE FUND SINCE IT ALLOCATES THE FUND'S ASSETS TO ONE OR MORE SUB-ADVISERS AND RECOMMENDS HIRING OR CHANGING SUB-ADVISERS TO THE BOARD OF TRUSTEES. Each Sub-Adviser makes investment decisions for the assets it manages and continuously reviews, supervises and administers its investment program. SIMC oversees the Sub-Advisers to ensure compliance with the Fund's investment policies and guidelines, and monitors each Sub-Adviser's adherence to its investment style. The Board of Trustees supervises SIMC and the Sub-Advisers; establishes policies that they must follow in their management activities; and oversees the hiring and termination of Sub-Advisers recommended by SIMC. SIMC pays the Sub-Advisers out of the investment advisory fees it receives. SIMC, an SEC-registered adviser, located at One Freedom Valley Drive, Oaks, Pennsylvania 19456, serves as the Adviser to the Fund. As of December 31, 2000, SIMC had approximately $64 billion in assets under management. It is expected that SIMC will receive investment advisory fees, after fee waivers, of 0.49% of the average daily net assets of the Fund. SUB-ADVISERS AND PORTFOLIO MANAGERS ACADIAN ASSET MANAGEMENT, INC. - Acadian Asset Management, Inc. ("Acadian"), located at Ten Post Office Square, 8th Floor, Boston, Massachusetts 02109, serves as a Sub-Adviser to the International Equity Fund. A committee of investment professionals at Acadian manages a portion of the assets of the International Equity Fund. BLACKROCK INTERNATIONAL, LTD. - BlackRock International, Ltd. ("BlackRock International"), located at 7 Castle Street, Edinburgh, EH23AM, Scotland, serves as a Sub-Adviser to the International Equity Fund. Albert B. Morillo heads an investment committee at BlackRock International that manages a portion of the assets of the International Equity Fund. Prior to joining BlackRock International in January 2000, Mr. Morillo was the head of the European Team at Scottish Widows Investment Management since 1991. CAPITAL GUARDIAN TRUST COMPANY - Capital Guardian Trust Company ("Capital Guardian"), located at 630 5th Avenue, 36th Floor, New York, New York 10111, serves as a Sub-Adviser to the International Equity Fund. A committee of investment professionals at Capital Guardian manages a portion of the assets of the International Equity Fund. JARDINE FLEMING INTERNATIONAL MANAGEMENT, INC. - Jardine Fleming International Management, Inc. ("JFIMI"), located at 47th Floor, Jardine House, 1 Connaught Place, Central Hong Kong, serves as a Sub-Adviser to the International Equity Fund. Piers Litherland of JFIMI serves as the portfolio manager for a portion of the assets of the International Equity Fund. Mr. Litherland has been with JFIMI for 13 years, and has over 22 years of investment experience. Prospectus 5 MORE INFORMATION ABOUT FUND INVESTMENTS MARTIN CURRIE, INC. - Martin Currie, Inc. ("Martin Currie"), located at Saltire Court, 20 Castle Terrace, Edinburgh, EH12ES, Scotland, serves as a Sub-Adviser to the International Equity Fund. Michael Thomas of Martin Currie serves as portfolio manager for a portion of the assets of the International Equity Fund. Mr. Thomas joined Martin Currie in 1989, and has 26 years of investment experience. OECHSLE INTERNATIONAL ADVISORS, LLC - Oechsle International Advisors, LLC ("Oechsle"), located at One International Place, 23rd Floor, Boston, Massachusetts 02110, serves as a Sub-Adviser to the International Equity Fund. S. Dewey Keesler, Jr., of Oechsle serves as portfolio manager of a portion of the assets of the International Equity Fund. Prior to joining Oechsle in 1995, Mr. Keesler was a Portfolio Manager and Investment Director for the State of Wisconsin Investment Board and has over 17 years of investment experience. 6 Prospectus PURCHASING AND SELLING FUND SHARES This section tells you how to purchase and sell (sometimes called "redeem") Class I Shares of the Fund. The Fund offers Class I Shares only to financial institutions for their own or their customers' accounts. For information on how to open an account and set up procedures for placing transactions, call 1-800-DIAL-SEI. HOW TO PURCHASE FUND SHARES You may purchase shares on any day that the New York Stock Exchange (NYSE) is open for business (a Business Day). Financial institutions and intermediaries may purchase Class I Shares by placing orders with the Fund's Transfer Agent (or its authorized agent). Institutions and intermediaries that use certain SEI proprietary systems may place orders electronically through those systems. Cash investments must be transmitted or delivered in federal funds to the Fund's wire agent by the close of business on the day after the order is placed. The Fund reserves the right to refuse any purchase requests, particularly those that would not be in the best interests of the Fund or shareholders and could adversely affect the Fund or its operations. This includes those from any individual or group who, in the Fund's view, are likely to engage in excessive trading (usually defined as more than four transactions out of the Fund within a calendar year). When you purchase or sell Fund shares through certain financial institutions (rather than directly from the Fund), you may have to transmit your purchase and sale requests to these financial institutions at an earlier time for your transaction to become effective that day. This allows these financial institutions time to process your requests and transmit them to the Fund. Certain other intermediaries, including certain broker-dealers and shareholder organizations, are authorized to accept purchase and redemption requests for Fund shares. These requests are normally executed at the net asset value per share (NAV) next determined after the intermediary receives the request. These authorized intermediaries are responsible for transmitting requests and delivering funds on a timely basis. If you deal directly with a financial institution or financial intermediary, you will have to follow the institution's or intermediary's procedures for transacting with the Fund. For more information about how to purchase or sell Fund shares through your financial institution, you should contact your financial institution directly. Investors may be charged a fee for purchase and/or redemption transactions effectuated through certain broker-dealers or other financial intermediaries. The price per share (the offering price) will be the NAV next determined after the Fund receives your purchase order. The Fund calculates its NAV once each Business Day at the regularly-scheduled close of normal trading on the NYSE (normally, 4:00 p.m. Eastern time). So, for you to receive the current Business Day's NAV, generally the Fund (or an authorized agent) must receive your purchase order in proper form before 4:00 p.m. Eastern time. The Fund will not accept orders that request a particular day or price for the transaction or any other special conditions. HOW THE FUND CALCULATES NAV NAV for one Fund share is the value of that share's portion of all of the net assets in the Fund. In calculating NAV, the Fund generally values its investment portfolio at market price. If market prices are unavailable or the Fund thinks that they are unreliable, fair value prices may be determined in good faith using methods approved by the Board of Trustees. The Fund holds portfolio securities that are listed on foreign exchanges. These securities may trade on weekends or other days when the Fund does not calculate NAV. As a result, the market value of the Fund's investments may change on days when you cannot purchase or sell Fund shares. Prospectus 7 PURCHASING AND SELLING FUND SHARES MINIMUM PURCHASES To purchase Class I Shares for the first time, you must invest at least $100,000 in the Fund with minimum subsequent investments of at least $1,000. The Fund may accept investments of smaller amounts at its discretion. HOW TO SELL YOUR FUND SHARES If you hold Class I Shares, you may sell your shares on any Business Day by following the procedures established when you opened your account or accounts. If you have questions, call 1-800-DIAL-SEI. If you own your shares through an account with a broker or other institution, contact that broker or institution to sell your shares. Your financial institution or intermediary may charge a fee for its services. The sale price of each share will be the next NAV determined after the Fund (or its authorized intermediary) receives your request. RECEIVING YOUR MONEY Normally, the Fund will make payment on your sale on the Business Day following the day on which it receives your request, but it may take up to seven days. Your proceeds will be wired to your bank account. REDEMPTIONS IN KIND The Fund generally pays sale (redemption) proceeds in cash. However, under unusual conditions that make the payment of cash unwise (and for the protection of the Fund's remaining shareholders) the Fund might pay all or part of your redemption proceeds in liquid securities with a market value equal to the redemption price (redemption in kind). Although it is highly unlikely that your shares would ever be redeemed in kind, you would probably have to pay brokerage costs to sell the securities distributed to you, as well as taxes on any capital gains from the sale as with any redemption. SUSPENSION OF YOUR RIGHT TO SELL YOUR SHARES The Fund may suspend your right to sell your shares if the NYSE restricts trading, the SEC declares an emergency or for other reasons. More information about this is in the SAI. TELEPHONE TRANSACTIONS Purchasing and selling Fund shares over the telephone is extremely convenient, but not without risk. The Fund has certain safeguards and procedures to confirm the identity of callers and the authenticity of instructions. If the Fund follows these procedures, the Fund will not be responsible for any losses or costs incurred by following telephone instructions that the Fund reasonably believes to be genuine. DISTRIBUTION OF FUND SHARES SEI Investments Distribution Co. (SIDCo.) is the distributor of the shares of the Fund. SIDCo. receives no compensation for distributing the Fund's shares. For Class I Shares, shareholder and administrative servicing fees, as a percentage of average daily net assets, may each be up to 0.25%. 8 Prospectus DIVIDENDS, DISTRIBUTIONS AND TAXES DIVIDENDS AND DISTRIBUTIONS The Fund periodically distributes its investment income to shareholders as a dividend. It is the Fund's policy to pay dividends at least once annually. The Fund makes distributions of capital gains, if any, at least annually. You will receive dividends and distributions in cash unless otherwise stated. TAXES PLEASE CONSULT YOUR TAX ADVISOR REGARDING YOUR SPECIFIC QUESTIONS ABOUT FEDERAL, STATE AND LOCAL INCOME TAXES. Below the Fund has summarized some important tax issues that affect the Fund and its shareholders. This summary is based on current tax laws, which may change. The Fund will distribute substantially all of its investment income and capital gains, if any. The dividends and distributions you receive may be subject to federal, state and local taxation, depending upon your tax situation. If so, they are taxable whether or not you reinvest them. Income distributions are generally taxable at ordinary income tax rates. Capital gains distributions are generally taxable at the rates applicable to long-term capital gains. EACH SALE OF FUND SHARES IS A TAXABLE EVENT. Some foreign governments levy withholding taxes against dividend and interest income. Although in some countries a portion of these taxes is recoverable, the non-recovered portion will reduce the income received from the securities comprising the portfolios of the Fund. The Fund may be able to pass along a tax credit for foreign income taxes it pays. The Fund will notify you if it gives you this credit. MORE INFORMATION ABOUT TAXES IS IN THE FUND'S SAI. Prospectus 9 FINANCIAL HIGHLIGHTS The table that follows present performance information about Class A Shares of the Fund. Since Class I Shares are invested in the same portfolio of securities, returns for Class I Shares will be substantially similar to those of the Class A Shares, shown here, and will differ only to the extent that each class has different expenses. This information is intended to help you understand the Fund's financial performance for the past five years, or, if shorter, the period of the Fund's operations. Some of this information reflects financial information for a single Fund share. The total returns in the table represent the rate that you would have earned (or lost) on an investment in a Fund, assuming you reinvested all of your dividends and distributions. This information has been audited by PricewaterhouseCoopers, LLP, independent public accountants. Their report, along with the Fund's financial statements, appears in the annual report that accompanies our Statement of Additional Information. You can obtain the annual report, which contains more performance information, at no charge by calling 1-800-DIAL-SEI. SEI INSTITUTIONAL INTERNATIONAL TRUST FOR THE YEARS ENDED SEPTEMBER 30, 2000 AND SEPTEMBER 30, 1999, THE SEVEN MONTH PERIOD ENDED SEPTEMBER 30, 1998, AND FOR THE YEARS ENDED FEBRUARY 28, OR 29. FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD
NET NET REALIZED DISTRIBUTIONS ASSET NET ASSET NET AND DISTRIBUTIONS FROM VALUE VALUE INVESTMENT UNREALIZED FROM NET REALIZED END BEGINNING INCOME/ GAINS/ INVESTMENT CAPITAL OF OF PERIOD (LOSS) (LOSSES) INCOME (2) GAINS PERIOD ---------- ---------- ---------- ------------- ------------- -------- ----------------------------------------------------------------------------------------------------------- INTERNATIONAL EQUITY FUND ----------------------------------------------------------------------------------------------------------- CLASS A For the years ended September 30: 2000....................... $12.09 $0.08 $ 0.43 $ (0.04) $ (0.23) $12.33 1999(1).................... 9.16 0.04 3.34 (0.10) (0.35) 12.09 For the seven month period ended September 30: 1998(1).................... $10.15 $0.07 $ (1.06) $ -- $ -- $ 9.16 For the years ended February 28 or 29: 1998(1).................... $ 9.67 $0.17 $ 0.77 $ (0.18) $ (0.28) $10.15 1997....................... 10.00 0.09 0.47 (0.07) (0.82) 9.67 1996....................... 9.59 0.14 1.45 (0.19) (0.99) 10.00 RATIO OF RATIO OF NET RATIO OF NET INVESTMENT INVESTMENT EXPENSES INCOME/(LOSS) RATIO OF INCOME/ TO AVERAGE TO AVERAGE NET ASSETS EXPENSES (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 FUND ----------------------------------------------------------------------------------------------------------- CLASS A For the years ended September 30: 2000....................... 4.15% $2,953,872 1.29%++ 0.79% 1.30% 0.78% 73% 1999(1).................... 37.86 1,844,459 1.28 0.39 1.31 0.36 61 For the seven month period ended September 30: 1998(1).................... (9.75)%* $ 966,707 1.24% 1.60%+ 1.31%+ 1.53%+ 66% For the years ended February 28 or 29: 1998(1).................... 10.21% $ 851,542 1.21% 1.31% 1.30% 1.22% 75% 1997....................... 5.70 524,062 1.28 1.11 1.42 0.97 117 1996....................... 17.30 347,646 1.25 1.29 1.29 1.25 102
+Annualized. ++The ratio of expenses to average net assets, excluding interest expense, is 1.28% for the year ended September 30, 2000. *Returns are for the period indicated and have not been annualized. (1) Per share net investment income and net realized and unrealized gains/(losses) calculated using average shares. (2) Distributions from net investment income include distributions of certain foreign currency gains and losses. Amounts designated as "--" are either $0 or have been rounded to $0. SEI Institutional International Trust INVESTMENT ADVISER SEI Investments Management Corporation One Freedom Valley Drive Oaks, PA 19456 DISTRIBUTOR SEI Investments Distribution Co. One Freedom Valley Drive Oaks, PA 19456 LEGAL COUNSEL Morgan, Lewis & Bockius LLP More information about the Fund is available without charge through the following: STATEMENT OF ADDITIONAL INFORMATION (SAI) ------------------------------------------------ The SAI dated January 31, 2001, includes detailed information about the SEI Institutional International Trust. The SAI is on file with the SEC and is incorporated by reference into this prospectus. This means that the SAI, for legal purposes, is a part of this prospectus. ANNUAL AND SEMI-ANNUAL REPORTS ------------------------------------------------ These reports typically list the Fund's holdings and contain information from the Fund's managers about fund strategies and market conditions and trends and their impact on Fund performance. The reports also contain detailed financial information about the Fund. TO OBTAIN MORE INFORMATION: ------------------------------------------------ BY TELEPHONE: Call 1-800-DIAL-SEI BY MAIL: Write to the Fund at: One Freedom Valley Drive Oaks, PA 19456 BY INTERNET: http://www.seic.com FROM THE SEC: You can also obtain the SAI or the Annual and Semi-Annual Reports, as well as other information about the SEI Institutional International Trust, from the EDGAR Database on the SEC's website ("http://www.sec.gov"). You may review and copy documents at the SEC Public Reference Room in Washington, DC (for information on the operation of the Public Reference Room, call 1-202-942-8090). You may request documents by mail from the SEC, upon payment of a duplicating fee, by writing to: Securities and Exchange Commission, Public Reference Section, Washington, DC 20549-0102. You may also obtain this information, upon payment of a duplicating fee, by e-mailing the SEC at the following address: publicinfo@sec.gov. The Trust's Investment Company Act registration number is 811-5601. SEI INSTITUTIONAL INTERNATIONAL TRUST Class A Shares PROSPECTUS January 31, 2001 TAX-MANAGED INTERNATIONAL EQUITY FUND Investment Adviser: SEI INVESTMENTS MANAGEMENT CORPORATION [Investment Sub-Advisers:] The Securities and Exchange Commission has not approved or disapproved these securities or passed upon the adequacy of this prospectus. Any representation to the contrary is a criminal offense. About This Prospectus SEI Institutional International Trust is a mutual fund family that offers different classes of shares in separate investment portfolios (Funds). The Funds have individual investment goals and strategies and are designed primarily for institutional investors and financial institutions and their clients. This prospectus gives you important information about the Class A Shares of the Tax-Managed International Equity Fund that you should know before investing. Please read this prospectus and keep it for future reference. THIS PROSPECTUS HAS BEEN ARRANGED INTO DIFFERENT SECTIONS SO THAT YOU CAN EASILY REVIEW THIS IMPORTANT INFORMATION. ON THE NEXT PAGE, THERE IS SOME GENERAL INFORMATION YOU SHOULD KNOW ABOUT RISK AND RETURN. FOR MORE DETAILED INFORMATION ABOUT THE FUND, PLEASE SEE: PAGE PRINCIPAL INVESTMENT STRATEGIES AND RISKS, PERFORMANCE INFORMATION AND EXPENSES............................XXX MORE INFORMATION ABOUT FUND INVESTMENTS.............................XXX THE INVESTMENT ADVISER AND SUB-ADVISERS ............................XXX PURCHASING AND SELLING FUND SHARES..................................XXX DIVIDENDS AND DISTRIBUTIONS.........................................XXX TAXES...............................................................XXX HOW TO OBTAIN MORE INFORMATION ABOUT SEI INSTITUTIONAL INTERNATIONAL TRUST...........................BACK COVER GLOBAL ASSET ALLOCATION The Tax-Managed International Equity Fund has its own distinct risk and reward characteristics, investment objectives, policies and strategies. In addition to managing the Fund, SEI Investments Management Corporation (SIMC) constructs and maintains global asset allocation strategies for certain clients, and the Fund is designed in part to implement those strategies. The degree to which an investor's portfolio is invested in the particular market segments and/or asset classes represented by the Fund varies, as does the investment risk/return potential represented by the Fund. The Fund may have extremely volatile returns. Because of the historical lack of correlation among various asset classes, an investment in the Fund representing a range of asset classes as part of an asset allocation strategy may reduce the strategy's overall level of volatility. As a result, a global asset allocation strategy may reduce risk. In managing the Fund, SIMC focuses on four key principles: asset allocation, fund structure, the use of specialist managers, and continuous portfolio management. Asset allocation across appropriate asset classes is the central theme of SIMC's investment philosophy. SIMC seeks to reduce risk further by creating a portfolio that focuses on a specific asset class. SIMC then oversees a network of specialist managers who invest the assets of the Fund in distinct segments of the market or class represented by the Fund. These specialist managers adhere to distinct investment disciplines, with the goal of providing greater consistency and predictability of results, as well as broader diversification across and within asset classes. Finally, SIMC regularly rebalances to ensure that the appropriate mix of assets is constantly in place, and constantly monitors and evaluates specialist managers for the Fund to ensure that they do not deviate from their stated investment philosophy or process. RISK/RETURN INFORMATION The Tax-Managed International Equity Fund is a mutual fund. A mutual fund pools shareholders' money and, using professional investment managers, invests it in securities. The Fund has its own investment goal and strategies for reaching that goal. The Fund's assets are managed under the direction of SIMC. For the Tax-Managed International Equity Fund, SIMC and one or more Sub-Advisers manage the Fund's assets in a way that they believe will help the Fund achieve its goal. No matter how good a job SIMC and the Sub-Advisers do, you could lose money on your investment in the Fund, just as you could with other investments. A Fund share is not a bank deposit, and it is not insured or guaranteed by the FDIC or any other government agency. The value of your investment in the Fund is based on the market prices of the securities the Fund holds. These prices change daily due to economic and other events that affect particular companies and other issuers. These price movements, sometimes called volatility, may be greater or lesser depending on the types of securities the Fund owns and the markets in which they trade. The estimated level of volatility for the Fund is set forth in the Fund Summary that follows. The effect on the Fund of a change in the value of a single security will depend on how widely the Fund diversifies its holdings. TAX-MANAGED INTERNATIONAL EQUITY FUND FUND SUMMARY INVESTMENT GOAL Capital appreciation SHARE PRICE VOLATILITY Medium to high PRINCIPAL INVESTMENT STRATEGY Utilizing multiple specialist sub-advisers, the Fund minimizes the current tax impact on shareholders by buying and holding equity securities of foreign companies with lower dividend yields INVESTMENT STRATEGY The Tax-Managed International Equity Fund invests primarily in common stocks and other equity securities of foreign companies. The Fund invests primarily in companies located in developed countries, but may also invest in companies located in emerging markets. The Fund uses a multi-manager approach, relying upon a number of Sub-Advisers with differing investment philosophies to manage portions of the Fund's portfolio under the general supervision of SIMC. Generally, the Sub-Advisers attempt to minimize current taxes by using a "buy and hold" strategy, but they will also utilize such techniques as investing in companies that pay relatively low dividends; selling stocks with the highest tax cost first; and offsetting losses against gains where possible. To protect against loss of value during periods of market decline, the Sub-Advisers may use a variety of hedging techniques, such as buying put options, selling index futures, short selling "against the box" and entering into equity swaps. WHAT ARE THE RISKS OF INVESTING IN THE FUND? Since it purchases equity securities, the Fund is subject to the risk that stock prices will fall over short or extended periods of time. Historically, the equity markets have moved in cycles, and the value of the Fund's securities may fluctuate drastically from day to day. Individual companies may report poor results or be negatively affected by industry and/or economic trends and developments. The prices of securities issued by such companies may suffer a decline in response. In the case of foreign stocks, these fluctuations will reflect international economic and political events, as well as changes in currency valuations relative to the U.S. dollar. These factors contribute to price volatility, which is the principal risk of investing in the Fund. Investing in issuers located in foreign countries poses distinct risks since political and economic events unique to a country or region will affect those markets and their issuers. These events will not necessarily affect the U.S. economy or similar issuers located in the United States. In addition, investments in foreign countries are generally denominated in a foreign currency. As a result, changes in the value of those currencies compared to the U.S. dollar may affect (positively or negatively) the value of a Fund's investments. These currency movements may happen separately from and in response to events that do not otherwise affect the value of the security in the issuer's home country. These various risks will be even greater for investments in emerging market countries since political turmoil and rapid changes in economic conditions are more likely to occur in these countries. Emerging market countries are countries that the World Bank of the United Nations considers to be emerging or developing. Emerging markets may be more likely to experience political turmoil or rapid changes in market or economic conditions than more developed countries. Emerging market countries often have less uniformity in accounting and reporting requirements and unreliable securities valuation. It is sometimes difficult to obtain and enforce court judgements in such countries and there is often a greater potential for nationalization and/or expropriation of assets by the government of an emerging market country. In addition, the financial stability of issuers (including governments) in emerging markets countries may be more precarious than other countries. As a result, there will tend to be an increased risk of price volatility associated with the Fund's investments in emerging market countries, which may be magnified by currency fluctuations relative to the U.S. dollar. The Fund is also subject to the risk that developed international equity securities may underperform other segments of the equity market or the equity markets as a whole. The Fund is managed to maximize after-tax returns to investors, but will likely earn taxable income and gains from time to time. PERFORMANCE INFORMATION As of September 30, 2000, the Fund had not commenced operations, and did not have a performance history. FUND FEES AND EXPENSES THIS TABLE DESCRIBES THE FEES AND EXPENSES THAT YOU MAY PAY IF YOU BUY AND HOLD FUND SHARES. ANNUAL FUND OPERATING EXPENSES (EXPENSES DEDUCTED FROM FUND ASSETS)
Class A Shares ------------------------------------------------------------ ------------------- Investment Advisory Fees 0.51% Distribution (12b-1) Fees None Other Expenses 0.80%* ------ Total Annual Fund Operating Expenses 1.31%** --------------------------------------------------------------------------------
* Other expenses are based on estimated amounts for the current fiscal year. ** The Fund's total actual annual fund operating expenses for the current fiscal year are expected to be less than the amount shown above because the Adviser is waiving a portion of the fees in order to keep total operating expenses, excluding interest expense, at a specified level. The Adviser may discontinue all or part of these waivers at any time. With these fee waivers, the Fund's actual total operating expenses are expected to be as follows: Tax-Managed International Equity Fund-- Class A Shares 1.28% For more information about these fees, see "The Investment Adviser and Sub-Advisers" and "Distribution of Fund Shares." EXAMPLE This Example is intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds. The Example assumes that you invest $10,000 in the Fund for the time periods indicated and that you sell your shares at the end of the period. The Example also assumes that each year your investment has a 5% return, that Fund operating expenses remain the same, and that you reinvest all dividends and distributions. Although your actual costs and returns might be different, your approximate costs of investing $10,000 in the Fund would be:
1 Year 3 Years Tax-Managed International Equity Fund - Class A Shares $133 $415
MORE INFORMATION ABOUT FUND INVESTMENTS This prospectus describes the Fund's primary strategies, and the Fund will normally invest at least 65% of its assets in the types of securities described in this prospectus. However, the Fund also may invest in other securities, use other strategies and engage in other investment practices. These investments and strategies, as well as those described in this prospectus, are described in detail in the Fund's Statement of Additional Information (SAI). The investments and strategies described in this prospectus are those that SIMC and the Sub-Advisers use under normal conditions. During unusual economic or market conditions, or for temporary defensive or liquidity purposes, the Fund may invest up to 100% of its assets in cash, money market instruments, repurchase agreements and short-term obligations that would not ordinarily be consistent with the Fund's objectives. The Fund will do so only if SIMC or the Sub-Advisers believe that the risk of loss outweighs the opportunity for capital gains and higher income. Of course, there is no guarantee that the Fund will achieve its investment goal. INVESTMENT ADVISERS AND SUB-ADVISERS SIMC ACTS AS THE MANAGER OF MANAGERS OF THE FUND, AND IS RESPONSIBLE FOR THE INVESTMENT PERFORMANCE OF THE FUND SINCE IT ALLOCATES THE FUND'S ASSETS TO ONE OR MORE SUB-ADVISERS AND RECOMMENDS HIRING OR CHANGING SUB-ADVISERS TO THE BOARD OF TRUSTEES. Each Sub-Adviser makes investment decisions for the assets it manages and continuously reviews, supervises and administers its investment program. SIMC oversees the Sub-Advisers to ensure compliance with the Fund's investment policies and guidelines, and monitors each Sub-Adviser's adherence to its investment style. The Board of Trustees supervises SIMC and the Sub-Advisers; establishes policies that they must follow in their management activities; and oversees the hiring and termination of Sub-Advisers recommended by SIMC. SIMC pays the Sub-Advisers out of the investment advisory fees it receives. SIMC, an SEC-registered adviser, located at One Freedom Valley Drive, Oaks, Pennsylvania 19456, serves as the Adviser to the Fund. As of December 31, 2000, SIMC had approximately $64 billion in assets under management. It is expected that SIMC will receive investment advisory fees, after fee waivers, of X.XX% of the average daily net assets of the Fund. SUB-ADVISERS AND PORTFOLIO MANAGERS [ ] PURCHASING AND SELLING FUND SHARES This section tells you how to purchase and sell (sometimes called "redeem") Class A Shares of the Fund. The Fund offers Class A Shares only to financial institutions for their own or their customers' accounts. For information on how to open an account and set up procedures for placing transactions, call 1-800-DIAL-SEI. HOW TO PURCHASE FUND SHARES You may purchase shares on any day that the New York Stock Exchange (NYSE) is open for business (a Business Day). Financial institutions and intermediaries may purchase Class A Shares by placing orders with the Fund's Transfer Agent (or their authorized agent). Institutions and intermediaries that use certain SEI proprietary systems may place orders electronically through those systems. Cash investments must be transmitted or delivered in federal funds to the Fund's wire agent by the close of business on the day after the order is placed. The Fund reserves the right to refuse any purchase requests, particularly those that would not be in the best interests of the Fund or its shareholders and could adversely affect the Fund or its operations. This includes those from any individual or group who, in the Fund's view, are likely to engage in excessive trading (usually defined as more than four transactions out of the Fund within a calendar year). When you purchase or sell Fund shares through certain financial institutions (rather than directly from the Fund), you may have to transmit your purchase and sale requests to your financial institution at an earlier time for your transaction to become effective that day. This allows your financial institution time to process your requests and transmit them to the Fund. Certain other intermediaries, including certain broker-dealers and shareholder organizations, are authorized to accept purchase and redemption requests for Fund shares. These requests are normally executed at the net asset value per share (NAV), next determined after the intermediary receives the request. These authorized intermediaries are responsible for transmitting requests and delivering funds on a timely basis. If you deal directly with a financial institution or financial intermediary, you will have to follow the institution's or intermediary's procedures for transacting with the Fund. For more information about how to purchase or sell Fund shares through your financial institution, you should contact your financial institution directly. Investors may be charged a fee for purchase and/or redemption transactions effectuated through certain of these broker-dealers or other financial intermediaries. The price per share (the offering price) will be the NAV next determined after the Fund receives your purchase order. The Fund calculates its NAV once each Business Day at the regularly-scheduled close of normal trading on the NYSE (normally, 4:00 p.m. Eastern time). So, for you to receive the current Business Day's NAV, generally the Fund (or an authorized agent) must receive your purchase order in proper form before 4:00 p.m. Eastern time. The Fund will not accept orders that request a particular day or price for the transaction or any other special request. HOW THE FUND CALCULATES NAV NAV for one Fund share is the value of that share's portion of all of the net assets in the Fund. In calculating NAV, the Fund generally values its investment portfolio at market price. If market prices are unavailable or the Fund thinks that they are unreliable, fair value prices may be determined in good faith using methods approved by the Board of Trustees. The Fund holds portfolio securities that are listed on foreign exchanges. These securities may trade on weekends or other days when the Fund does not calculate NAV. As a result, the market value of the Fund's investments may change on days when you cannot purchase or sell Fund shares. MINIMUM PURCHASES To purchase Class A Shares for the first time, you must invest at least $100,000 in the Fund with minimum subsequent investments of at least $1,000. The Fund may accept investments of smaller amounts at its discretion. HOW TO SELL YOUR FUND SHARES If you hold Class A Shares, you may sell your shares on any Business Day by following the procedures established when you opened your account or accounts. If you have questions, call 1-800-DIAL-SEI. If you own your shares through an account with a broker or other institution, contact that broker or institution to sell your shares. Your financial institution or intermediary may charge a fee for its services. The sale price of each share will be the next NAV determined after the Fund (or its authorized intermediary) receives your request. RECEIVING YOUR MONEY Normally, the Fund will make payment on your sale on the Business Day following the day on which it receives your request, but it may take up to seven days. Your proceeds will be wired to your bank account. REDEMPTIONS IN KIND The Fund generally pays sale (redemption) proceeds in cash. However, under unusual conditions that make the payment of cash unwise (and for the protection of the Fund's remaining shareholders) the Fund might pay all or part of your redemption proceeds in liquid securities with a market value equal to the redemption price (redemption in kind). Although it is highly unlikely that your shares would ever be redeemed in kind, you would probably have to pay brokerage costs to sell the securities distributed to you, as well as taxes on any capital gains from the sale as with any redemption. SUSPENSION OF YOUR RIGHT TO SELL YOUR SHARES The Fund may suspend your right to sell your shares if the NYSE restricts trading, the SEC declares an emergency or for other reasons. More information about this is in the SAI. TELEPHONE TRANSACTIONS Purchasing and selling Fund shares over the telephone is extremely convenient, but not without risk. The Fund has certain safeguards and procedures to confirm the identity of callers and the authenticity of instructions. If the Fund follows these procedures, the Fund will not be responsible for any losses or costs incurred by following telephone instructions that the Fund reasonably believes to be genuine. DISTRIBUTION OF FUND SHARES SEI Investments Distribution Co. (SIDCo.) is the distributor of the shares of the Fund. SIDCo. receives no compensation for distributing the Fund's shares. For Class A Shares, shareholder servicing fees, as a percentage of average daily net assets, may be up to 0.25%. DIVIDENDS AND DISTRIBUTIONS The Fund periodically distributes its investment income to shareholders as a dividend. It is the policy of the Fund to pay dividends at least once annually. The Fund makes distributions of capital gains, if any, at least annually. You will receive dividends AND distributions in cash unless otherwise stated. TAXES PLEASE CONSULT YOUR TAX ADVISOR REGARDING YOUR SPECIFIC QUESTIONS ABOUT FEDERAL, STATE AND LOCAL INCOME TAXES. Below the Fund has summarized some important tax issues that affect the Fund and its shareholders. This summary is based on current tax laws, which may change. The Fund will distribute substantially all of its investment income and capital gains, if any. The dividends and distributions you receive from the Fund may be subject to federal, state and local taxation, depending upon your tax situation. If so, they are taxable whether or not you reinvest them. Income distributions are generally taxable at ordinary income tax rates. Capital gains distributions are generally taxable at the rates applicable to long-term capital gains. EACH SALE OF FUND SHARES IS A TAXABLE EVENT. Some foreign governments levy withholding taxes against dividend and interest income. Although in some countries a portion of these taxes is recoverable, the non-recovered portion will reduce the income received from the securities comprising the portfolios of the Fund. The Fund uses a tax management technique known as "highest in, first out." Using this technique, the portfolio holdings that have experienced the smallest gain or largest loss are sold first in an effort to minimize capital gains and enhance after-tax returns. The Fund may be able to pass along a tax credit for foreign income taxes it pays. The Fund will notify you if it gives you this credit. MORE INFORMATION ABOUT TAXES IS IN THE FUND'S SAI. SEI INSTITUTIONAL INTERNATIONAL TRUST INVESTMENT ADVISER SEI Investments Management Corporation One Freedom Valley Drive Oaks, PA 19456 DISTRIBUTOR SEI Investments Distribution Co. One Freedom Valley Drive Oaks, PA 19456 LEGAL COUNSEL Morgan, Lewis & Bockius LLP More information about the Fund is available without charge through the following: STATEMENT OF ADDITIONAL INFORMATION (SAI) The SAI dated January 31, 2001, includes detailed information about the Tax-Managed International Equity Fund of the SEI Institutional International Trust. The SAI is on file with the SEC and is incorporated by reference into this prospectus. This means that the SAI, for legal purposes, is a part of this prospectus. ANNUAL AND SEMI-ANNUAL REPORTS These reports typically list the Fund's holdings and contain information from the Fund's managers about fund strategies and market conditions and trends and their impact on Fund performance. The reports also contain detailed financial information about the Fund. TO OBTAIN MORE INFORMATION: BY TELEPHONE: Call 1-800-DIAL-SEI BY MAIL: Write to the Fund at: One Freedom Valley Drive Oaks, PA 19456 BY INTERNET: http://www.seic.com FROM THE SEC: You can also obtain the SAI or the Annual and Semi-Annual Reports, as well as other information about the SEI Institutional International Trust, from the EDGAR Database on the SEC's website ("http://www.sec.gov"). You may review and copy documents at the SEC Public Reference Room in Washington, DC (for information on the operation of the Public Reference Room, call 1-202-942-8090). You may request documents by mail from the SEC, upon payment of a duplicating fee, by writing to: Securities and Exchange Commission, Public Reference Section, Washington, DC 20549-0102. You may also obtain this information, upon payment of a duplicating fee, by e-mailing the SEC at the following address: publicinfo@sec.gov. The SEI Institutional International Trust's Investment Company Act registration number is 811-5601. SEI INSTITUTIONAL INTERNATIONAL TRUST Administrator: SEI Investments Fund Management Distributor: SEI Investments Distribution Co. Investment Advisers and Sub-Advisers: Acadian Asset Management, Inc. BlackRock International, Ltd. The Boston Company Asset Management Capital Guardian Trust Company Jardine Fleming International Management, Inc. Martin Currie, Inc. Morgan Stanley Dean Witter Investment Management Inc. Nicholas-Applegate Capital Management Oechsle International Advisors, LLC Salomon Brothers Asset Management Inc Schroder Investment Management North America Inc. SEI Investments Management Corporation SG Pacific Asset Management, Inc. SG Yamaichi Asset Management Co., Ltd. SGY Asset Management (Singapore) Limited Strategic Fixed Income, L.L.C. This STATEMENT OF ADDITIONAL INFORMATION is not a Prospectus. It is intended to provide additional information regarding the activities and operations of SEI Institutional International Trust (the "Trust"), and should be read in conjunction with the Trust's Prospectuses for the Class A shares of the International Equity, Emerging Markets Equity, International Fixed Income, and Emerging Markets Debt Funds, the Class A shares of the Tax-Managed International Equity Fund, the Class D shares of the International Equity Fund, and Class I shares of the International Equity Fund each dated January 31, 2001. Prospectuses may be obtained without charge by writing the Trust's distributor, SEI Investments Distribution Co., Oaks, Pennsylvania 19456, or by calling 1-800-342-5734. TABLE OF CONTENTS The Trust................................................... S-2 Investment Objectives and Policies.......................... S-2 Description of Permitted Investments and Risk Factors....... S-8 Description of Ratings...................................... S-25 Investment Limitations...................................... S-25 Non-Fundamental Policies.................................... S-27 The Administrator........................................... S-28 The Advisers and Sub-Advisers............................... S-29 Distribution, Administration and Shareholder Servicing...... S-33 Trustees and Officers of the Trust.......................... S-34 Performance................................................. S-36 Purchase and Redemption of Shares........................... S-38 Shareholder Services (Class D shares)....................... S-38 Taxes....................................................... S-40 Portfolio Transactions...................................... S-42 Description of Shares....................................... S-44 Limitation of Trustees' Liability........................... S-44 Code of Ethics.............................................. S-44 Voting...................................................... S-45 Shareholder Liability....................................... S-45 Control Persons and Principal Holders of Securities......... S-45 Experts..................................................... S-46 Custodian................................................... S-46 Legal Counsel............................................... S-46 Financial Statements........................................ S-46 January 31, 2001
THE TRUST SEI Institutional International Trust (formerly, "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 shares of such portfolios. Shareholders may purchase shares in certain portfolios through separate classes, Class A and Class I currently may be offered, which may provide for variations in transfer agent fees, shareholder service fees, dividends and certain voting rights. As of December 21, 2000, Class D shares of the International Equity Fund are no longer being offered to investors, and there will be a mandatory redemption of all Class D shares of the Fund, at net asset value per share, on or after January 31, 2001. As is the case with other redemptions, the mandatory redemption will constitute a taxable disposition of shares for shareholders who do not hold their shares through tax-advantaged plans. Except for differences among the classes pertaining to shareholder servicing 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, Emerging Markets Equity, International Fixed Income, Emerging Markets Debt and Tax-Managed International Equity Funds (each a "Fund" and, together, the "Funds"), including all classes of the Funds. INVESTMENT OBJECTIVES AND POLICIES INTERNATIONAL EQUITY FUND--The International Equity Fund 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 Fund's assets will be invested in equity securities of non-U.S. issuers located in at least three countries other than the United States. The Fund may also invest, to a limited extent, in securities of issuers located in emerging market countries. Securities of non-U.S. issuers purchased by the Fund will typically be listed on recognized foreign exchanges, but also may be purchased in over-the-counter markets, on U.S. registered exchanges, 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 Fund expects its investments to emphasize both large, intermediate and small capitalization companies. The Fund expects to be fully invested in the 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 and non-U.S. indices; futures contracts, including stock index futures contracts; options on futures contracts; and equity-linked warrants. The Fund is permitted to acquire floating and variable rate securities, purchase securities on a when-issued or delayed delivery basis, and invest up to 15% of its net assets in illiquid securities. Although permitted to do so, the Fund 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 Fund 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, certificates of deposit, bankers' acceptances, time deposits, commercial paper, short-term corporate debt issues and repurchase agreements, and may hold a portion of their assets in cash. In addition, the Fund may invest in the foregoing instruments and hold cash for liquidity purposes. EMERGING MARKETS EQUITY FUND--The Emerging Markets Equity Fund seeks to provide capital appreciation by investing primarily in a diversified portfolio of equity securities of emerging market issuers. S-2 Under normal circumstances, at least 65% of the Emerging Markets Equity Fund's total assets will be invested in equity securities of emerging market issuers. Under normal conditions, the Fund 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. The Fund 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 Fund's advisers consider emerging market issuers to include 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. The Fund expects to be fully invested in the primary investments described above, but 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 governmental and private issuers in emerging market countries. Bonds rated below investment grade are often referred to as "junk bonds." Such securities involve greater risk of default or price volatility than investment grade securities. The Fund 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 Fund may invest up to 15% of its net assets in illiquid securities. The Fund'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 Fund's capital appreciation potential. Investments in special situations may be liquid, as determined by the Fund's advisers based on criteria approved by the Board of Trustees. To the extent these investments are deemed illiquid, the Fund's investment in them will be subject to its 15% restriction on investment in illiquid securities. The Fund may invest up to 10% of its total assets in shares of other investment companies. The Fund may invest in futures contracts and purchase securities on a when-issued or delayed delivery basis. The Fund 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 Fund 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, certificates of deposit, bankers' acceptances, time deposits, commercial paper, short-term corporate debt issues and repurchase agreements, and may hold a portion of their assets in cash. In addition, the Fund may invest in the foregoing instruments and hold cash for liquidity purposes. For temporary defensive purposes when the advisers determine that market conditions warrant, the Fund may invest up to 20% of its total assets in the equity securities of companies included in 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 Fund generally invests. INTERNATIONAL FIXED INCOME FUND--The International Fixed Income Fund seeks to provide capital appreciation and current income through investment primarily in investment grade, non-U.S. dollar denominated government, corporate, mortgage-backed and asset-backed fixed income securities. Under normal circumstances, at least 65% of the International Fixed Income Fund's assets will be invested in investment grade foreign government and foreign corporate, mortgage, and/or asset-backed fixed income securities of issuers located in at least three countries other than the United States. The International Fixed Income Fund will invest primarily in: (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 S-3 securities issued by foreign or multinational corporations; (iv) convertible securities issued by foreign or multinational corporations; (v) fixed income securities issued by foreign banks or bank holding companies; (vi) asset-backed securities; and (vii) mortgage-backed securities. All such investments will be in investment grade securities denominated in various currencies, including the euro. Investment grade 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. The Fund expects to be fully invested in the primary investments described above, but may invest in 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 Fund may also purchase and write options to buy or sell futures contracts, purchase securities on a when-issued or delayed delivery basis and engage in short selling. The Fund may invest up to 10% of its total assets in illiquid securities. Furthermore, although the Fund will concentrate its investments in relatively developed countries, the Fund may invest up to 20% of its assets in fixed income securities of issuers in, or denominated in the currencies of, developing countries and that are investment-grade securities or determined by the advisers to be of comparable quality to such securities and debt obligations at the time of purchase. For temporary defensive purposes, when the advisers determine that market conditions warrant, the Fund 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, certificates of deposit, bankers' acceptances, time deposits, commercial paper, short-term corporate debt issues and repurchase agreements, and may hold a portion of their assets in cash. In addition, the Fund may invest in the foregoing instruments and hold cash for liquidity purposes. Under normal circumstances, the portfolio turnover rate for this Fund is expected to exceed 200% per year. Higher portfolio turnover rates can result in corresponding increases in portfolio transaction costs and taxes. The Fund will not consider portfolio turnover a limiting factor in implementing investment decisions which are consistent with the Fund's objectives and policies. The Fund is non-diversified, which means that it may invest in the securities of relatively few issuers. As a result, the Fund may be more susceptible to a single adverse economic or political occurrence affecting one or more of these issuers, and may experience increased volatility due to its investments in those securities. EMERGING MARKETS DEBT FUND--The investment objective of the Emerging Markets Debt Fund is to maximize total return. Under normal circumstances, at least 65% of the Emerging Markets Debt Fund's total assets will be invested in debt securities of government, government-related and corporate issuers in emerging market countries and of entities organized to restructure the outstanding debt of such issuers. The Fund 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 Fund'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; that are organized under the laws of and have a principal office in an emerging market country; or that are government issuers located in an emerging market country. Emerging market country fixed income securities in which the Emerging Markets Debt Fund may invest are U.S. dollar-denominated and non-U.S. dollar-denominated corporate and government debt securities, including bonds, notes, bills, debentures, convertible securities, warrants, bank debt obligations, short-term paper, mortgage and other asset-backed securities, preferred stock, loan participations and assignments and interests issued by entities organized and operated for the purpose of restructuring the investment characteristics of instruments issued by emerging market country issuers. The Fund may invest S-4 in Brady Bonds, which are debt securities issued by debtor nations to restructure their outstanding external indebtedness, and which comprise a significant portion of the emerging debt market. The Fund's investments in high yield government, government-related and restructured debt securities will consist of: (i) debt securities or obligations issued or guaranteed by governments, governmental agencies or instrumentalities and political subdivisions located in emerging market countries (including participations in loans between governments and financial institutions); (ii) debt securities or obligations issued by government-owned, controlled or sponsored entities located in emerging market countries (including participations in loans between governments and financial institutions); and (iii) interests in structured securities of issuers organized and operated for the purpose of restructuring the investment characteristics of instruments issued by any of the entities described above (collectively, "High Yield Foreign Sovereign Debt Securities"). Even though many of these securities are issued by governmental issuers, they may still be considered junk bonds on account of the governmental issuer's poor credit rating. The Fund may also purchase investment grade obligations of the foregoing governmental issuers. The Fund's investments in debt securities of corporate issuers in emerging market countries may include high yield or investment grade debt securities or other obligations issued by: (i) banks located in emerging market countries or by branches of emerging market country banks located in other emerging market countries; or (ii) companies organized under the laws of an emerging market country. The Fund expects to be fully invested in the primary investments described above, but may invest up to 10% of its total assets in common stock, convertible securities, warrants or other equity securities when consistent with the Fund's objective. The Fund will generally hold such equity investments as a result of purchases of unit offerings of fixed-income securities which include such securities or in connection with an actual or proposed conversion or exchange of fixed income securities. The Fund may also enter into repurchase agreements and reverse repurchase agreements, may purchase when-issued and delayed-delivery securities, lend portfolio securities and invest in shares of other investment companies. The Fund may purchase restricted securities and may invest up to 15% of the value of its net assets in illiquid securities. The Fund may invest in options and futures for hedging purposes, and may enter into swaps or related transactions. The Fund may invest in receipts, zero coupon securities, pay-in-kind bonds, Eurobonds, dollar rolls, and deferred payment securities. The securities in which the Fund will invest will not be required to meet a minimum rating standard and may not be rated for creditworthiness by any internationally recognized credit rating organization. Generally, the Fund's investments are expected to be in the lower and lowest rating categories established by internationally recognized credit rating organizations or determined to be of comparable quality. Such securities, commonly known as "junk bonds," involve significantly greater risks, including price volatility and the risk of default of payment of interest and principal, than higher rated securities. For temporary defensive purposes, when the advisers determine that market conditions warrant, the Fund 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, certificates of deposit, bankers' acceptances, time deposits, commercial paper, short-term corporate debt issues and repurchase agreements, and may hold a portion of their assets in cash. In addition, the Fund may invest in the foregoing instruments and hold cash for liquidity purposes. There is no limit on the percentage of the Fund's assets that may be invested in non-U.S. dollar denominated securities. However, it is expected that the majority of the Fund's assets will be denominated in U.S. dollars. The Fund is non-diversified, which means that it may invest in the securities of relatively few issuers. As a result, the Fund may be more susceptible to a single adverse economic or political occurrence affecting one or more of these issuers, and may experience increased volatility due to its investments in those securities. S-5 TAX-MANAGED INTERNATIONAL EQUITY FUND The Tax-Managed International Equity Fund 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 Fund's assets will be invested in equity securities of non-U.S. issuers located in at least three countries other than the United States. The Fund may also invest, to a limited extent, in securities of issuers located in emerging market countries. Securities of non-U.S. issuers purchased by the Fund will typically be listed on recognized foreign exchanges, but also may be purchased in over-the-counter markets, on U.S. registered exchanges, 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 Fund expects its investments to emphasize both large, intermediate and small capitalization companies. The Fund expects to be fully invested in the 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 and non-U.S. indices; futures contracts, including stock index futures contracts; and options on futures contracts. The Fund is permitted to acquire floating and variable rate securities, purchase securities on a when-issued or delayed delivery basis, and invest up to 15% of its net assets in illiquid securities. Although permitted to do so, the Fund 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 Fund 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, certificates of deposit, bankers' acceptances, time deposits, commercial paper, short-term corporate debt issues and repurchase agreements, and may hold a portion of their assets in cash. In addition, the Fund may invest in the foregoing instruments and hold cash for liquidity purposes. The Fund is designed for long-term taxable investors, including high net worth individuals. While the Fund seeks to maximize after-tax returns for its shareholders, the Fund is very likely to have taxable investment income and will likely realize taxable gains from time to time. The Fund seeks to maximize after-tax returns for its shareholders in part by minimizing the taxes they incur in connection with the Fund's realization of investment income and capital gains. Taxable investment income will be minimized by investing primarily in lower yielding securities. If this strategy is carried out, the Fund can be expected to distribute relatively low levels of taxable investment income. Realized capital gains will be minimized in part by investing primarily in established companies with the expectation of holding these securities for a period of years. The Fund's advisers will generally seek to avoid realizing short-term capital gains. When a decision is made to sell a particular appreciated security, the Portfolio will attempt to select for sale those share lots with holding periods sufficient to qualify for long-term capital gains treatment and among those, the share lots with the highest cost basis. The Fund may, when prudent, sell securities to realize capital losses that can be used to offset realized capital gains. To protect against price declines affecting securities with large unrealized gains, the Fund may use hedging techniques such as the purchase of put options, short sales "against the box," the sale of stock index futures contracts, and equity swaps. By using these techniques rather than selling such securities, the Fund will attempt to reduce its exposure to price declines without realizing substantial capital gains under the current tax law. Although the Fund may utilize certain hedging strategies in lieu of selling appreciated securities, the Fund's exposure to losses during stock market declines may nonetheless be higher than that of other funds that do not follow a general policy of avoiding sales of highly-appreciated securities. S-6 DESCRIPTION OF PERMITTED INVESTMENTS AND RISK FACTORS AMERICAN DEPOSITORY RECEIPTS, CONTINENTAL DEPOSITARY RECEIPTS, EUROPEAN DEPOSITARY RECEIPTS AND GLOBAL DEPOSITARY RECEIPTS--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. EDRs, which are sometimes referred to as 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. ASSET-BACKED SECURITIES--Asset-backed securities are securities secured by non-mortgage assets such as company receivables, truck and auto loans, leases and credit card receivables. Such securities are generally issued as pass-through certificates, which represent undivided fractional ownership interests in the underlying pools of assets. Such securities also may be debt instruments, which are also known as collateralized obligations and are generally issued as the debt of a special purpose entity, such as a trust, organized solely for the purpose of owning such assets and issuing such debt. Credit support for asset-backed securities may be based on the underlying assets and/or provided by a third party through credit enhancements. Credit enhancements techniques include letters of credit, insurance bonds, limited guarantees (which are generally provided by the issuer), senior-subordinated structures and overcollateralization. Asset-backed securities are not issued or guaranteed by the United States Government or its agencies or instrumentalities; however, the payment of principal and interest on such obligations may be guaranteed up to certain amounts for a certain period by a letter of credit issued by a financial institution (such as a bank or insurance company) unaffiliated with the issuers of such securities. The purchase of asset-backed securities raises risk considerations peculiar to the financing of the instruments underlying such securities. For example, there is a risk that another party could acquire an interest in the obligations superior to that of the holders of the asset-backed securities. There also is the possibility that recoveries on repossessed securities entail prepayment risk, which may vary depending on the type of asset, but is generally less than the prepayment risk associated with mortgage-backed securities. In addition, credit card receivables are unsecured obligations of the card holders. The market for asset-backed securities is at a relatively early stage of development. Accordingly, there may be a limited secondary market for such securities. BANK OBLIGATIONS--Bank obligations of United States and foreign commercial banks or savings and loan institutions which the Funds may buy include certificates of deposit, time deposits and bankers' acceptances. A certificate of deposit is an interest-bearing instrument with a specific maturity issued by a bank or savings and loan institution in exchange for the deposit of funds that normally can be traded in the secondary market prior to maturity. 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. BRADY BONDS--Certain debt obligations, customarily referred to as "Brady Bonds," are created through the exchange of existing commercial bank loans to foreign entities for new obligations in S-7 connection with a debt restructuring. Brady Bonds have only been issued since 1989, and, accordingly, do not have a long payment history. In addition, they are issued by governments that may have previously defaulted on the loans being restructured by the Brady Bonds, so are subject to the risk of default by the issuer. They may be fully or partially collateralized or uncollateralized and issued in various currencies (although most are U.S. dollar denominated) and they are actively traded in the over-the-counter secondary market. U.S. dollar-denominated, collateralized Brady Bonds, which may be fixed rate par bonds or floating rate discount bonds, are generally collateralized in full as to principal due at maturity by U.S. Treasury zero coupon obligations which have the same maturity as the Brady Bonds. Certain interest payments on these Brady Bonds may be collateralized by cash or securities in an amount that, in the case of fixed rate bonds, is typically equal to between 12 and 18 months of rolling interest payments or, in the case of floating rate bonds, initially is typically equal to between 12 and 18 months rolling interest payments based on the applicable interest rate at that time and is adjusted at regular intervals thereafter with the balance of interest accruals in each case being uncollateralized. Payment of interest and (except in the case of principal collateralized Brady Bonds) principal on Brady Bonds with no or limited collateral depends on the willingness and ability of the foreign government to make payment. In the event of a default on collateralized Brady Bonds for which obligations are accelerated, the collateral for the payment of principal will not be distributed to investors, nor will such obligations be sold and the proceeds distributed. The collateral will be held by the collateral agent to the scheduled maturity of the defaulted Brady Bonds, which will continue to be outstanding, at which time the face amount of the collateral will equal the principal payments which would have then been due on the Brady Bonds in the normal course. Based upon current market conditions, a Fund would not intend to purchase Brady Bonds which, at the time of investment, are in default as to payment. However, in light of the residual risk of Brady Bonds and, among other factors, the history of default with respect to commercial bank loans by public and private entities of countries issuing Brady Bonds, investments in Brady Bonds are to be viewed as speculative. A substantial portion of the Brady Bonds and other sovereign debt securities in which the Emerging Markets Debt Fund invests are likely to be acquired at a discount, which involves certain additional considerations. Sovereign obligors in developing and emerging market countries are among the world's largest debtors to commercial banks, other governments, international financial organizations and other financial institutions. These obligors have in the past experienced substantial difficulties in servicing their external debt obligations, which led to defaults on certain obligations and the restructuring of certain indebtedness. Restructuring arrangements have included, among other things, reducing and rescheduling interest and principal payments by negotiating new or amended credit agreements or converting outstanding principal and unpaid interest to Brady Bonds, and obtaining new credit to finance interest payments. Holders of certain foreign sovereign debt securities may be requested to participate in the restructuring of such obligations and to extend further loans to their issuers. There can be no assurance that the Brady Bonds and other foreign sovereign debt securities in which the Fund may invest will not be subject to similar restructuring arrangements or to requests for new credit which may adversely affect a Fund's holdings. Furthermore, certain participants in the secondary market for such debt may be directly involved in negotiating the terms of these arrangements and may therefore have access to information not available to other market participants. CERTIFICATES OF DEPOSIT--A certificate of deposit is a negotiable, interest-bearing instrument with a specific maturity. Certificates of deposit are issued by banks and savings and loan institutions in exchange for the deposit of funds, and normally can be traded in the secondary market prior to maturity. Certificates of deposit have penalties for early withdrawal. COMMERCIAL PAPER--Commercial paper which the Funds 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 Fund, as lender, and the borrower. Such notes provide that the interest rate on the amount S-8 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. CONVERTIBLE SECURITIES--Convertible securities are securities that are exchangeable for a set number of another security at a prestated price. Convertible securities have characteristics similar to both fixed income and equity securities. Because of the conversion feature, the market value of convertible securities tends to move together with the market value of the underlying stock. As a result, a Fund's selection of convertible securities is based, to a great extent, on the potential for capital appreciation that may exist in the underlying stock. DOLLAR ROLLS--"Dollar rolls" are transactions in which the Fund sells securities for delivery in the current month and simultaneously contracts to repurchase substantially similar securities on a specified future date. The difference between the sale price and the purchase price (plus any interest earned on the cash proceeds of the sale) is netted against the interest income foregone on the securities sold to arrive at an implied borrowing rate. Alternatively, the sale and purchase transactions can be executed at the same price, with the Fund being paid a fee as consideration for entering into the commitment to purchase. EQUITY-LINKED WARRANTS--Equity linked warrants provide a way for investors to access markets where entry is difficult and time consuming due to regulation. Typically, a broker issues warrants to an investor and then purchases shares in the local market and issues a call warrant hedged on the underlying holding. If the investor exercises his call and closes his position the shares are sold and the warrant redeemed with the proceeds. Each warrant represents one share of the underlying stock, therefore, the price, performance and liquidity of the warrant are all directly linked to the underlying stock. The warrants can be redeemed for 100% of the value of the underlying stock (less transaction costs). Being American style warrants, they can be exercised at any time. The warrants are U.S. dollar denominated and priced daily on several international stock exchanges. There are risks associated with equity-linked warrants: The investor will bear the full counterparty risk to the issuing broker, (but the sub-advisers can mitigate this by only purchasing from issuers with the highest credit rating (AA or better)). They also have a longer settlement period because they go through the same registration process as the underlying shares (about three weeks) and during this time the shares cannot be sold. There is currently no active trading market for equity-linked warrants. Certain issuers of such warrants may be deemed to be "investment companies" as defined in the 1940 Act. As a result, the Fund's investment in such warrants may be limited by certain investment restrictions contained in the 1940 Act. The International Equity, Emerging Markets Equity and International Fixed Income Funds each may invest in equity-linked warrants. 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. Investments in equity securities in general are subject to market risks that may cause their prices to fluctuate over time. The value of convertible equity securities is also affected by prevailing interest rates, the credit quality of the issuer and any call provisions. Fluctuations in the value of equity securities in which a Fund invests will cause the net asset value of the Fund to fluctuate. Investments in small or middle capitalization companies involve greater risk than is customarily associated with larger, more established companies due to the greater business risks of small size, limited markets and financial resources, narrow product lines and the frequent lack of depth of management. The securities of small or medium-sized companies are often traded over-the-counter, and may not be traded in volumes typical of securities traded on a national securities exchange. Consequently, the securities of smaller companies may have limited market stability and may be subject to more severe, abrupt or erratic market movements than securities of larger, more established companies or the market averages in general. S-9 THE EURO--On January 1, 1999, the European Monetary Union (EMU) implemented a new currency unit, the euro, which is expected to reshape financial markets, banking systems and monetary policies in Europe and other parts of the world. The countries initially expected to convert or tie their currencies to the euro include Austria, Belgium, France, Germany, Luxembourg, the Netherlands, Ireland, Finland, Italy, Portugal and Spain. Implementation of this plan means that financial transactions and market information, including share quotations and company accounts, in participating countries will be denominated in euros. A significant percentage of the stock exchange capitalization of the total European market may be reflected in euros, and participating governments will issue their bonds in euros. Monetary policy for participating countries will be uniformly managed by a new central bank, the European Central Bank (ECB). Although it is not possible to predict the eventual impact of the euro implementation plan on the Funds, the transition to the euro may change the economic environment and behavior of investors, particularly in European markets. For example, investors may begin to view those countries participating in the EMU as a single entity, and the Advisers and Sub-Advisers may need to adapt their respective investment strategy accordingly. The process of implementing the euro also may adversely affect financial markets world-wide and may result in changes in the relative strength and value of the U.S. dollar or other major currencies, as well as possible adverse tax consequences. The ongoing transition to the euro is likely to have a significant impact on fiscal and monetary policy in the participating countries and may produce unpredictable effects on trade and commerce generally. These resulting uncertainties could create increased volatility in financial markets world-wide. EUROBONDS--A Eurobond is a bond denominated in U.S. dollars or another currency and sold to investors outside of the country whose currency is used. Eurobonds may be issued by government or corporate issuers, and are typically underwritten by banks and brokerage firms from numerous countries. While Eurobonds typically pay principal and interest in Eurodollars, U.S. dollars held in banks outside of the United States, they may pay principal and interest in other currencies. FIXED INCOME SECURITIES--Fixed income securities consist primarily of debt obligations issued by governments, corporations, municipalities and other borrowers, but may also include structured securities that provide for participation interests in debt obligations. 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 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 Fund's net asset value. There are no restrictions on the average maturity of the International Fixed Income or the Emerging Markets Debt Funds or on the maturity of any single instrument held by any Fund. 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 a Fund is downgraded below investment grade, the adviser will review the situation and take appropriate action with regard to the security. Fixed income securities rated BBB or Baa lack outstanding investment characteristics, and have speculative characteristics as well. Fixed income securities 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. FORWARD FOREIGN CURRENCY CONTRACTS--The Funds may enter into forward foreign currency contracts to manage foreign currency exposure and as a hedge against possible variations in foreign exchange rates. The Funds 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 Funds, to some degree, against possible losses resulting from an adverse change in the relationship between foreign S-10 currencies and the U.S. dollar. The Funds also may invest in foreign currency futures and in options on currencies. 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. A Fund may 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 Fund's securities denominated in such foreign currency. Forward currency contracts do not eliminate fluctuations in the values of portfolio securities but rather allow a Fund to establish a rate of exchange for a future point in time. At the maturity of a forward contract, the Fund may either sell a Fund 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 Fund may realize a gain or loss from currency transactions. When entering into a contract for the purchase or sale of a security in a foreign currency, a Fund may enter into a forward foreign 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 an 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 Fund 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 Fund will also incur costs in connection with forward foreign currency contracts and conversions of foreign currencies into United States dollars. A Fund will place assets in a segregated account to assure that its obligations under forward foreign currency contracts are covered. FUTURES AND OPTIONS OF FUTURES--Futures contracts provide for the future sale by one party and purchase by another party of a specified amount of a specific security or currency 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 Fund may use futures contracts and related options for bona fide hedging purposes, to offset changes in the value of securities or currencies 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 Fund 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. An 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 index value at the close of trading of the contract and the price at which the futures contract is originally struck. No physical delivery of the securities comprising the Index is made; generally contracts are closed out prior to the expiration date of the contract. In order to avoid leveraging and related risks, when a Fund invests in futures contracts, it will cover its position by depositing an amount of cash or liquid securities equal to the market value of the futures positions held, less margin deposits, in a segregated account and that amount 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 S-11 changes in market value of the securities held by the Fund 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 options on futures. A Fund 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 Fund's net assets. HIGH YIELD FOREIGN SOVEREIGN DEBT SECURITIES--Investing in fixed and floating rate high yield foreign sovereign debt securities will expose the Emerging Markets Debt Fund to the direct or indirect consequences of political, social or economic changes in the countries that issue the securities. The ability of a foreign sovereign obligor to make timely payments on its external debt obligations will also be strongly influenced by the obligor's balance of payments, including export performance, its access to international credits and investments, fluctuations in interest rates and the extent of its foreign reserves. Countries such as those in which the Fund may invest have historically experienced, and may continue to experience, high rates of inflation, high interest rates, exchange rate or trade difficulties and extreme poverty and unemployment. Many of these countries are also characterized by political uncertainty or instability. Additional factors which may influence the ability or willingness to service debt include, but are not limited to, a country's cash flow situation, the availability of sufficient foreign exchange on the date a payment is due, the relative size of its debt service burden to the economy as a whole, and its government's policy towards the International Monetary Fund, the World Bank and other international agencies. A country whose exports are concentrated in a few commodities or whose economy depends on certain strategic imports could be vulnerable to fluctuations in international prices of these commodities or imports. To the extent that a country receives payment for its exports in currencies other than dollars, its ability to make debt payments denominated in dollars could be adversely affected. If a foreign sovereign obligor cannot generate sufficient earnings from foreign trade to service its external debt, it may need to depend on continuing loans and aid from foreign governments, commercial banks and multilateral organizations, and inflows of foreign investment. The commitment on the part of these foreign governments, multilateral organizations and others to make such disbursements may be conditioned on the government's implementation of economic reforms and/or economic performance and the timely service of its obligations. Failure to implement such reforms, achieve such levels of economic performance or repay principal or interest when due may result in the cancellation of such third parties' commitments to lend funds, which may further impair the obligor's ability or willingness to timely service its debts. ILLIQUID SECURITIES--Illiquid securities are securities that cannot be disposed of within seven days at approximately the price at which they are being carried on a Fund's books. Illiquid securities include demand instruments with demand notice periods exceeding seven days, securities for which there is no active secondary market, and repurchase agreements with maturities of over seven days in length. The Funds may invest in securities that are neither listed on a stock exchange nor traded over-the-counter, including privately placed securities. Investing in such unlisted emerging country equity securities, including investments in new and early stage companies, may involve a high degree of business and financial risk that can result in substantial losses. As a result of the absence of a public trading market for these securities, they may be less liquid than publicly traded securities. Although these securities may be resold in privately negotiated transactions, the prices realized from these sales could be less than those originally paid by the Fund, or less than what may be considered the fair value of such securities. Further, companies whose securities are not publicly traded may not be subject to the disclosure and other investor protection requirements which might be applicable if their securities were publicly traded. If such securities are required to be registered under the securities laws of one or more jurisdictions before being resold, the Fund may be required to bear the expenses of registration. S-12 In addition, the Emerging Markets Equity Fund believes that carefully selected investments in joint ventures, cooperatives, partnerships, private placements, unlisted securities and other similar situations (collectively, "special situations") could enhance the Fund's capital appreciation potential. To the extent these investments are deemed illiquid, the Emerging Markets Equity Fund's investment in them will be consistent with its 15% restriction on investment in illiquid securities. Investments in special situations and certain other instruments may be liquid, as determined by the Fund's advisers based on criteria approved by the Board of Trustees. 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 Fund 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 (which includes any investment advisory fees charged by the investment companies) 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 Fund 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 Fund would bear its ratable share of that investment company's expenses, including its advisory and administration fees. The Fund continues to pay its own management fees and other expenses with respect to their investments in shares of closed-end investment companies. LOWER RATED SECURITIES--Certain Funds may invest in lower-rated bonds commonly referred to as "junk bonds" or high-yield/high-risk securities. Lower rated securities are defined as securities rated below the fourth highest rating category by a nationally recognized statistical rating organization ("NRSRO"). Such obligations are speculative and may be in default. There may be no bottom limit on the ratings of high-yield securities that may be purchased or held by a Fund. Lower rated or unrated (I.E., high yield) securities are more likely to react to developments affecting issuers than are more highly rated securities, which primarily react to movements in the general level of interest rates. The market values of fixed-income securities tend to vary inversely with the level of interest rates. Yields and market values of high yield securities will fluctuate over time, reflecting not only changing interest rates but the market's perception of credit quality and the outlook for economic growth. When economic conditions appear to be deteriorating, medium to lower rated securities may decline in value due to heightened concern over credit quality, regardless of prevailing interest rates. Investors should carefully consider the relative risks of investing in high yield securities and understand that such securities are not generally meant for short-term investing. Adverse economic developments can disrupt the market for high yield securities, and severely affect the ability of issuers, especially highly leveraged issuers, to service their debt obligations or to repay their obligations upon maturity which may lead to a higher incidence of default on such securities. In addition, the secondary market for high yield securities, which is concentrated in relatively few market makers, may not be as liquid as the secondary market for more highly rated securities. As a result, the Fund's advisers could find it more difficult to sell these securities or may be able to sell the securities only at prices lower than if such securities were widely traded. Furthermore the Trust may experience difficulty in valuing certain securities at certain times. Prices realized upon the sale of such lower rated or unrated securities, under these circumstances, may be less than the prices used in calculating the Fund's net asset value. Lower rated or unrated debt obligations also present risks based on payment expectations. If an issuer calls the obligations for redemption, the Fund may have to replace the security with a lower yielding security, resulting in a decreased return for investors. If the Fund experiences unexpected net redemptions, S-13 it may be forced to sell its higher rated securities, resulting in a decline in the overall credit quality of the Fund's investment portfolio and increasing the exposure of the Fund to the risks of high yield securities. GROWTH OF HIGH-YIELD, HIGH-RISK BOND MARKET. The widespread expansion of government, consumer and corporate debt within the U.S. economy has made the corporate sector more vulnerable to economic downturns or increased interest rates. Further, an economic downturn could severely disrupt the market for lower rated bonds and adversely affect the value of outstanding bonds and the ability of the issuers to repay principal and interest. The market for lower-rated securities may be less active, causing market price volatility and limited liquidity in the secondary market. This may limit the Fund's ability to sell such securities at their market value. In addition, the market for these securities may be adversely affected by legislative and regulatory developments. Credit quality in the junk bond market can change suddenly and unexpectedly, and even recently issued credit ratings may not fully reflect the actual risks imposed by a particular security. SENSITIVITY TO INTEREST RATE AND ECONOMIC CHANGES. Lower rated bonds are very sensitive to adverse economic changes and corporate developments. During an economic downturn or substantial period of rising interest rates, highly leveraged issuers may experience financial stress that would aversely affect their ability to service their principal and interest payment obligations, to meet projected business goals, and to obtain additional financing. If the issuer of a bond defaulted on its obligations to pay interest or principal or entered into bankruptcy proceedings, the Fund may incur losses or expenses in seeking recovery of amounts owed to it. In addition, periods of economic uncertainty and change can be expected to result in increased volatility of market prices of high-yield, high-risk bonds and the Fund's net asset value. PAYMENT EXPECTATIONS. High-yield, high-risk bonds may contain redemption or call provisions. If an issuer exercised these provisions in a declining interest rate market, the Fund would have to replace the security with a lower yielding security, resulting in a decreased return for investors. Conversely, a high- yield, high-risk bond's value will decrease in a rising interest rate market, as will the value of the Fund's assets. If the Fund experiences significant unexpected net redemptions, this may force it to sell high-yield, high-risk bonds without regard to their investment merits, thereby decreasing the asset base upon which expenses can be spread and possibly reducing the Fund's rate of return. TAXES. The Fund may purchase debt securities (such as zero-coupon or pay-in-kind securities) that contain original issue discount. Original issue discount that accrues in a taxable year is treated as earned by a Fund and therefore is subject to the distribution requirements of the tax code even though the Fund has not received any interest payments on such obligations during that period. Because the original issue discount earned by the Fund in a taxable year may not be represented by cash income, the Fund may have to dispose of other securities and use the proceeds to make distributions to shareholders. LOAN PARTICIPATIONS AND ASSIGNMENTS--Loan participations are interests in loans to corporations or governments which are administered by the lending bank or agent for a syndicate of lending banks, and sold by the lending bank, financial institution or syndicate member ("intermediary bank"). In a loan participation, the borrower will be deemed to be the issuer of the participation interest, except to the extent the Fund derives its rights from the intermediary bank. Because the intermediary bank does not guarantee a loan participation in any way, a loan participation is subject to the credit risks generally associated with the underlying borrower. In the event of the bankruptcy or insolvency of the borrower, a loan participation may be subject to certain defenses that can be asserted by such borrower as a result of improper conduct by the intermediary bank. In addition, in the event the underlying borrower fails to pay principal and interest when due, the Fund may be subject to delays, expenses and risks that are greater than those that would have been involved if the Fund had purchased a direct obligation of such borrower. Under the terms of a loan participation, the Fund may be regarded as a creditor of the intermediary bank, (rather than of the underlying borrower), so that the Fund may also be subject to the risk that the intermediary bank may become insolvent. S-14 Loan assignments are investments in assignments of all or a portion of certain loans from third parties. When a Fund purchases assignments from lenders it will acquire direct rights against the borrower on the loan. Since assignments are arranged through private negotiations between potential assignees and assignors, however, the rights and obligations acquired by the Fund may differ from, and be more limited than, those held by the assigning lender. Loan participations and assignments may be considered liquid, as determined by the Funds' advisers based on criteria approved by the Board of Trustees. MONEY MARKET INSTRUMENTS--Money market securities are high-quality, dollar and non 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 and governments that issue high-quality commercial paper or similar securities; and (v) repurchase agreements involving any of the foregoing obligations entered into with highly-rated banks and broker-dealers. MORTGAGE-BACKED SECURITIES--The Funds may invest in mortgage-backed securities issued by the Government National Mortgage Association ("GNMA") and certain government-related organizations such as Fannie Mae and the Federal Home Loan Mortgage Corporation ("FHLMC"), as well as by non-governmental issuers such as commercial banks, savings and loan institutions, mortgage bankers, and private mortgage insurance companies. Mortgage-backed securities are instruments that entitle the holder to a share of all interest and principal payments from mortgages underlying the security. The mortgages backing these securities include conventional fifteen- and thirty-year fixed-rate mortgages, graduated payment mortgages, adjustable rate mortgages and balloon mortgages. During periods of declining interest rates, prepayment of mortgages underlying mortgage-backed securities can be expected to accelerate. Prepayment of mortgages which underlie securities purchased at a premium often results in capital losses, while prepayment of mortgages purchased at a discount often results in capital gains. Because of these unpredictable prepayment characteristics, it is often not possible to predict accurately the average life or realized yield of a particular issue. Although certain mortgage-backed securities are guaranteed by a third-party or otherwise similarly secured, the market value of the security, which may fluctuate, is not so secured. If a Fund purchases a mortgage-backed security at a premium, that portion may be lost if there is a decline in the market value of the security whether resulting from changes in interest rates or prepayments in the underlying mortgage collateral. As with other interest-bearing securities, the prices of such securities are inversely affected by changes in interest rates. However, though the value of a mortgage-backed security may decline when interest rates rise, the converse is not necessarily true since in periods of declining interest rates the mortgages underlying the securities are prone to prepayment. When the mortgage-backed securities held by a Fund are prepaid, the Fund must reinvest the proceeds in securities the yield of which reflects prevailing interest rates, which may be lower than the prepaid security. For this and other reasons, a mortgage-backed security's stated maturity may be shortened by unscheduled prepayments of the underlying mortgages and, therefore, it is not possible to predict accurately the security's return to a Fund. In addition, regular payments received in respect to mortgage-backed securities include both interest and principal. No assurance can be given as to the return a Fund will receive when these amounts are reinvested. A Fund may also invest in mortgage-backed securities that are collateralized mortgage obligations structured on pools of mortgage pass-through certificates or mortgage loans. For purposes of determining the average maturity of a mortgage-backed security in its investment portfolio, a Fund will utilize the expected average life of the security, as estimated in good faith by the Fund's advisers. Unlike most single family residential mortgages, commercial real estate property loans often contain provisions which substantially reduce the likelihood that such securities will be prepaid. The provisions generally impose significant prepayment penalties on loans and, in some cases there may be prohibitions on principal prepayments for several years following origination. S-15 GOVERNMENT PASS-THROUGH SECURITIES: These are securities that are issued or guaranteed by a U.S. Government agency representing an interest in a pool of mortgage loans. The primary issuers or guarantors of these mortgage-backed securities in the United States are GNMA, Fannie Mae and the FHLMC. GNMA, Fannie Mae and FHLMC guarantee timely distributions of interest to certificate holders. GNMA and Fannie Mae also guarantee timely distributions of scheduled principal. FHLMC generally guarantees only the ultimate collection of principal of the underlying mortgage loan. Fannie Mae and FHLMC obligations are not backed by the full faith and credit of the U.S. Government as GNMA certificates are, but Fannie Mae and FHLMC securities are supported by the instrumentalities' right to borrow from the U.S. Treasury. Government and private guarantees do not extend to the securities' value, which is likely to vary inversely with fluctuations in interest rates. PRIVATE PASS-THROUGH SECURITIES: These are mortgage-backed securities issued by a non-governmental entity, such as a trust. While they are generally structured with one or more types of credit enhancement, private pass-through securities typically lack a guarantee by an entity having the credit status of a governmental agency or instrumentality. COMMERCIAL MORTGAGE-BACKED SECURITIES ("CMBS"): CMBS are generally multi-class or pass-through securities backed by a mortgage loan or a pool of mortgage loans secured by commercial property, such as industrial and warehouse properties office buildings, retail space and shopping malls, multifamily properties and cooperative apartments. The commercial mortgage loans that underlie CMBS are generally not amortizing or not fully amortizing. That is, at their maturity date, repayment of the remaining principal balance or "balloon" is due and is repaid through the attainment of an additional loan of sale of the property. COLLATERALIZED MORTGAGE OBLIGATIONS ("CMOS"): CMOs are debt obligations of multiclass pass-through certificates issued by agencies or instrumentalities of the U.S. Government or by private originators or investors in mortgage loans. Principal payments on the underlying mortgage assets may cause CMOs to be retired substantially earlier than their stated maturities or final distribution dates, resulting in a loss of all or part of any premium paid. Each class of a CMO is issued with a specific fixed or floating coupon rate and has a stated maturity or final distribution date. REMICS: A REMIC is a CMO that qualifies for special tax treatment under the Internal Revenue Code and invests in certain mortgages principally secured by interests in real property. Investors may purchase beneficial interests in REMICs, which are known as "regular" interests, or "residual" interests. Guaranteed REMIC pass-through certificates ("REMIC Certificates") issued by Fannie Mae, GNMA or FHLMC represent beneficial ownership interests in a REMIC trust consisting principally of mortgage loans or Fannie Mae, FHLMC or GNMA-guaranteed mortgage pass-through certificates. For FHLMC REMIC Certificates, FHLMC guarantees the timely payment of interest, and also guarantees the payment of principal as payments are required to be made on the underlying mortgage participation certificates. Fannie Mae REMIC Certificates are issued and guaranteed as to timely distribution of principal and interest by Fannie Mae. GNMA REMIC Certificates are backed by the full faith and credit of the U.S. Government. PARALLEL PAY SECURITIES; PAC BONDS: Parallel pay CMOs and REMICs are structured to provide payments of principal on each payment date to more than one class. These simultaneous payments are taken into account in calculating the stated maturity date or final distribution date of each class, which must be retired by its stated maturity date or final distribution date, but may be retired earlier. Planned Amortization Class CMOs ("PAC Bonds") generally require payments of a specified amount of principal on each payment date. PAC Bonds are always parallel pay CMOs with the required principal payment on such securities having the highest priority after interest has been paid to all classes. PFANDBRIEFE: A Pfandbriefe is a fixed-term, fixed-rate bond issued by a German mortgage bank or a public-sector bank to finance secured real estate loans or public sector loans. Although Pfandbriefe are collateralized securities, the issuer assumes all of the prepayment risk. S-16 NON-DIVERSIFICATION--The International Fixed Income and Emerging Markets Debt Funds are non-diversified investment companies, as defined in the Investment Company Act of 1940, as amended (the "1940 Act"), which means that a relatively high percentage of assets of the Funds may be invested in the obligations of a limited number of issuers. Although the advisers generally do not intend to invest more than 5% of each Fund's assets in any single issuer (with the exception of securities which are issued or guaranteed by a national government), the value of shares of the Funds may be more susceptible to any single economic, political or regulatory occurrence than the shares of a diversified investment company would be. The Funds intend to satisfy the diversification requirements necessary to qualify as a regulated investment company under the Internal Revenue Code of 1986, as amended (the "Code"), which requires that the Funds be diversified (I.E., not invest more than 5% of their assets in the securities in any one issuer) as to 50% of their assets. OBLIGATIONS OF SUPRANATIONAL ENTITIES--Supranational entities are entities established through 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 Fund may purchase and write put and call options on indices or securities and enter into related closing transactions. A put option on a security 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 on a security 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. 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 Fund 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 Fund will be "covered," which means that the Fund will own an equal amount of the underlying foreign currency. With respect to put options on foreign currency written by a Fund, the Fund will establish a segregated account with its custodian consisting of cash or liquid securities in an amount equal to the amount the Fund would be required to pay upon exercise of the put. All options written on indices or securities must be covered. When a Fund writes an option on an index or security, it will establish a segregated account containing cash or liquid securities 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. A Fund may purchase put and call options on securities 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 Fund may seek to purchase in the future. A Fund 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 Fund, loss of the premium paid may be offset by an increase in the value of the Fund's securities or by a decrease in the cost of acquisition of securities by the Fund. S-17 A Fund may write 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. A Fund will write only "covered" call options. When a Fund 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 Fund will realize as profit the premium received for such option. When a call option of which a Fund is the writer is exercised, the Fund 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 Fund is the writer is exercised, the Fund will be required to purchase the underlying securities at the strike price, which may be in excess of the market value of such securities. The initial purchase (sale) of an option contract is an "opening transaction." In order to close out an option position, a Fund 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. The ability of a Fund to enter into closing transactions depends upon the existence of a liquid secondary market for such transactions. A Fund 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 Securities and Exchange Commission (the "SEC") that OTC options are generally illiquid. 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 Fund 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. PAY-IN-KIND-BONDS--Pay-in-kind bonds are securities which, at the issuer's option, pay interest in either cash or additional securities for a specified period. Pay-in-kind bonds, like zero coupon bonds, are designed to give an issuer flexibility in managing cash flow. Pay-in-kind bonds are expected to reflect the market value of the underlying debt plus an amount representing accrued interest since the last payment. Pay-in-kind bonds are usually less volatile than zero coupon bonds, but more volatile than cash pay securities. 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 to participate in privatizations in certain foreign countries may be limited by local law, or the terms on which a Fund 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. RECEIPTS--Receipts are interests in separately traded interest and principal component parts of U.S. Government obligations that are issued by banks or brokerage firms and are created by depositing U.S. Government obligations into a special account at a custodian bank. The custodian holds the interest and principal payments for the benefit of the registered owners of the certificates or receipts. The custodian arranges for the issuance of the certificates or receipts evidencing ownership and maintains the register. Receipts are sold as zero coupon securities, which means that they are sold at a substantial discount and redeemed at face value at their maturity date without interim cash payments of interest or principal. This discount is accreted over the life of the security, and such accretion will constitute the S-18 income earned on the security for both accounting and tax purposes. Because of these features, such securities may be subject to greater interest rate volatility than interest paying investments. Receipts include "Treasury Receipts" ("TRs"), "Treasury Investment Receipts" ("TIGRs"), "Liquid Yield Option Notes" ("LYONs") and "Certificates of Accrual on Treasury Securities" ("CATS"). LYONs, TIGRs and CATS are interests in private proprietary accounts while TRs and STRIPS (See "U.S. Treasury Obligations") are interests in accounts sponsored by the U.S. Treasury. Receipts are sold as zero coupon securities; see "Zero Coupon Securities." REPURCHASE AGREEMENTS--Repurchase agreements 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. A Fund involved bears a risk of loss in the event that the other party to a repurchase agreement defaults on its obligations and the Fund is delayed or prevented from exercising its rights to dispose of the collateral or if the Fund realizes a loss on the sale of the collateral. The Advisers 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 Funds 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 Fund will have actual or constructive possession of the security or collateral for the repurchase agreement. Repurchase agreements entered into by the Funds 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 Fund, the Custodian or its agent must take possession of the underlying collateral. However, if the seller defaults, the Fund 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 Fund may incur delay and costs in selling the security and may suffer a loss of principal and interest if the Fund is treated as an unsecured creditor. Repurchase agreements are considered loans under the 1940 Act. RESTRICTED SECURITIES--Restricted securities are securities that may not be sold freely to the public absent registration under the Securities Act of 1933, as amended (the "1933 Act"), or an exemption from registration. Section 4(2) commercial paper is issued in reliance on an exemption from registration under Section 4(2) of the 1933 Act, and is generally sold to institutional investors who purchase for investment. Any resale of such commercial paper must be in an exempt transaction, usually to an institutional investor through the issuer or investment dealers who make a market on such commercial paper. Additionally, a Fund may purchase restricted securities in excess of the Fund's limitation on investments in illiquid securities if the Adviser or Sub-Adviser determines that such restricted securities are liquid. Rule 144A securities are securities re-sold in reliance on an exemption from registration provided by Rule 144A under the 1933 Act. REVERSE REPURCHASE AGREEMENTS--Certain Funds may borrow funds for temporary purposes by entering into reverse repurchase agreements. Pursuant to such agreements, a Fund would sell portfolio securities to financial institutions such as banks and broker-dealers, and agree to repurchase them at a mutually agreed-upon date and price. A Fund enters into reverse repurchase agreements only to avoid otherwise selling securities during unfavorable market conditions to meet redemptions. At the time the Fund enters into a reverse repurchase agreement, it places in a segregated account cash or liquid securities having a value equal to the repurchase price (including accrued interest), and will subsequently monitor the account to ensure that such equivalent value is maintained. Reverse repurchase agreements involve the risk that the market value of the securities sold by a Fund may decline below the price at which it is obligated to repurchase the securities. Reverse repurchase agreements are considered to be borrowings by a Fund under the 1940 Act. S-19 SECURITIES LENDING--In order to generate additional income, a Fund may lend securities which it owns pursuant to agreements requiring that the loan be continuously secured by collateral consisting of cash or securities of the U.S. Government or its agencies equal to at least 100% of the market value of the loaned securities. A Fund continues to receive interest on the loaned securities while simultaneously earning interest on the investment of cash collateral. Collateral is marked to market daily. There may be risks of delay in recovery of the securities or even loss of rights in the collateral should the borrower of the securities fail financially or become insolvent. Loans are made only to borrowers deemed by the advisers to be in good standing and when, in the judgment of the advisers, the consideration that can be earned currently from such loaned securities justifies the attendant risk. Any loan may be terminated by either party upon reasonable notice to the other party. Each of the Funds may use the Distributor as a broker in these transactions. SECURITIES OF FOREIGN AND EMERGING MARKET 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 or currency 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 Fund's investments denominated in foreign currencies will depend on the relative strengths of those currencies and the U.S. dollar, and a Fund may be affected favorably or unfavorably by changes in the exchange rates or exchange or currency 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 Fund. A Fund's investments in emerging markets can be considered speculative, and therefore may offer higher potential for gains and losses than investments in developed markets of the world. With respect to any emerging country, there may be a 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 or currency controls, managed adjustments in relative currency values and other protectionist measures imposed or negotiated by the countries with which they trade. In addition to the risks of investing in emerging market country debt securities, a Fund's investment in government, government-related and restructured debt instruments are subject to special risks, including the inability or unwillingness to repay principal and interest, requests to reschedule or restructure outstanding debt, and requests to extend additional loan amounts. A Fund may have limited recourse in the event of default on such debt instruments. SHORT SALES--A short sale involves the sale by a Fund of a security which it does not own. A Fund 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 Fund owns (or has the right to acquire) at least an equal amount of the securities or securities convertible into, or exchangeable without further consideration for, securities of the same issue as the securities that are sold short. S-20 SOVEREIGN DEBT--The cost of servicing external debt will also generally be adversely affected by rising international interest rates, because many external debt obligations bear interest at rates which are adjusted based upon international interest rates. The ability to service external debt will also depend on the level of the relevant government's international currency reserves and its access to foreign exchange. Currency devaluations may affect the ability of a sovereign obligor to obtain sufficient foreign exchange to service its external debt. As a result of the foregoing or other factors, a governmental obligor may default on its obligations. If such an event occurs, a Fund may have limited legal recourse against the issuer and/or guarantor. Remedies must, in some cases, be pursued in the courts of the defaulting party itself, and the ability of the holder of foreign sovereign debt securities to obtain recourse may be subject to the political climate in the relevant country. In addition, no assurance can be given that the holders of commercial bank debt will not contest payments to the holders of other foreign sovereign debt obligations in the event of default under their commercial bank loan agreements. STRUCTURED SECURITIES--The Emerging Markets Debt Fund may invest a portion of its assets in entities organized and operated solely for the purpose of restructuring the investment characteristics of sovereign debt obligations of emerging market issuers. This type of restructuring involves the deposit with, or purchase by, an entity, such as a corporation or trust, of specified instruments (such as commercial bank loans or Brady Bonds) and the issuance by that entity of one or more classes of securities ("Structured Securities") backed by, or representing interests in, the underlying instruments. The cash flow on the underlying instruments may be apportioned among the newly issued Structured Securities to create securities with different investment characteristics, such as varying maturities, payment priorities and interest rate provisions, and the extent of the payments made with respect to Structured Securities is dependent on the extent of the cash flow on the underlying instruments. Because Structured Securities of the type in which the Fund anticipates it will invest typically involve no credit enhancement, their credit risk generally will be equivalent to that of the underlying instruments. The Fund is permitted to invest in a class of Structured Securities that is either subordinated or unsubordinated to the right of payment of another class. Subordinated Structured Securities typically have higher yields and present greater risks than unsubordinated Structured Securities. Structured Securities are typically sold in private placement transactions, and there currently is no active trading market for Structured Securities. Certain issuers of such structured securities may be deemed to be "investment companies" as defined in the 1940 Act. As a result, the Fund's investment in such securities may be limited by certain investment restrictions contained in the 1940 Act. SWAP, 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 Fund anticipates purchasing at a later date. Swap agreements will tend to shift a Fund'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 Fund's investment and their share price and yield. 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. 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. S-21 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 Fund'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 Fund may also suffer losses if it is unable to terminate outstanding swap agreements or reduce its exposure through offsetting transactions. Any obligation a Fund may have under these types of arrangements will covered by setting aside cash or liquid securities in a segregated account. A Fund will enter into swaps only with counterparties believed to be creditworthy. TIME DEPOSITS--Time deposits are non-negotiable receipts issued by a bank in exchange for the deposit of funds. Like a certificate of deposit, it earns a specified rate of interest over a definite period of time; however, it cannot be traded in the secondary market. Time deposits with a withdrawal penalty or that mature in more than seven days, are considered to be illiquid. 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., Fannie Mae 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 market 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 Fund'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. U.S. TREASURY RECEIPTS--U.S. Treasury receipts are interests in separately traded interest and principal component parts of U.S. Treasury obligations that are issued by banks or brokerage firms and are created by depositing U.S. Treasury notes and obligations into a special account at a custodian bank. The custodian holds the interest and principal payments for the benefit of the registered owners of the certificates of receipts. The custodian arranges for the issuance of the certificates or receipts evidencing ownership and maintains the register. 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 securities are securities that involve the purchase of debt obligations on a when-issued basis, in which case delivery and payment S-22 normally take place within 45 days after the date of commitment to purchase. The payment obligation and the interest rate that will be received on the securities are each fixed at the time the purchaser enters into the commitment. Purchasing when-issued obligations results in leveraging, and can involve a risk that the yields available in the market when the delivery takes place may actually be higher than those obtained in the transaction itself. In that case there could be an unrealized loss at the time of delivery. When a Fund agrees to purchase when-issued securities, it will earmark or segregate cash or liquid securities in an amount equal to the Fund's commitment to purchase these securities. One form of when-issued or delayed-delivery security that a Fund may purchase is a TBA mortgage-backed security. A TBA mortgage-backed security transaction arises when a mortgage-backed security, such as a GNMA pass-through security, is purchased or sold with specific pools that will constitute that GNMA pass-through security to be announced on a future settlement date. YANKEE OBLIGATIONS--Yankee obligations ("Yankees") are U.S. dollar-denominated instruments of foreign issuers who either register with the SEC or issue under Rule 144A under the Securities Act of 1933 Act. These obligations consist of debt securities (including preferred or preference stock of non-governmental issuers), certificates of deposit, fixed time deposits and bankers' acceptances issued by foreign banks, and debt obligations of foreign governments or their subdivisions, agencies and instrumentalities, international agencies and supranational entities. Some securities issued by foreign governments or their subdivisions, agencies and instrumentalities may not be backed by the full faith and credit of the foreign government. The Yankee obligations selected for a Fund will adhere to the same quality standards as those utilized for the selection of domestic debt obligations. ZERO COUPON SECURITIES--Zero coupon securities are securities that are sold at a discount to par value and securities on which interest payments are not made during the life of the security. Upon maturity, the holder is entitled to receive the par value of the security. While interest payments are not made on such securities, holders of such securities are deemed to have received "phantom income" annually. Because a Fund will distribute its "phantom income" to shareholders, to the extent that shareholders elect to receive dividends in cash rather than reinvesting such dividends in additional shares, a Fund will have fewer assets with which to purchase income producing securities. Zero coupon, pay-in-kind and deferred payment securities may be subject to greater fluctuation in value and lesser liquidity in the event of adverse market conditions than comparably rated securities paying cash interest at regular interest payment periods. STRIPS and Receipts (TRs, TIGRs, LYONS and CATS) are sold as zero coupon securities, that is, fixed income securities that have been stripped of their unmatured interest coupons. Zero coupon securities are sold at a (usually substantial) discount and redeemed at face value at their maturity date without interim cash payments of interest or principal. The amount of this discount is accreted over the life of the security, and the accretion constitutes the income earned on the security for both accounting and tax purposes. Because of these features, the market prices of zero coupon securities are generally more volatile than the market prices of securities that have similar maturity but that pay interest periodically. Zero coupon securities are likely to respond to a greater degree to interest rate changes that are non-zero coupon securities with similar maturity and credit qualities. The Fund may have to dispose of its portfolio securities under disadvantageous circumstances to generate cash, or may have to leverage itself by borrowing cash to satisfy income distribution requirements. A Fund accrues income with respect to the securities prior to the receipt of cash payments. Pay-in-kind securities are securities that have interest payable by delivery of additional securities. Deferred payment securities are securities that remain zero coupon securities until a predetermined date, at which time the stated coupon rate becomes effective and interest becomes payable at regular intervals. CORPORATE ZERO COUPON SECURITIES--Corporate zero coupon securities are: (i) notes or debentures which do not pay current interest and are issued at substantial discounts from par value, or (ii) notes or debentures that pay no current interest until a stated date one or more years into the future, after which S-23 date the issuer is obligated to pay interest until maturity, usually at a higher rate than if interest were payable from the date of issuance, and may also make interest payments in kind (E.G., with identical zero coupon securities). Such corporate zero coupon securities, in addition to the risks identified above, are subject to the risk of the issuer's failure to pay interest and repay principal in accordance with the terms of the obligation. DESCRIPTION OF RATINGS The following descriptions are summaries of published ratings. Additional information about ratings is in the Appendix to this Statement of Additional Information. DESCRIPTION OF COMMERCIAL PAPER RATINGS Commercial paper rated A by 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 are judged by Moody's to be of the "superior" quality and "strong" quality, respectively, on the basis of relative repayment capacity. The rating F1 (Highest Grade) is the highest commercial rating assigned by Fitch Inc. ("Fitch"). Paper rated F1 is regarded as having the strongest degree of assurance for timely payment. The rating F2 (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 TBW-1 by Thomson BankWatch ("Thomson") indicates a very high likelihood that principal and interest will be paid on a timely basis. INVESTMENT LIMITATIONS Each of the International Equity, Emerging Markets Equity, Emerging Markets Debt and Tax-Managed International Equity Funds 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 Emerging Markets Debt Fund. 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 Fund to purchase securities or require a Fund 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. S-24 4. Make loans if, as a result, more than 33 1/3% of its total assets would be lent to other parties, except that each Fund 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. 5. Purchase or sell real estate, physical commodities, or commodities contracts, except that each Fund may purchase (i) marketable securities issued by companies which own or invest in real estate (including REITs), commodities, or commodities contracts, and (ii) commodities contracts relating to financial instruments, such as financial futures contracts and options on such contracts. 6. Act as an underwriter of securities of other issuers except as it may be deemed an underwriter in selling a fund security. 7. 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 SEC. 8. Invest in interests in oil, gas or other mineral exploration or development programs and oil, gas or mineral leases. This limitation does not apply to the Tax-Managed International Equity Fund. The International Fixed Income Fund may not: 1. Purchase any securities which would cause more than 25% of the total assets of the Fund 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 obligations issued or guaranteed by the United States Government or its agencies and instrumentalities. 2. Borrow money except for temporary or emergency purposes and then only in an amount not exceeding 10% of the value of the total assets of the Fund. This borrowing provision is included solely to facilitate the orderly sale of fund securities to accommodate substantial redemption requests if they should occur and is not for investment purposes. All borrowings will be repaid before making additional investments for the Fund and any interest paid on such borrowings will reduce the income of the Fund. 3. Pledge, mortgage or hypothecate assets except to secure temporary borrowings as described in the Prospectuses in aggregate amounts not to exceed 10% of the net assets of such Fund taken at current value at the time of the incurrence of such loan. 4. Make loans, except that the Fund may (i) purchase or hold debt securities in accordance with its investment objectives and policies; (ii) engage in securities lending as described in this Prospectus and in the Statement of Additional Information; and (iii) enter into repurchase agreements, provided that repurchase agreements and time deposits maturing in more than seven days, and other illiquid securities, including securities which are not readily marketable or are restricted, are not to exceed, in the aggregate, 10% of the total assets of the Fund. 5. Invest in companies for the purpose of exercising control. 6. Acquire more than 10% of the voting securities of any one issuer. 7. Purchase or sell real estate, real estate limited partnership interests, commodities or commodities contracts. However, subject to its permitted investments, the Fund may purchase obligations issued by companies which invest in real estate, commodities or commodities contracts. 8. Make short sales of securities, maintain a short position or purchase securities on margin, except as described in the Prospectus and except that the Trust may obtain short-term credits as necessary for the clearance of security transactions. 9. Act as an underwriter of securities of other issuers except as it may be deemed an underwriter in selling a portfolio security. S-25 10. Purchase securities of other investment companies except as permitted by the 1940 Act and the rules and regulations thereunder and may only purchase securities of money market funds. Under these rules and regulations, the Fund is prohibited from acquiring the securities of other investment companies if, as a result of such acquisition, the Fund owns more then 3% of the total voting stock of the company; securities issued by any one investment company represent more than 5% of the total Fund assets; or securities (other than treasury stock) issued by all investment companies represent more than 10% of the total assets of the Fund. A Fund's purchase of such investment company securities results in the bearing of expenses such that shareholders would indirectly bear a proportionate share of the operating expenses of such investment companies, including advisory fees. 11. Issue senior securities (as defined in the 1940 Act) except in connection with permitted borrowing as described in the Prospectuses and this Statement of Additional Information or as permitted by rule, regulation or order of the SEC. 12. 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 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. 13. 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. 14. Invest in interests in oil, gas or other mineral exploration or development programs and oil, gas or mineral leases. 15. Purchase restricted securities (securities which must be registered under the 1933 Act, before they may be offered or sold to the public) or other illiquid securities except as described in the Prospectuses and this Statement of Additional Information. For purposes of the industry concentration limitations discussed above, these definitions apply to each Fund, and for purposes of the International Fixed Income and Tax-Managed International Equity Funds, these limitations form part of the fundamental limitation: (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 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 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 and may be changed without shareholder approval. Each of the International Equity, Emerging Markets Equity, Emerging Market Debt and Tax-Managed International Equity Funds may not: 1. Pledge, mortgage or hypothecate assets except to secure borrowings permitted by the Fund's fundamental limitation on borrowing. S-26 2. Invest in companies for the purpose of exercising control. 3. Purchase securities on margin or effect short sales, except that each Fund 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 are not readily marketable if, in the aggregate, more than 15% of its total assets would be invested in such securities. 5. Purchase or hold 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 net assets would be invested in illiquid securities. 6. Invest its assets in securities of any investment company, except as permitted by the 1940 Act. 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. THE ADMINISTRATOR The Trust and SEI Investments Fund Management ("SEI Management" or the "Administrator") have entered into a Administration Agreement (the "Administration Agreement"). The Administration Agreement provides that the Administrator 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 Administration Agreement relates, except a loss resulting from willful misfeasance, bad faith or gross negligence on the part of the Administrator in the performance of its duties or from reckless disregard of its duties and obligations thereunder. The continuance of the Administration 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 Funds, and (ii) by the vote of a majority of the Trustees of the Trust who are not parties to the Administration 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 Administration 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 Funds or by the Administrator 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 Administrator, a Delaware business trust, has its principal business offices at Oaks, Pennsylvania 19456. SEI Investments Management Corporation ("SIMC"), a wholly-owned subsidiary of SEI Investments Company ("SEI Investments"), is the owner of all beneficial interest in the Administrator. SEI Investments and its subsidiaries and affiliates, including the Administrator are leading providers of funds evaluation services, trust accounting systems, and brokerage and information services to financial institutions, institutional investors, and money managers. The Administrator and its affiliates also serve as administrator or sub-administrator to the following other mutual funds including, but without limitation: The Achievement Funds Trust, The Advisors' Inner Circle Fund, Alpha Select Funds, Amerindo Funds, Inc., The Arbor Fund, ARK Funds, Armada Funds, The Armada Advantage Fund, Bishop Street Funds, CNI Charter Funds, CUFUND, The Expedition Funds, First American Funds, Inc., First American Investment Funds, Inc., First American Strategy Funds, Inc., First Omaha Funds, Inc., Friends Ivory Funds, HighMark Funds, Huntington Funds, Huntington VA Funds, JohnsonFamily Funds, Inc., The Nevis Fund, Inc., Oak Associates Funds, The PBHG Funds, Inc., PBHG Insurance Series Fund, Inc., The Pillar Funds, Pitcairn Funds, SEI Asset Allocation Trust, SEI Daily Income Trust, SEI Index Funds, SEI Institutional S-27 Investments Trust, SEI Institutional Managed Trust, SEI Insurance Products Trust, SEI Liquid Asset Trust, SEI Tax Exempt Trust, STI Classic Funds, STI Classic Variable Trust, TIP Funds, UAM Funds Trust, UAM Funds, Inc. and UAM Funds, Inc. II. If operating expenses of any Fund exceed applicable limitations, the Administrator will pay such excess. The Administrator will not be required to bear expenses of any Fund to an extent which would result in the Fund'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 September 30, 1998, September 30, 1999, and September 30, 2000, the Funds paid fees to the Administrator as follows:
ADMINISTRATION FEES PAID ADMINISTRATION FEES (REIMBURSED) (000) WAIVED (000) ------------------------------ ------------------------------ FUND 1998 1999 2000 1998 1999 2000 ---- -------- -------- -------- -------- -------- -------- International Equity Fund.......... $2,645 $6,241 $11,669 $ 0 $ 0 $ 0 Emerging Markets Equity Fund....... $2,016 $4,600 $ 7,937 $ 0 $ 0 $ 59 International Fixed Income Fund.... $1,637 $3,908 $ 5,773 $ 0 $ 0 $ 13 Emerging Markets Debt Fund......... $ 604 $1,458 $ 2,568 $ 33 $ 0 $ 0 Tax-Managed International Equity Fund............................. $ * $ * $ * $ * $ * $ *
------------------------ * Not in operation during such period. THE ADVISERS AND SUB-ADVISERS SEI INVESTMENTS MANAGEMENT CORPORATION SEI Investments Management Corporation ("SIMC" or the "Adviser") serves as the investment adviser for the International Equity, Emerging Markets Equity and Emerging Markets Debt Funds. SIMC is a wholly-owned subsidiary of SEI Investments, a financial services company. The principal business address of SIMC and SEI Investments is Oaks, Pennsylvania 19456. SEI Investments was founded in 1968 and is a leading provider of investment solutions to banks, institutional investors, investment advisers and insurance companies. Affiliates of SIMC have provided consulting advice to institutional investors for more than 20 years, including advice regarding selection and evaluation of investment advisers. SIMC and its affiliates currently serve as adviser to more than 59 investment companies, including more than 70 funds which investment companies had more than $64 billion in assets under management as of December 31, 2000. In its role as the investment adviser to the International Equity, Emerging Markets Equity, Emerging Markets Debt, and Tax-Managed International Equity Funds, SIMC operates as a "manager of managers." As adviser, SIMC oversees the investment advisory services provided to the International Equity, Emerging Markets Equity, Emerging Markets Debt, and Tax-Managed International Equity Funds and manages the cash portion of the International Equity, Tax-Managed International Equity, and Emerging Markets Equity Funds' assets. Pursuant to separate sub-advisory agreements with SIMC, and under the supervision of SIMC and the Board of Trustees, the sub-advisers are responsible for the day-to-day investment management of all or a discrete portion of the assets of the International Equity, Tax-Managed International Equity, Emerging Markets Equity and Emerging Markets Debt Funds. The sub-advisers are selected based primarily upon the research and recommendations of SIMC, which evaluates quantitatively and qualitatively each sub-adviser's skills and investment results in managing assets for specific asset classes, investment styles and strategies. S-28 Subject to Board review, SIMC allocates and, when appropriate, reallocates the Funds' assets among sub-advisers, monitors and evaluates sub-adviser performance, and oversees sub-adviser compliance with the Funds' investment objectives, policies and restrictions. SIMC HAS THE ULTIMATE RESPONSIBILITY FOR THE INVESTMENT PERFORMANCE OF THE INTERNATIONAL EQUITY, TAX-MANAGED INTERNATIONAL EQUITY, EMERGING MARKETS EQUITY AND EMERGING MARKETS DEBT FUNDS DUE TO ITS RESPONSIBILITY TO OVERSEE SUB-ADVISERS AND RECOMMEND THEIR HIRING, TERMINATION AND REPLACEMENT. For these advisory services, SIMC is entitled to a fee, which is calculated daily and paid monthly, at an annual rate of 0.505% of the International Equity Fund's average daily net assets, 0.51% of the Tax-Managed International Equity Fund's average daily net assets, 1.05% of the Emerging Markets Equity Fund's average daily net assets, and 0.85% of the Emerging Markets Debt Fund's average daily net assets. For the fiscal year ended September 30, 2000, the International Equity, Emerging Markets Equity and Emerging Markets Debt Funds paid advisory fees, after fee waivers, of 0.50%, 0.89%, and 0.40% respectively, of their average daily net assets. SIMC paid the sub-advisers a fee based on a percentage of the average monthly market value of the assets managed by each sub-adviser out of its advisory fee. SIMC and the Trust have obtained an exemptive order from the Securities and Exchange Commission (the "SEC") that permits SIMC, with the approval of the Trust's Board of Trustees, to retain sub-advisers unaffiliated with SIMC for the Funds without submitting the sub-advisory agreements to a vote of the Funds' shareholders. The exemptive relief permits the disclosure of only the aggregate amount payable by SIMC under all such sub-advisory agreements for each Fund. The Funds will notify shareholders in the event of any addition or change in the identity of its sub-advisers. STRATEGIC FIXED INCOME, L.L.C. Strategic Fixed Income, L.L.C. ("Strategic") serves as the investment adviser to the International Fixed Income Fund. Strategic is a Delaware limited liability company whose predecessor was formed in 1991 to manage multi-currency fixed income portfolios. The managing member 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 December 31, 2000, Strategic managed $3.5 billion of client assets. The principal address of Strategic is 1001 Nineteenth Street North, Suite 1720, Arlington, Virginia 22209. Strategic is entitled to a fee which is calculated daily and paid monthly by the Fund, at an annual rate of 0.15% of the average daily net assets of the International Fixed Income Fund. For the fiscal year ended September 30, 2000, Strategic received an advisory fee from the Fund of 0.18% of its average daily net assets. THE SUB-ADVISERS ACADIAN ASSET MANAGEMENT, INC. Acadian Asset Management, Inc. ("Acadian") serves as a sub-adviser for a portion of the assets of the International Equity Fund. As of December 31, 2000, Acadian, a wholly-owned subsidiary of Old Mutual plc had approximately $3.4 billion in assets under management. BLACKROCK INTERNATIONAL, LTD. ("BlackRock International") serves as a sub-adviser to a portion of the assets of the International Equity Fund. As of December 31, 2000, BlackRock International had approximately $8.1 billion in assets under management. S-29 THE BOSTON COMPANY ASSET MANAGEMENT The Boston Company Asset Management ("BCAM") serves as a sub-adviser for a portion of the assets of the Emerging Markets Equity Fund. As of December 31, 2000, BCAM had approximately $29.2 billion in assets under management. CAPITAL GUARDIAN TRUST COMPANY Capital Guardian Trust Company ("CGTC") serves as a sub-adviser for a portion of the assets of the International Equity Fund. As of December 31, 2000, CGTC had over $121.5 billion in assets under management. JARDINE FLEMING INTERNATIONAL MANAGEMENT, INC. Jardine Fleming International Management, Inc. ("JFIMI") serves as a sub-adviser for a portion of the assets of the International Equity Fund. As of December 31, 2000, JFIMI had approximately $36 billion in assets under management. MARTIN CURRIE, INC. Martin Currie, Inc. ("Martin Currie") serves as a sub-adviser for a portion of the assets of the International Equity Fund. As of December 31, 2000, Martin Currie had approximately $10 billion in assets under management. MORGAN STANLEY DEAN WITTER INVESTMENT MANAGEMENT INC. Morgan Stanley Dean Witter Investment Management Inc. ("MSDW") acts as a sub-adviser for a portion of the assets of the Emerging Markets Equity Fund. As of December 31, 2000, MSDW had approximately $176.8 billion in assets under management. NICHOLAS-APPLEGATE CAPITAL MANAGEMENT Nicholas-Applegate Capital Management ("Nicholas-Applegate") serves as a sub-adviser Manager to a portion of the assets of the Emerging Markets Equity Fund. As of December 31, 2000, Nicholas-Applegate had discretionary management authority with respect to approximately $36.7 billion of assets. OECHSLE INTERNATIONAL ADVISORS, LLC Oechsle International Advisers, LLC ("Oechsle") serves as a sub-adviser to a portion of the assets of the International Equity Fund. As of December 31, 2000, Oechsle had approximately $17.7 billion in assets under management. SALOMON BROTHERS ASSET MANAGEMENT INC Salomon Brothers Asset Management Inc ("SBAM") serves as the sub-adviser for the assets of the Emerging Markets Debt Fund. As of December 31, 2000, SBAM had approximately $31 billion in assets under management. SCHRODER INVESTMENT MANAGEMENT NORTH AMERICA INC. Schroder Investment Management North America Inc. ("Schroders"), acts as a sub-adviser for a portion of the assets of the Emerging Markets Equity Fund. Schroders is a registered investment adviser that as of December 31, 2000 had approximately $36.3 billion in assets under management. S-30 SG PACIFIC ASSET MANAGEMENT, INC., SGY ASSET MANAGEMENT (SINGAPORE) LIMITED AND SG YAMAICHI ASSET MANAGEMENT CO., LTD. SG Pacific Asset Management, Inc. ("SG Pacific") and SGY Asset Management (Singapore) Ltd. ("SGY") jointly serve as sub-adviser for a portion of the assets of the Emerging Markets Equity Fund. Societe Generale Asset Management (North Pacific), a French financial services conglomerate, has a controlling interest in SG Yamaichi Asset Management Co., Ltd. (formerly, Yamaichi International Capital Management Co., Ltd.) ("SG Yamaichi"), the parent of SG Pacific and SGY. SG Yamaichi serves as a sub-adviser for a portion of the assets of the International Equity Fund. As of December 31, 2000, SG Yamaichi and its affiliates had over $20.8 billion in assets under management. The Advisory Agreements and certain of the Sub-Advisory Agreements provide that SIMC or Strategic (or any 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. In addition, certain of the Sub-Advisory Agreements provide that the Sub-Adviser shall not be protected against any liability to the Trust or its shareholders by reason of willful misfeasance, bad faith or negligence on its part in the performance of its duties, or from reckless disregard of its obligations or duties thereunder. The continuance of each Advisory and Sub-Advisory Agreement must be specifically approved at least annually (i) by the vote of a majority of the outstanding shares of that Fund 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. Each Advisory and 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 Fund, by a majority of the outstanding shares of that Fund, 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. SIMC has obtained an exemptive order from the SEC that permits SIMC, with the approval of the Trust's Board of Trustees, to retain unaffiliated sub-advisers for a Fund without submitting the sub-advisory agreement to a vote of the Fund's shareholders. The exemptive relief permits the non-disclosure of amounts payable by SIMC under such sub-advisory agreements. The Trust will notify shareholders in the event of any change in the identity of the sub-adviser for a Fund. For the fiscal years ended September 30, 1998, September 30, 1999, and September 30, 2000, the Funds paid advisory fees as follows:
FEES PAID (000) FEE WAIVERS (000) ------------------------------ ------------------------------ FUND 09/30/98 09/30/99 09/30/00 09/30/98 09/30/99 09/30/00 ---- -------- -------- -------- -------- -------- -------- International Equity Fund......... $2,656 $6,624 $12,821 $ 411 $ 380 $ 274 Emerging Markets Equity Fund...... $2,361 $6,054 $10,954 $ 896 $1,377 $1,963 International Fixed Income Fund... $ 682 $1,628 $ 1,659 $ 137 $ 326 $ 106 Emerging Markets Debt Fund........ $ 558 $1,266 $ 2,094 $ 275 $ 641 $1,265
For the fiscal years ended September 30, 1998, September 30, 1999, and September 30, 2000, SIMC paid sub-advisory fees as follows:
SUB-ADVISORY FEES SUB-ADVISORY FEES PAID (000) WAIVED (000) ------------------------------ ------------------------------ FUND 09/30/98 09/30/99 09/30/00 09/30/98 09/30/99 09/30/00 ---- -------- -------- -------- -------- -------- -------- International Equity Fund.......... $1,534 $4,042 $7,637 $0 $ 0 $0 Emerging Markets Equity Fund....... $1,596 $4,262 $9,226 $0 $ 0 $0 Emerging Markets Debt Fund......... $ 393 $ 930 $2,766 $18 $30 $0
S-31 DISTRIBUTION, ADMINISTRATION, AND SHAREHOLDER SERVICING The Trust has adopted a Distribution Agreement for the Funds. The Trust has also adopted a Distribution Plan (the "Class D Plan") for the shares of the Class D shares of the International Equity Fund 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 Class D Plan and Distribution Agreement are in the best interests of the shareholders. Continuance of the Class D Plan 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 Class D Plan. The Class D Plan requires that quarterly written reports of amounts spent under the Class D Plan and the purposes of such expenditures be furnished and reviewed by the Trustees. The Class D 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 Fund or class affected. All material amendments of the Class D 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 0.30% of the average daily net assets of the International Equity Fund's Class D shares that the Distributor can use to compensate broker-dealers and service providers, including SEI Investments Distribution Co. and its affiliates, which provide distribution-related services to the International Equity Fund's Class D 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 of Fund Shares," 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. Except to the extent that the Administrator 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 Class D Plan or related agreements. The Funds have also adopted shareholder servicing plans for their Class A and Class I shares (each a "Service Plan" and collectively the "Service Plans"). Under the Service Plan for Class A shares, the Distributor may perform, or may compensate other service providers for performing, the following shareholder services: maintaining client accounts; arranging for bank wires; responding to client inquiries concerning services provided on investments; assisting clients in changing dividend options, account designations and addresses; sub-accounting; providing information on share positions to clients; forwarding shareholder communications to clients; processing purchase, exchange and redemption orders; and processing dividend payments. Under the Service Plan for Class I shares, the Distributor may perform, or may compensate other service providers for performing, the following shareholder services: maintaining client accounts; arranging for bank wires; responding to client inquiries concerning services provided on investments; and assisting clients in changing dividend options, account designations and addresses. Under both Service Plans, the Distributor may retain as a profit any difference between the fee it receives and the amount it pays to third parties. The Funds have adopted an Administration Services Plan ("Class I Plan") for the Class I shares of the International Equity Fund. Under the Class I Plan, certain broker dealers and their affiliated registered investment advisers (the "Intermediaries") may perform, or may compensate other service providers for S-32 performing, the following administrative services: providing subaccounting with respect to shares beneficially owned by clients; providing information periodically to clients showing their positions in shares; forwarding shareholder communications from a Fund (such as proxies, shareholder reports, annual and semi-annual financial statements and dividend, distribution and tax notices) to clients; processing purchase, exchange and redemption requests from clients and placing such orders with a Fund or its service providers; processing dividend payments from a Fund on behalf of its clients; and providing such other similar services as a Fund may, through the Intermediaries, reasonably request to the extent that the service provider is permitted to do so under applicable laws or regulations. For the fiscal year ended September 30, 2000, the International Equity Fund incurred the following distribution expenses:
AMOUNT PAID TO 3RD PARTIES BY TOTAL DIST. SIDCO FOR EXPENSES DISTRIBUTOR TOTAL DIST. AS A % OF RELATED SALES PRINTING OTHER FUND CLASS EXPENSES NET ASSETS SERVICES EXPENSES COSTS COSTS* ---- -------- ----------- ----------- -------------- -------- -------- -------- International Equity Fund.... D $1,280 0.25% $0 $0 $0 $0
------------------------ * Costs of complying with securities laws pertaining to the distribution of shares. TRUSTEES AND OFFICERS 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. 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 each Executive Officer is SEI Investments Company, Oaks, Pennsylvania 19456. Certain officers of the Trust also serve as officers to one or more mutual funds for which SEI Investments Company or its affiliates act as investment manager, administrator or distributor. ROBERT A. NESHER (DOB 08/17/46)--Chairman of the Board of Trustees*--Currently performs various services on behalf of SEI Investments for which Mr. Nesher is compensated. Executive Vice President of SEI Investments, 1986-1994. Director and Executive Vice President of SIMC, the Administrator and the Distributor, 1981-1994. Trustee of The Advisors' Inner Circle Fund, The Arbor Fund, Bishop Street Funds, The Expedition Funds, Pillar Funds, SEI Asset Allocation Trust, SEI Daily Income Trust, SEI Index Funds, SEI Institutional International Trust, SEI Institutional Investments Trust, SEI Institutional Managed Trust, SEI Liquid Asset Trust, SEI Insurance Products Trust, and SEI Tax Exempt Trust. WILLIAM M. DORAN (DOB 05/26/40)--Trustee*--1701 Market Street, Philadelphia, PA 19103. Partner, Morgan, Lewis & Bockius LLP (law firm), counsel to the Trust, SEI Investments, SIMC, the Administrator and the Distributor. Director of SEI Investments since 1974; Secretary of SEI Investments since 1978. Trustee of The Advisors' Inner Circle Fund, The Arbor Fund, The Expedition Funds, SEI Asset Allocation Trust, SEI Daily Income Trust, SEI Index Funds, SEI Institutional International Trust, SEI Institutional Investments Trust, SEI Institutional Managed Trust, SEI Liquid Asset Trust, SEI Insurance Products Trust, and SEI Tax Exempt Trust. F. WENDELL GOOCH (DOB 12/03/32)--Trustee**--President, Orange County Publishing Co., Inc.; Publisher, Paoli News and Paoli Republican; and Editor, Paoli Republican, October 1981-January 1997. President, H&W Distribution, Inc., since July 1984. Executive Vice President, Trust Department, Harris Trust and Savings Bank and Chairman of the Board of Directors of The Harris Trust Company of Arizona before January 1981. Trustee of SEI Asset Allocation Trust, SEI Daily Income Trust, SEI Index Funds, SEI Institutional International Trust, SEI Institutional Investments Trust, SEI Institutional Managed Trust, SEI S-33 Liquid Asset Trust, SEI Tax Exempt Trust, SEI Insurance Products Trust, STI Classic Funds and STI Classic Variable Trust. ROSEMARIE B. GRECO (DOB 03/31/46)--Trustee**--Principal, Grecoventures (consulting firm) since August 1997. President, Corestates Financial Corp., 1991-1997; Chief Executive Officer and President, Corestates Bank, N.A., 1991-1997; Director, Sonoco, Inc.; Director, PECO Energy; Director, Radian, Inc.; Trustee, Pennsylvania Real Estate Investment Trust; Director, Cardone Industries, Inc.; Director, Genuardi Markets, Inc.; Director, PRWT Comserve, Inc. Trustee of SEI Asset Allocation Trust, SEI Daily Income Trust, SEI Index Funds, SEI Institutional International Trust, SEI Institutional Investments Trust, SEI Institutional Managed Trust, SEI Liquid Asset Trust, SEI Insurance Products Trust, and SEI Tax Exempt Trust. JAMES M. STOREY (DOB 04/12/31)--Trustee**--Partner, Dechert Price & Rhoads, September 1987-December 1993. Trustee of The Advisors' Inner Circle Fund, The Arbor Fund, The Expedition Funds, SEI Asset Allocation Trust, SEI Daily Income Trust, SEI Index Funds, SEI Institutional International Trust, SEI Institutional Investments Trust, SEI Institutional Managed Trust, SEI Liquid Asset Trust, SEI Insurance Products Trust, and SEI Tax Exempt Trust. GEORGE J. SULLIVAN, JR. (DOB 11/13/42)--Trustee**--Chief Executive Officer, Newfound Consultants Inc. since April 1997. General Partner, Teton Partners, L.P., June 1991-December 1996; Chief Financial Officer, Noble Partners, L.P., March 1991-December 1996; Treasurer and Clerk, Peak Asset Management, Inc., since 1991; Trustee, Navigator Securities Lending Trust, since 1995. Trustee of The Advisors' Inner Circle Fund, The Arbor Fund, The Expedition Funds, SEI Asset Allocation Trust, SEI Daily Income Trust, SEI Index Funds, SEI Institutional International Trust, SEI Institutional Investments Trust, SEI Institutional Managed Trust, SEI Liquid Asset Trust, SEI Insurance Products Trust, and SEI Tax Exempt Trust. EDWARD D. LOUGHLIN (DOB 03/07/51)--President and Chief Executive Officer--Executive Vice President and President--Asset Management Division of SEI Investments since 1993. Executive Vice President of SIMC and the Administrator since 1994. Senior Vice President of the Distributor, 1986-1991; Vice President of the Distributor, 1981-1986. TIMOTHY D. BARTO (DOB 03/28/68)--Vice President and Assistant Secretary--Employed by SEI Investments since October 1999. Vice President and Assistant Secretary of SIMC, the Administrator and Distributor since December 1999. Associate at Dechert Price & Rhoads (1997-1999). Associate at Richter, Miller & Finn (1994-1997). TODD B. CIPPERMAN (DOB 02/14/66)--Vice President and Assistant Secretary--Senior Vice President and General Counsel of SEI Investments; Senior Vice President, General Counsel and Secretary of SIMC, the Administrator and the Distributor since 2000. Vice President and Assistant Secretary of SEI Investments, SIMC, the Administrator and the Distributor, 1995-2000. Associate, Dewey Ballantine (law firm), 1994-1995. Associate, Winston & Strawn (law firm), 1991-1994. JAMES R. FOGGO (DOB 06/30/64)--Controller and Chief Financial Officer--Vice President and Assistant Secretary of SEI Investments since January 1998. Vice President and Secretary of SIMC, the Administrator and Distributor since May 1999. Associate, Paul Weiss, Rifkind, Wharton & Garrison (law firm), 1998. Associate, Baker & McKenzie (law firm), 1995-1998. Associate, Battle Fowler L.L.P. (law firm), 1993-1995. Operations Manager, The Shareholder Services Group, Inc., 1986-1990. LYDIA A. GAVALIS (DOB 06/05/64)--Vice President and Assistant Secretary--Vice President and Assistant Secretary of SEI Investments, SIMC, the Administrator and the Distributor since 1998. Assistant General Counsel and Director of Arbitration, Philadelphia Stock Exchange, 1989-1998. ROBERT S. LUDWIG (DOB 03/12/50)--Vice President and Assistant Secretary--Employed by SEI Investments since 1985. Senior Vice President and Chief Investment Officer of SEI Asset Management Group since 1995. Manager of Product Development for SEI's institutional mutual funds and repurchase S-34 trading desk from 1985 to 1995. Held various product management and development positions at Chase Econometrics and Interactive Data Corporation from 1974 to 1985. CHRISTINE M. MCCULLOUGH (DOB 12/05/60)--Vice President and Assistant Secretary--Employed by SEI Investments since November 1, 1999. Vice President and Assistant Secretary of SIMC, the Administrator and Distributor since December 1999. Associate at White and Williams LLP, 1991-1999. Associate at Montgomery, Walker and Rhoads, 1990-1991. CYNTHIA M. PARRISH (DOB 10/23/59)--Vice President and Assistant Secretary--Vice President and Assistant Secretary of the SEI Investments, SIMC, the Administrator and the Distributor since August 1997. Branch Chief, Division of Enforcement, U.S. Securities and Exchange Commission, January 1995-August 1997. Senior Counsel--Division of Enforcement, U.S. Securities and Exchange Commission, September 1992-January 1995. Staff Attorney--Division of Enforcement, U.S. Securities and Exchange Commission, January 1995-August 1997. WILLIAM E. ZITELLI, JR. (DOB 06/14/68)--Vice President and Assistant Secretary--Vice President and Assistant Secretary of the Administrator and Distributor since August 2000. Vice President, Merrill Lynch & Co. Asset Management Group (1998-2000). Associate at Pepper Hamilton LLP (1997-1998). Associate at Reboul, MacMurray, Hewitt, Marynard & Kristol (1994-1997). RICHARD W. GRANT (DOB 10/25/45)--Secretary--1701 Market Street, Philadelphia, PA 19103. Partner, Morgan, Lewis & Bockius LLP (law firm), counsel to the Trust, SEI Investments, SIMC, the Administrator and the Distributor. The Trustees and officers of the Trust own less than 1% of the outstanding shares of the Trust. Compensation of officers and affiliated Trustees of the Trust is paid by the Manager. The Trust pays the fees for unaffiliated Trustees. For the fiscal year ended September 30, 2000, the Trust paid the following amounts to the Trustees.
AGGREGATE PENSION OR TOTAL COMPENSATION FROM COMPENSATION RETIREMENT BENEFITS ESTIMATED ANNUAL REGISTRANT AND FUND COMPLEX FROM REGISTRANT ACCRUED AS PART OF BENEFITS UPON PAID TO TRUSTEES FOR NAME OF PERSON AND POSITION FOR FYE9/30/00 FUND EXPENSES RETIREMENT FYE 9/30/00 --------------------------- ----------------- ------------------- ---------------- ------------------------------- Robert A. Nesher, Trustee... $ 0 $0 $0 $0 for services on 9 boards William M. Doran, Trustee... $ 0 $0 $0 $0 for services on 9 boards F. Wendell Gooch, Trustee... $11,381 $0 $0 $110,750 for services on 9 boards Rosemarie B. Greco, Trustee................... $ 4,025 $0 $0 $83,250 for services on 9 boards James M. Storey, Trustee.... $11,381 $0 $0 $110,750 for services on 9 boards George J. Sullivan, Trustee................... $11,381 $0 $0 $110,750 for services on 9 boards
Mr. Edward W. Binshadler is a Trustee Emeritus of the Trust. Mr. Binshadler serves as a consultant to the Audit Committee and receives as compensation $5,000 per Audit Committee meeting attended. PERFORMANCE From time to time, the Trust may advertise yield and/or total return for one or more of the Funds. These figures will be based on historical earnings and are not intended to indicate future performance. ------------------------ * 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. Gooch, Storey, Sullivan, and Ms. Greco serve as members of the Audit Committee of the Trust. S-35 The total return of a Fund 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 Fund 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)TO THE POWER OF 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 Funds from inception through September 30, 2000, and for the one, five and ten year periods ended September 30, 2000 were as follows:
AVERAGE ANNUAL TOTAL RETURN ----------------------------------------------------------------------- ONE SINCE FUND CLASS YEAR FIVE YEAR TEN YEAR INCEPTION ---- ----- ---------------- --------------- --------------- ---------------- International Equity Fund A............ 4.15% 9.74% 8.93% 6.52% D (with load)...... -1.16% 8.38% * 7.14% D (without load)...... 4.04% 9.50% * 8.01% I............ * * * * Emerging Markets Equity Fund A............ 0.71% -2.92% * -1.26% International Fixed Income Fund A............ -9.58% 0.99% * 4.12% Emerging Markets Debt Fund A............ 28.07% * * 5.07% Tax-Managed International Equity Fund A............ * * * *
------------------------ * Not in operation during such period. From time to time, the Trust may advertise the yield of the International Fixed Income Fund. The yield of the Fund refers to the annualized income generated by an investment in the Fund 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]TO THE POWER OF 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 Fund invests in, changes in interest rates on money market instruments, changes in the expenses of a Fund and other factors. Yields are one basis upon which investors may compare a Fund 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 September 30, 2000, the yield for the International Fixed Income and Emerging Markets Debt Funds was 3.47% and 10.87%, respectively. The Funds 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. S-36 PURCHASE AND REDEMPTION OF SHARES The purchase and redemption price of shares is the net asset value of each share. A Fund's securities are valued by SEI Management pursuant to valuations provided by an independent pricing service (generally the last quoted sale price). Fund securities listed on a securities exchange for which market quotations are available are valued at the last quoted sale price on each Business Day (defined as days on which the New York Stock Exchange is open for business ("Business Day")) or, if there is no such reported sale, at the most recently quoted bid price. Unlisted securities for which market quotations are readily available are valued at the most recently quoted bid price. The pricing service may also use a matrix system to determine valuations. This system considers such factors as security prices, yields, maturities, call features, ratings and developments relating to specific securities in arriving at valuations. The procedures of the pricing service and its valuations are reviewed by the officers of the Trust under the general supervision of the Trustees. Information about the market value of each portfolio security may be obtained by SEI Management from an independent pricing service. 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. Fund 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. Securities with remaining maturities of 60 days or less will be valued by the amortized cost method, which involves valuing a security at its cost on the date of purchase and thereafter (absent unusual circumstances) assuming a constant amortization to maturity of any discount or premium, regardless of the impact of fluctuations in general market rates of interest on the value of the instrument. While this method provides certainty in valuation, it may result in periods during which value, as determined by this method, is higher or lower than the price the Trust would receive if it sold the instrument. During periods of declining interest rates, the daily yield of a Fund may tend to be higher than a like computation made by a company with identical investments utilizing a method of valuation based upon market prices and estimates of market prices for all of its portfolio securities. Thus, if the use of amortized cost by a Fund resulted in a lower aggregate portfolio value on a particular day, a prospective investor in a Fund would be able to obtain a somewhat higher yield that would result from investment in a company utilizing solely market values, and existing shareholders in the Fund would experience a lower yield. The converse would apply during a period of rising interest rates. Shares of a Fund may be purchased in exchange for securities included in the Fund subject to SIMC'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. SIMC will not accept securities for a Fund unless: (1) such securities are appropriate in the Fund 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 Fund are not subject to any restrictions upon their sale by the Fund 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 Fund. S-37 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 Funds 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, Martin Luther King, Jr. 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 Fund in lieu of cash. Shareholders may incur brokerage charges in connection with the sale of such securities. However, a shareholder will at all times be entitled to aggregate cash redemptions from a Fund 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. 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 Fund redeemed. Fund securities may be traded on foreign markets on days other than Business Days or the net asset value of a Fund 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 Fund may not reflect all events that may affect the value of the Fund'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. Certain shareholders in one or more of the Funds may obtain asset allocation services from the Adviser and other financial intermediaries with respect to their investments in such Fund's if a sufficient amount of a Fund's assets are subject to such asset allocation services, the Fund may incur higher transaction costs and a higher portfolio turnover rate than would otherwise be anticipated as a result of redemptions and purchases of Fund shares pursuant to such services. Further, to the extent that the Adviser is providing asset allocation services and providing investment advice to the Funds, 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 Funds. 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:
PERCENTAGE DATE OFFER DATE OFFER NAME OF GROUP DISCOUNT STARTS TERMINATES ------------- ---------- ---------- ---------- BHC Securities, Inc. ......................... 10% 12/29/94 N/A First Security Investor Services, Inc. ....... 10% 12/29/94 N/A
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. S-38 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 Fund must distribute annually to its shareholders at least the sum of 90% of its net interest income excludable from gross income plus 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 Fund'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 stocks or securities or foreign currencies or other income (including gains from forward contracts) derived with respect to its business of investing in stocks or securities ("Income Requirement"); (ii) at the close of each quarter of a Fund'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 Fund's total assets and that does not represent more than 10% of the outstanding voting securities of the issuer; and (iii) at the close of each quarter of a Fund's taxable year, not more than 25% of the value of its total assets may be invested in securities (other than U.S. Government securities or the securities of other RICs) of any one issuer or of two or more issuers engaged in the same, similar, or related trades or businesses if the Fund owns at least 20% of the voting power of such issuers. Notwithstanding the Distribution Requirement described above, which only requires a Fund to distribute at least 90% of its annual investment company taxable income and does not require any minimum distribution of net capital gain, a Fund will be subject to a nondeductible 4% federal excise tax to the extent it fails to distribute by the end of any calendar year at least 98% of its ordinary income for that year and 98% of its capital gain net income for the one-year period ending on October 31, of that year, plus certain other amounts. Each Fund intends to make sufficient distributions to avoid liability for the federal excise tax applicable to RICs. If you buy shares when the Fund has realized but not yet distributed income or capital gains, you will be "buying a dividend" by paying the full price for the shares and gains and receiving back a portion of the price in the form of a taxable distribution. If the Fund's distributions exceed its taxable income and capital gains realized during a taxable year, all or a portion of the distributions made in the same taxable year may be recharacterized as a return of capital to shareholders. A return of capital distribution will generally not be taxable, but will reduce each shareholder's cost basis in the Fund and result in a higher reported capital gain or lower reported capital loss when those shares on which the distribution was received are sold. 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 Fund. Income from foreign currencies, and income from transactions in forward contracts that are directly related to a Fund's business of investing in securities or foreign currencies, will qualify as permissible income under the Income Requirement. Any gain or loss recognized on a sale, exchange or redemption of shares of a Fund by a shareholder who is not a dealer in securities will generally, for individual shareholders, be treated as a long-term capital gain or loss if the shares have been held for more than twelve months and otherwise will be treated as short-term capital gain or loss. However, if shares on which a shareholder has received a net capital gain S-39 distribution are subsequently sold, exchanged or redeemed and such shares have been held for six months or less, any loss recognized will be treated as a long-term capital loss to the extent of the net capital gain distribution. All or a portion of any loss that you realize upon the redemption of the Fund's shares will be disallowed to the extent that you buy other shares in the Fund (through reinvestment of dividends or otherwise) within 30 days before or after your share redemption. Any loss disallowed under these rules will be added to your tax basis in the new shares you buy. If a Fund fails to qualify as a RIC for any year, all of its taxable income will be subject to tax at regular corporate rates without any deduction for distributions to shareholders, and its distributions (including capital gains distributions) generally will be taxable as ordinary income dividends to its shareholders, subject to the dividends received deduction for corporate shareholders. The board reserves the right not to maintain the qualification of the Fund as a regulated investment company if it determines such course of action to be beneficial to shareholders. A Fund will be required in certain cases to withhold and remit to the United States Treasury 31% of amounts payable to any shareholder who (1) has provided the Fund either an incorrect tax identification number or no number at all, (2) who is subject to backup withholding by the Internal Revenue Service for failure to properly report payments of interest or dividends, or (3) who has failed to certify to the Fund that such shareholder is not subject to backup withholding. With respect to investments in STRIPS, TR's, TIGR's, LYONs, CATS and other Zero Coupon securities which are sold at original issue discount and thus do not make periodic cash interest payments, a Fund will be required to include as part of its current income the imputed interest on such obligations even though the Fund has not received any interest payments on such obligations during that period. Because each Fund distributes all of its net investment income to its shareholders, a Fund may have to sell Fund securities to distribute such imputed income which may occur at a time when the advisers would not have chosen to sell such securities and which may result in taxable gain or loss. Because the Fund's income is derived primarily from investments in foreign rather than domestic U.S. securities, no portion of its distributions will generally be eligible for the dividends-received deduction. Non-U.S. investors in the Fund may be subject to U.S. withholding and estate tax and are encouraged to consult their tax advisor prior to investing in the Fund. STATE TAXES A Fund is not liable for any income or franchise tax in Massachusetts if it qualifies as a RIC for federal income tax purposes. Rules of state and local taxation of dividend and capital gains distributions from RICs often differ from the rules for federal income taxation described above. Depending upon state and local law, distributions by a Fund to shareholders and the ownership of shares may be subject to state and local taxes. Shareholders are urged to consult their tax advisors regarding the state and local tax consequences of investments in a Fund. FOREIGN TAXES Dividends and interest received by a Fund may be subject to income, withholding or other taxes imposed by foreign countries and United States possessions that would reduce the yield on a Fund'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 Fund's total assets at the close of its taxable year consists of stock or securities of foreign corporations, a Fund 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 Fund. Pursuant to the election, a Fund will treat those taxes as dividends paid to its shareholders. Each S-40 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 Fund makes the election, it will report annually to its shareholders the respective amounts per share of the Fund's income from sources within, and taxes paid to, foreign countries and United States possessions. Most Foreign exchange gains realized on the sale of debt securities are treated as ordinary income by the Fund. Similarly, foreign exchange losses realized by the Fund on the sale of debt securities are generally treated as ordinary losses by the Fund. These gains when distributed will be taxed to you as ordinary dividends, and any losses will reduce the Fund's ordinary income otherwise available for distribution to your. This treatment could increase or reduce the Fund's ordinary income distributions to you, and may cause some or all of the Fund's previously distributed income to be classified as a return of capital. PORTFOLIO TRANSACTIONS The Trust has no obligation to deal with any dealer or group of brokers or dealers in the execution of transactions in portfolio securities. Subject to policies established by the Trustees, the Advisers are responsible for placing orders to execute Fund transactions. In placing brokerage 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 Advisers generally seek 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. It is expected that the Funds 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 fund transactions for a Fund 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. The money market securities in which a Fund 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 Fund will primarily consist of dealer spreads and underwriting commissions. In connection with transactions effected for Funds operating within the "manager of managers" structure, SIMC and the various firms that serve as sub-advisers to certain Funds of the Trust, in the S-41 exercise of joint investment discretion over the assets of a Fund, may direct a substantial portion of a Fund's brokerage to the Distributor. 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. For the fiscal year ended September 30, 2000, the Funds paid the following brokerage fees:
% TOTAL TOTAL $ AMOUNT TOTAL $ AMOUNT % OF TOTAL BROKERED OF BROKERAGE OF BROKERAGE BROKERAGE TRANSACTIONS COMMISSION COMMISSIONS COMMISSIONS EFFECTED THROUGH PAID IN 2000 PAID TO AFFILIATES PAID TO AFFILIATES AFFILIATES FUND (000) IN 2000 (000) IN 2000 IN 2000 ---- -------------- ------------------ ------------------ ---------------- International Equity Fund........................... $6,717 $ 0 0% 0% Emerging Markets Equity Fund........................ $7,424 $622 8.4% 0.02% International Fixed Income Fund..................... $ 0 $ 0 0% 0% Emerging Markets Debt Fund.......................... $ 0 $ 0 0% 0% Tax-Managed International Equity Fund............... * * * *
------------------------ * Not in operation during such period. For the fiscal years ended September 30, 1998, September 30, 1999, and September 30, 2000, Class D Shareholders paid the following sales charges:
DOLLAR AMOUNT OF DOLLAR AMOUNT OF CHARGES RETAINED BY CHARGES THE DISTRIBUTOR ------------------------------ ------------------------------ FUND 09/30/98 09/30/99 09/30/00 09/30/98 09/30/99 09/30/00 ---- -------- -------- -------- -------- -------- -------- International Equity Fund--Class D......... $5,012 $5,737 $3,043 $646 $342 $368
As of September 30, 2000, the Class I shares had not commenced operations. The portfolio turnover rates for each Fund for the fiscal years ended September 30, 1998, 1999, and 2000, were as follows:
TURNOVER RATE ------------------------------------------------ FUND SEPTEMBER 1998 SEPTEMBER 1999 SEPTEMBER 2000 ---- -------------- -------------- -------------- International Equity Fund.......................... 66% 61% 73% Emerging Markets Equity Fund....................... 46% 129% 110% International Fixed Income Fund.................... 112% 278% 190% Emerging Markets Debt Fund......................... 186% 184% 227% Tax-Managed International Equity Fund.............. * * *
------------------------ * Not in operation during such period. Consistent with their duty to obtain best execution, Sub-Advisers may allocate brokerage or principal business to certain broker-dealers in recognition of the sale of Fund shares. In addition, a Fund's Adviser or Sub-Advisers may place Fund 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. The Trust does not expect to use one particular broker or dealer, but, subject to the Trust's policy of seeking the best net results, broker-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 Advisers or Sub-Advisers under the Advisory Agreements and Sub-Advisory Agreements, and the expenses of the Advisers and Sub-Advisers will not necessarily be reduced as a result of the receipt of such supplemental information. These research S-42 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 Advisers 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 Trust is required to identify any securities of its "regular broker dealers" (as such term is defined in the 1940 Act) which the Trust has acquired during its most recent fiscal year. As of September 30, 2000, the Trust held securities from the following issuers:
TYPE OF FUND SECURITY NAME OF ISSUER AMOUNT (000) ---- -------- -------------- ------------ International Equity Fund............ Repurchase Agreement J.P. Morgan 135,949 Emerging Markets Equity Fund......... Repurchase Agreement J.P. Morgan 19,283
DESCRIPTION OF SHARES The Declaration of Trust authorizes the issuance of an unlimited number of shares of each Fund, each of which represents an equal proportionate interest in that Fund. Each share upon liquidation entitles a shareholder to a PRO RATA share in the net assets of that Fund. 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. CODE OF ETHICS The Board of Trustees of the Trust has adopted a Code of Ethics pursuant to Rule 17j-1 under the 1940 Act. In addition, the Advisers, Sub-Advisers, and Distributor have adopted Codes of Ethics pursuant to Rule 17j-1. These Codes of Ethics apply to the personal investing activities of trustees, officers and certain employees ("access persons"). Rule 17j-1 and the Codes are designed to prevent unlawful practices in connection with the purchase or sale of securities by access persons. Under each Code of Ethics, access persons are permitted to engage in personal securities transactions, but are required to report their personal securities transactions for monitoring purposes. In addition, certain access persons are required to obtain approval before investing in initial public offerings or private placements. Copies of these Codes of Ethics are on file with SEC, and are available to the public. S-43 VOTING Each share held entitles the shareholder of record to one vote. Shareholders of each Fund or class will vote separately on matters pertaining solely to that Fund or class, such as any 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 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. Where the Prospectuses for the Funds 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 Fund's shares present at a meeting if the holders of more than 50% of the outstanding shares of the Fund are present or represented by proxy; or (ii) more than 50% of a Fund'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 January 3, 2001, 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 Funds. 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. As of January 3, 2001, the Tax-Managed International Equity Fund had not commenced operations. INTERNATIONAL EQUITY FUND--CLASS A:
NAME AND ADDRESS NUMBER OF SHARES PERCENT OF FUND ------------------------------------------------------------ ---------------- --------------- 213,074,587 81.57% SEI Trust Company Attn: Jacqueline Esposito One Freedom Valley Drive Oaks, PA 19456
INTERNATIONAL EQUITY FUND--CLASS D:
NAME AND ADDRESS NUMBER OF SHARES PERCENT OF FUND ------------------------------------------------------------ ---------------- --------------- 213,074,588 82.18% SEI Trust Company Attn: Jacqueline Esposito One Freedom Valley Drive Oaks, PA 19456
S-44 INTERNATIONAL FIXED INCOME FUND:
NAME AND ADDRESS NUMBER OF SHARES PERCENT OF FUND ------------------------------------------------------------ ---------------- --------------- 94,527,038 80.98% SEI Trust Company Attn: Jacqueline Esposito One Freedom Valley Drive Oaks, PA 19456
EMERGING MARKETS EQUITY FUND:
NAME AND ADDRESS NUMBER OF SHARES PERCENT OF FUND ------------------------------------------------------------ ---------------- --------------- 127,173,509 79.59% SEI Trust Company Attn: Jacqueline Esposito 6830 East Swedesford Road Wayne, PA 19087
EMERGING MARKETS DEBT FUND:
NAME AND ADDRESS NUMBER OF SHARES PERCENT OF FUND ------------------------------------------------------------ ---------------- --------------- 49,712,180 85.47% SEI Trust Company Attn: Jacqueline Esposito One Freedom Valley Drive Oaks, PA 19456
EXPERTS The financial statements incorporated by reference into this Statement of Additional Information have been audited by PricewaterhouseCoopers LLP, independent accountants as indicated in their report dated September 30, 2000 and are included herein in reliance upon the authority of said firm as experts in auditing and accounting and in giving said report. CUSTODIAN State Street Bank and Trust Company, 225 Franklin Street, Boston, Massachusetts 02110, serves as Custodian for the assets of the International Equity, Emerging Markets Equity, International Fixed Income and Emerging Markets Debt Funds (the "Custodian"). The Custodian holds cash, securities and other assets of the Trust as required by the 1940 Act. First Union National Bank, Broad and Chestnut Streets, P.O. Box 7618, Philadelphia, Pennsylvania 19101, acts as wire agent of the Trust's assets. LEGAL COUNSEL Morgan, Lewis & Bockius LLP serves as counsel to the Trust. FINANCIAL STATEMENTS The Trust's financial statements for the fiscal year ended September 30, 2000, including notes thereto and the report of PricewaterhouseCoopers LLP thereon, are herein incorporated by reference from the Trust's 2000 Annual Report. A copy of the 2000 Annual Report must accompany the delivery of this Statement of Additional Information. S-45 APPENDIX--DESCRIPTION OF CORPORATE BOND RATINGS MOODY'S RATINGS DEFINITIONS LONG TERM Aaa Bonds which are rated Aaa are judged to be of the best quality. They carry the smallest degree of investment risk and are generally referred to as "gilt edged." Interest payments are protected by a large or by an exceptionally stable margin and principal is secure. While the various protective elements are protected by a large or by 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. Aa Bonds which are rated Aa are judged to be of high quality by all standards. Together with the Aaa group 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 risk appear somewhat larger than the Aaa securities. A 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 some time in the future. Baa 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. Ba 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. B 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. Caa Bonds which are rated Caa are of poor standing. Such issues may be in default or there may be present elements of danger with respect to principal or interest. Ca Bonds which are rated Ca represent obligations which are speculative in a high degree. Such issues are often in default or have other marked shortcomings. C Bonds which are rated C are the lowest rated class of bonds, and issues so rated can be regarded as having extremely poor prospects of ever attaining any real investment standing.
STANDARD & POOR'S RATINGS DEFINITIONS A Standard & Poor's corporate or municipal debt rating is a current assessment of creditworthiness of an obligor with respect to a specific obligation. This assessment may take into consideration obligors such as guarantors, insurers, or lessees. The debt rating is not a recommendation to purchase, sell or hold a security, as it does not comment on market price or suitability for a particular investor. A-1 The ratings are based, in varying degrees, on the following considerations: (1) Likelihood of default. The rating assesses the obligor's capacity and willingness as to timely payment of interest and repayment of principal in accordance with the terms of the obligation. (2) The obligation's nature and provisions. (3) Protection afforded to, and relative position of, the obligation in the event of bankruptcy, reorganization, or other arrangement under bankruptcy laws and other laws affecting creditor's rights. Likelihood of default is indicated by an issuer's senior debt rating. If senior debt is not rated, an implied senior debt rating is determined. Subordinated debt usually is rated lower than senior debt to better reflect relative position of the obligation in bankruptcy. Unsecured debt, where significant secured debt exists, is treated similarly to subordinated debt. LONG-TERM INVESTMENT GRADE AAA Debt rated 'AAA' has the highest rating assigned by S&P. Capacity to pay interest and repay principal is extremely strong. AA Debt rated 'AA' has a very strong capacity to pay interest and repay principal and differs from the highest rated debt only in small degree. A Debt rated 'A' has a strong capacity to pay interest and repay principal, although it is somewhat more susceptible to adverse effects of changes in circumstances and economic conditions than debt in higher-rated categories. BBB 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.
SPECULATIVE GRADE Debt rated 'BB', 'B', 'CCC', 'CC', and 'C' is regarded as having predominantly speculative characteristics with respect to capacity to pay interest and repay principal. 'BB' indicates the least degree of 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 exposure to adverse conditions. BB 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. B 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.
A-2 CCC Debt rated 'CCC' has a current identifiable vulnerability to default, and is dependent on favorable business, financial and economic conditions to meet timely payment of interest and repayment of principal. In the event of adverse business, financial, or economic conditions, it is not likely to have the capacity to pay interest and repay principal. The 'CCC' rating category also is used for debt subordinated to senior debt that is assigned an actual or implied 'B' or 'B-' rating. CC The rating 'CC' is typically applied to debt subordinated to senior debt which is assigned an actual or implied 'CCC' rating. C The rating 'C' is typically applied to debt subordinated to senior debt which is assigned an actual or implied 'CCC-' debt rating. The 'C' rating may be used to cover a situation where a bankruptcy petition has been filed, but debt service payment are continued. CI Debt rated 'CI' is reserved for income bonds on which no interest is being paid. D Debt is rated 'D' when the issue is in payment default, or the obligor has filed for bankruptcy. The 'D' rating is used when interest or principal payments are not made on the date due, even if the applicable grace period has not expired, unless S&P believes that such payments will be made during such grace period.
Plus (+) or minus (-): The ratings from 'AA' to 'CCC' may be modified by the addition of a plus or minus sign to show relative standing within the major rating categories. c The letter 'C' indicates that the holder's option to tender the security for purchase may be canceled under certain prestated conditions enumerated in the tender option documents. p The letter 'p' indicates that the rating is provisional. A provisional rating assumes the successful completion of the project financed by the debt being rated and indicates that payment of the debt service requirements is largely or entirely dependent upon the successful timely completion of the project. This rating, however, while addressing credit quality subsequent to completion of the project, makes no comment on the likelihood of, or the risk of default upon failure of such completion. The investor should exercise his own judgement with respect to such likelihood and risk. L The letter 'L' indicates that the rating pertains to the principal amount of those bonds to the extent that the underlying deposit collateral is federally insured, and interest is adequately collateralized. In the case of certificates of deposit, the letter 'L' indicates that the deposit, combined with other deposits being held in the same right and capacity, will be honored for principal and pre-default interest up to federal insurance limits within 30 days after closing of the insured institution or, in the event that the deposit is assumed by a successor insured institution, upon maturity.
------------------------ *Continuance of the rating is contingent upon S&P's receipt of an executed copy of the escrow agreement or closing documentation confirming investments and cash flows. N.R. Not rated. Debt obligations of issuers outside the United States and its territories are rated on the same basis as domestic corporate and municipal issues. The ratings measure the creditworthiness of the obligor but do not take into account currency exchange and related uncertainties. If an issuer's actual or implied senior debt rating is 'AAA', its subordinated or junior debt is rated 'AAA' or 'AA+'. If an issuer's actual or implied senior debt rating is lower than 'AAA' but higher than 'BB+', its junior debt is typically rated one designation lower than the senior debt ratings. For example, if the senior debt rating is 'A', subordinated debt normally would be rated 'A-'. If an issuer's actual or implied senior debt rating is 'BB+' or lower, its subordinated debt is typically rated two designations lower than the senior debt rating. A-3 NOTE: The term "investment grade" was originally used by various regulatory bodies to connote obligations eligible for investment by institutions such as banks, insurance companies, and savings and loan associations. Over time, this term gained widespread usage throughout the investment community. Issues rated in the four highest categories, 'AAA', 'AA', 'A', 'BBB', generally are recognized as being investment grade. Debt 'BB' or below generally is referred to as speculative grade. The term "junk bond" is merely a more irreverent expression for this category of more risky debt. Neither term indicates which securities S&P deems worthy of investment, as an investor with a particular risk preference may appropriately invest in securities that are not investment grade. DESCRIPTION OF FITCH'S LONG-TERM RATINGS INVESTMENT GRADE BOND AAA Bonds rated AAA are judged 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 greater than interest requirements, with such stability of applicable earnings that safety is beyond reasonable question whatever changes occur in conditions. AA Bonds rated AA are judged 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. A 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. BBB 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.
THOMSON BANKWATCH RATINGS DEFINITIONS AAA Bonds rated AAA indicate that the ability to repay principal and interest on a timely basis is very high. AA 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. A 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. BBB 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. BB 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. B 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.
A-4 CCC Issues rated "CCC" clearly have a high likelihood of default, with little capacity to address further adverse changes in financial circumstances. CC "CC" is applied to issues that are subordinate to other obligations rated "CCC" and are afforded less protection in the event of bankruptcy or reorganization. D Default
Ratings in the Long-Term Debt categories may include a plus (+) or minus (-) designation, which indicates where within the respective category the issue is placed. A-5 PART C: OTHER INFORMATION Item 23. EXHIBITS: (a) Agreement and Declaration of Trust dated June 28, 1988 as originally filed with Registrant's Registration Statement on Form N-1A (File No. 33-22821) filed with the Securities and Exchange Commission ("SEC") on June 30, 1988, is incorporated herein by reference to Exhibit 1 of Post-Effective Amendment No. 23, filed with the SEC on June 23, 1997. (b)(1) By-Laws as originally filed with Registrant's Registration Statement on Form N-1A (File No. 33-22821) filed with the SEC on June 30, 1988, are incorporated herein by reference to Exhibit 2 of Post-Effective Amendment No. 22, filed with the SEC on April 8, 1997. (b)(2) Amended By-Laws are incorporated herein by reference to Exhibit 2(a) of Post-Effective Amendment No. 22 to Registrant's Registration Statement on Form N-1A (File No. 33-22821), filed with the SEC on April 8, 1997. (c) Not Applicable (d)(1) Investment Advisory Agreement between Registrant and Brinson Partners, Inc. dated June 5, 1991 as originally filed as Exhibit (5)(b) 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, is incorporated herein by reference to Exhibit 5(a) of Post-Effective Amendment No. 22, filed with the SEC on April 8, 1997. (d)(2) Investment Advisory Agreement between Registrant and Strategic Fixed Income, L.L.C. dated June 15, 1993 as originally filed as Exhibit (5)(c) 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, is incorporated herein by reference to Exhibit 5(b) of Post-Effective Amendment No. 23, filed with the SEC on June 23, 1997. (d)(3) Investment Advisory Agreement between Registrant and Morgan Grenfell Investment Services Ltd. dated April 25, 1994 as originally filed as Exhibit (5)(e) 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, is incorporated herein by reference to Exhibit 5(c) of Post-Effective Amendment No. 22, filed with the SEC on April 8, 1997. (d)(4) Investment Advisory Agreement between Registrant and Schroder Capital Management International Limited dated April 25, 1994 as originally filed as Exhibit (5)(f) 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, is incorporated herein by reference to Exhibit 5(d) of Post-Effective Amendment No. 22, filed with the SEC on April 8, 1997. (d)(5) Investment Advisory Agreement between Registrant and SEI Investments Management Corporation ("SIMC") dated December 16, 1994 incorporated herein by reference to Exhibit 5(e) of Post-Effective Amendment No. 25 and to Exhibit (5)(g) of 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. (d)(6) Investment Advisory Agreement between Registrant and Strategic Fixed Income, L.L.C. dated April 25, 1994, as previously filed as Exhibit (5)(h) 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, is incorporated herein by reference to Exhibit 5(f) of Post-Effective Amendment No. 22, filed with the SEC on April 8, 1997.
(d)(7) Investment Sub-Advisory Agreement between Registrant and Morgan Grenfell Investment Services Ltd. dated March 25, 1996, previously filed as Exhibit (5)(i) to Post-Effective Amendment No. 19 to Registrant's Registration Statement on For N-1A (File No. 33-22821), filed with the SEC on April 28, 1995, is incorporated herein by reference to Exhibit 5(g) of Post-Effective Amendment No. 22, filed with the SEC on April 8, 1997. (d)(8) Investment Sub-Advisory Agreement between Registrant and Schroder Capital Management International Limited dated December 14, 1995 previously filed as Exhibit (5)(j) 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, is incorporated herein by reference to Exhibit 5(h) of Post-Effective Amendment No. 22, filed with the SEC on April 8, 1997. (d)(9) Investment Sub-Advisory Agreement between Registrant and Montgomery Asset Management, LLC dated December 21, 1994 incorporated herein by reference to Exhibit 5(i) of Post-Effective Amendment No. 25 and to Exhibit (5)(k) of 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. (d)(10) Investment Sub-Advisory Agreement between Registrant and Acadian Asset Management, Inc. dated December 16, 1994 incorporated herein by reference to Exhibit 5(j) of Post-Effective Amendment No. 25 and to Exhibit (5)(l) of 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. (d)(11) Investment Sub-Advisory Agreement between Registrant and WorldInvest Limited dated December 16, 1994 incorporated herein by reference to Exhibit 5(k) of Post-Effective Amendment No. 25 and to Exhibit (5)(m) of 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. (d)(12) Investment Sub-Advisory Agreement between SIMC and Schroder Capital Management International Limited incorporated herein by reference to Exhibit 5(l) of Post-Effective Amendment No. 25 and to Exhibit (5)(n) of Registrant's Registration Statement on Form N-1A (File No. 33-22821), filed with the SEC on April 25, 1996. (d)(13) Investment Sub-Advisory Agreement between SIMC and Morgan Grenfell Investment Services Limited incorporated herein by reference to Exhibit 5(m) of Post-Effective Amendment No. 25 and to Exhibit (5)(o) of Registrant's Registration Statement on Form N-1A (File No. 33-22821), filed with the SEC on April 25, 1996. (d)(14) Investment Sub-Advisory Agreement between SIMC and Coronation Asset Management (Proprietary) Limited dated September 30, 1996 is incorporated herein by reference to Exhibit 5(n) of Post-Effective Amendment No. 22 to Registrant's Registration Statement on Form N-1A (File No. 33-22821), filed with the SEC on April 8, 1997. (d)(15) Investment Sub-Advisory Agreement between SIMC and Parametric Portfolio Associates dated September 11, 1996 is incorporated herein by reference to Exhibit 5(o) of Post-Effective Amendment No. 22 to Registrant's Registration Statement on Form N-1A (File No. 33-22821), filed with the SEC on April 8, 1997.
2 (d)(16) Investment Sub-Advisory Agreement between SIMC and Farrell Wako Global Investment Management, Inc. dated June 14, 1996 is incorporated herein by reference to Exhibit 5(p) of Post-Effective Amendment No. 22 to Registrant's Registration Statement on Form N-1A (File No. 33-22821), filed with the SEC on April 8, 1997. (d)(17) Investment Sub-Advisory Agreement between SIMC and Lazard London International Investment Management Limited dated December 30, 1996 is incorporated herein by reference to Exhibit 5(q) of Post-Effective Amendment No. 22 to Registrant's Registration Statement on Form N-1A (File No. 33-22821), filed with the SEC on April 8, 1997. (d)(18) Investment Sub-Advisory Agreement between SIMC and Seligman Henderson Co. dated June 14, 1996 is incorporated herein by reference to Exhibit 5(r) of Post-Effective Amendment No. 22 to Registrant's Registration Statement on Form N-1A (File No. 33-22821), filed with the SEC on April 8, 1997. (d)(19) Investment Sub-Advisory Agreement between SIMC and SG Pacific Asset Management Inc. and SGY Asset Management (Singapore) Limited (formerly "Yamaichi Capital Management/Yamaichi Capital Management (Singapore) Limited") dated June 14, 1996 is incorporated herein by reference to Exhibit 5(s) of Post-Effective Amendment No. 22 to Registrant's Registration Statement on Form N-1A (File No. 33-22821), filed with the SEC on April 8, 1997. (d)(20) Investment Sub-Advisory Agreement between Registrant and Acadian Asset Management, Inc. dated November 7, 1994 is incorporated herein by reference to Exhibit 5(t) of Post-Effective Amendment No. 22 to Registrant's Registration Statement on Form N-1A (File No. 33-22821), filed with the SEC on April 8, 1997. (d)(21) Investment Advisory Agreement between Registrant and World Invest Limited dated November 7, 1994 is incorporated herein by reference to Exhibit 5(u) of Post-Effective Amendment No. 22 to Registrant's Registration Statement on Form N-1A (File No. 33-22821), filed with the SEC on April 8, 1997. (d)(22) Investment Sub-Advisory Agreement between SIMC and Credit Suisse Asset Management dated December 15, 1997 is incorporated by reference to Exhibit 5(v) of Registrant's Registration Statement on Form N-1A (File No. 33-22821) filed with the SEC on June 29, 1998. (d)(23) Investment Sub-Advisory Agreement between SIMC and Montgomery Asset Management, LLC dated July 31, 1997 is incorporated by reference to Exhibit 5(w) of Registrant's Registration Statement on Form N-1A (File No. 33-22821) filed with the SEC on June 29, 1998. (d)(24) Investment Sub-Advisory Agreement between SIMC and Capital Guardian Trust Company dated June 29, 1998 is incorporated by reference to Exhibit (d)(24) of Post-Effective Amendment No. 26 to Registrant's Registration Statement on Form N-1A (File No. 33-22821) filed with the SEC on November 25, 1998. (d)(25) Investment Sub-Advisory Agreement between SIMC and Scottish Widows Investment Management Limited dated March 23, 1998 is incorporated by reference to Exhibit 5(y) of Registrant's Registration Statement on Form N-1A (File No. 33-22821) filed with the SEC on June 29, 1998. (d)(26) Investment Sub-Advisory Agreement between SIMC and SG Pacific Asset Management, Inc., SG Yamaichi Asset Management Co., Ltd. and SGY Asset Management (Singapore) Limited dated March 23, 1998 is incorporated by reference to Exhibit (d)(26) of Post-Effective Amendment No. 26 to Registrant's Registration Statement on Form N-1A (File No. 33-22821) filed with the SEC on November 25, 1998.
3 (d)(27) Investment Sub-Advisory Agreement between SIMC and SG Pacific Asset Management, Inc. and SGY Asset Management (Singapore) Ltd. dated March 23, 1998 is incorporated by reference to Exhibit (d)(27) of Post-Effective Amendment No. 26 to Registrant's Registration Statement on Form N-1A (File No. 33-22821) filed with the SEC on November 25, 1998. (d)(28) Investment Sub-Advisory Agreement between SIMC and Morgan Stanley Asset Management Inc. dated September 15, 1998 is incorporated by reference to Exhibit (d)(28) of Post-Effective Amendment No. 26 to Registrant's Registration Statement on Form N-1A (File No. 33-22821) filed with the SEC on November 25, 1998. (d)(29) Investment Sub-Advisory Agreement between SIMC and Nicholas Applegate Capital Management dated September 10, 1998 is incorporated by reference to Exhibit (d)(29) of Post-Effective Amendment No. 26 to Registrant's Registration Statement on Form N-1A (File No. 33-22821) filed with the SEC on November 25, 1998. (d)(30) Investment Sub-Advisory Agreement between SIMC and Coronation Asset Management (Proprietary) Limited dated December 1, 1998 is incorporated by reference to Exhibit (d)(30) of Post-Effective Amendment No. 29 to Registrant's Registration Statement on Form N-1A (File No. 33-22821) filed on January 27, 2000. (d)(31) Investment Sub-Advisory Agreement between SIMC and Salomon Brothers Asset Management dated March 31, 1997 is incorporated by reference to Exhibit (d)(31) of Post-Effective Amendment No. 29 to Registrant's Registration Statement on Form N-1A (File No. 33-22821) filed on January 27, 2000. (d)(32) Investment Sub-Advisory Agreement between SIMC and BlackRock International, Ltd. dated December 13, 1999 is incorporated by reference to Exhibit (d)(32) of Post-Effective Amendment No. 29 to Registrant's Registration Statement on Form N-1A (File No. 33-22821) filed on January 27, 2000. (d)(33) Investment Sub-Advisory Agreement between SIMC and Oechsle International Advisors, LLC dated June 22, 1999 is incorporated by reference to Exhibit (d)(33) of Post-Effective Amendment No. 29 to Registrant's Registration Statement on Form N-1A (File No. 33-22821) filed on January 27, 2000. (d)(34) Schedule B to the Advisory Agreement between Registrant and Strategic Fixed Income, L.L.C. dated December 13, 1999 is incorporated by reference to Exhibit (d)(34) of Post-Effective Amendment No. 29 to Registrant's Registration Statement on Form N-1A (File No. 33-22821) filed on January 27, 2000. (d)(35) Investment Sub-Advisory Agreement between SIMC and Schroder Investment Management North America Inc. is incorporated by reference to Exhibit (d)(35) of Post-Effective Amendment No. 30 to Registrant's Registration Statement on Form N-1A (File No. 33-22821) filed on June 30, 2000. (d)(36) Investment Sub-Advisory Agreement between Registrant and The Boston Company Asset Management, with respect to the Emerging Markets Equity Fund, is filed herewith. (d)(37) Investment Sub-Advisory Agreement between Registrant and Jardine Fleming International Management, Inc., with respect to the International Equity Fund, is filed herewith. (d)(38) Investment Sub-Advisory Agreement between Registrant and Martin Currie, Inc., with respect to the International Equity Fund, is filed herewith.
4 (e) Distribution Agreement between Registrant and SEI Investments Distribution Co. as originally filed with 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, is incorporated herein by reference to Exhibit 6 of Post-Effective Amendment No. 23, filed with the SEC on June 23, 1997. (f) Not Applicable (g)(1) Custodian Agreement between Registrant and State Street Bank and Trust Company as originally filed as Exhibit (8) to 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, is incorporated herein by reference to Exhibit 8(a) of Post-Effective Amendment No. 23, filed with the SEC on June 23, 1997. (g)(2) Custodian Agreement between Registrant and The Chase Manhattan Bank, N.A. as originally filed as Exhibit (8)(c) 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, is incorporated herein by reference to Exhibit 8(b) of Post-Effective Amendment No. 23, filed with the SEC on June 23, 1997. (h)(1) Management Agreement between Registrant and SIMC as originally filed as Exhibit (5)(a) 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, is incorporated herein by reference to Exhibit 9(a) of Post-Effective Amendment No. 23, filed with the SEC on June 23, 1997. (h)(2) Schedule C to Management Agreement between Registrant and SIMC adding the International Fixed Income Portfolio as originally filed as Exhibit (5)(d) 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, is incorporated herein by reference to Exhibit 9(b) of Post-Effective Amendment No. 22 filed with the SEC on April 8, 1997. (h)(3) Consent to Assignment and Assumption Agreement between SIMC and SEI Fund Management dated May 31, 1996 is incorporated herein by reference to Post-Effective Amendment No. 22 to Exhibit 9(c) of Registrant's Registration Statement on Form N-1A (File No. 33-22821), filed with the SEC on April 8, 1997. (h)(4) Shareholder Service Plan and Agreement with respect to the Class A shares is incorporated herein by reference to Exhibit 15(e) of Post-Effective Amendment No. 22 to Registrant's Registration Statement on Form N-1A (File No. 33-22821), filed with the SEC on April 8, 1997. (h)(5) Form of Shareholder Service Plan and Agreement with respect to Class I shares is incorporated by reference to Exhibit (h)(5) of Post-Effective Amendment No. 30 to Registrant's Registration Statement on Form N-1A (File No. 33-22821) filed on June 30, 2000. (h)(6) Form of Administrator Services Plan and Agreement with respect to Class I is incorporated by reference to Exhibit (h)(6) of Post-Effective Amendment No. 30 to Registrant's Registration Statement on Form N-1A (File No. 33-22821) filed on June 30, 2000. (i) Opinion and Consent of Counsel is filed herewith. (j) Consent of Independent Accountants is filed herewith. (k) Not Applicable (l) Not Applicable
5 (m)(1) Distribution Plan (Class D) as originally filed with 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, is incorporated herein by reference to Exhibit 15(a) of Post-Effective Amendment No. 22 filed with the SEC on April 8, 1997. (m)(2) Distribution Plan (Core International Equity Portfolio Class A) as originally filed with 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, is incorporated herein by reference to Exhibit 15(b) of Post-Effective Amendment No. 23, filed with the SEC on June 23, 1997. (m)(3) Distribution Plan (International Fixed Income Portfolio) as originally filed with 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, is incorporated herein by reference to Exhibit 15(c) of Post-Effective Amendment No. 23, filed with the SEC on June 23, 1997. (m)(4) Amended and Restated Distribution Plan is incorporated herein by reference to Exhibit 15(d) of Post-Effective Amendment No. 22 to Registrant's Registration Statement on Form N-1A (File No. 33-22821), filed with the SEC on April 8, 1997. (n) Not Applicable (o)(1) Rule 18f-3 Multiple Class Plan as originally filed as Exhibit (15)(d) to Registrant's Registration Statement on Form N-14 (File No. 33-65361), filed with the SEC on December 22, 1995, is incorporated herein by reference to Exhibit 18(a) of Post-Effective Amendment No. 22 filed with the SEC on April 8, 1997. (o)(2) Amendment No. 1 to Rule 18f-3 Plan relating to Class A and Class D shares is incorporated herein by reference to Exhibit 18(b) of Post-Effective Amendment No. 22 to Registrant's Registration Statement on Form N-1A (File No. 33-22821), filed with the SEC on April 8, 1997. (o)(3) Amendment No. 2 to Rule 18f-3 Plan relating to Class I shares is incorporated by reference to Exhibit (o)(3) of Post-Effective Amendment No. 30 to Registrant's Registration Statement on Form N-1A (File No. 33-22821) filed on June 30, 2000. (p)(1) The Code of Ethics for SEI Investments Company dated April, 2000 is incorporated by reference to Exhibit (p)(4) of Post-Effective Amendment No. 42 of SEI Daily Income Trust's Registration Statement on Form N-1A (File Nos. 2-77048 and 811-3451), filed with the SEC on May 30, 2000 (Accession #0000912057-00-026756). (p)(2) The Code of Ethics for SEI Institutional International Trust dated March 20, 2000 is incorporated by reference to Exhibit (p)(2) of Post-Effective Amendment No. 30 to Registrant's Registration Statement on Form N-1A (File No. 33-22821) filed on June 30, 2000. (p)(3) The Code of Ethics for Acadian Asset Management, Inc. is incorporated by reference to Exhibit (p)(3) of Post-Effective Amendment No. 30 to Registrant's Registration Statement on Form N-1A (File No. 33-22821) filed on June 30, 2000. (p)(4) The Code of Ethics for BlackRock International, Ltd. is incorporated by reference to Exhibit (p)(4) of Post-Effective Amendment No. 30 to Registrant's Registration Statement on Form N-1A (File No. 33-22821) filed on June 30, 2000. (p)(5) The Code of Ethics for Capital Guardian Trust Co. is incorporated by reference to Exhibit (p)(5) of Post-Effective Amendment No. 30 to Registrant's Registration Statement on Form N-1A (File No. 33-22821) filed on June 30, 2000.
6 (p)(6) The Code of Ethics for Credit Suisse Asset Management Limited is incorporated by reference to Exhibit (p)(6) of Post-Effective Amendment No. 30 to Registrant's Registration Statement on Form N-1A (File No. 33-22821) filed on June 30, 2000. (p)(7) The Code of Ethics for Coronation Asset Management (Proprietary) Limited is incorporated by reference to Exhibit (p)(7) of Post-Effective Amendment No. 30 to Registrant's Registration Statement on Form N-1A (File No. 33-22821) filed on June 30, 2000. (p)(8) The Code of Ethics for Morgan Stanley Dean Witter Investment Management is incorporated by reference to Exhibit (p)(8) of Post-Effective Amendment No. 30 to Registrant's Registration Statement on Form N-1A (File No. 33-22821) filed on June 30, 2000. (p)(9) The Code of Ethics for Nicholas-Applegate Capital Management is incorporated by reference to Exhibit (p)(9) of Post-Effective Amendment No. 30 to Registrant's Registration Statement on Form N-1A (File No. 33-22821) filed on June 30, 2000. (p)(10) The Code of Ethics for Oechsle International Advisors LLC is incorporated by reference to Exhibit (p)(10) of Post-Effective Amendment No. 30 to Registrant's Registration Statement on Form N-1A (File No. 33-22821) filed on June 30, 2000. (p)(11) The Code of Ethics for Salomon Brothers Asset Management, Inc. is incorporated by reference to Exhibit (p)(11) of Post-Effective Amendment No. 30 to Registrant's Registration Statement on Form N-1A (File No. 33-22821) filed on June 30, 2000. (p)(12) The Code of Ethics for SG Pacific Asset Management, Inc./SGY Asset Management (Singapore Ltd./SG Yamaichi Asset Management Co., Ltd. is incorporated by reference to Exhibit (p)(12) of Post-Effective Amendment No. 30 to Registrant's Registration Statement on Form N-1A (File No. 33-22821) filed on June 30, 2000. (p)(13) The Code of Ethics for Strategic Fixed Income, LLC is incorporated by reference to Exhibit (p)(13) of Post-Effective Amendment No. 30 to Registrant's Registration Statement on Form N-1A (File No. 33-22821) filed on June 30, 2000. (p)(14) The Code of Ethics for Schroder Investment Management North America Inc. is incorporated by reference to Exhibit (p)(14) of Post-Effective Amendment No. 30 to Registrant's Registration Statement on Form N-1A (File No. 33-22821) filed on June 30, 2000. (p)(15) The Code of Ethics for The Boston Company Asset Management is herein incorporated by reference to Exhibit (p)(8) of Post-Effective Amendment No. 6 of SEI Institutional Investment Trust's Registration Statement on Form N-1A (File No. 33-58041), filed with the SEC on September 28, 2000 (Accession # 0000912057-00-043038). (p)(16) The Code of Ethics for Jardine Fleming International Management, Inc. is herein incorporated by reference to Exhibit (p)(14) of Post-Effective Amendment No. 6 of SEI Institutional Investment Trust's Registration Statement on Form N-1A (File No. 33-58041), filed with the SEC on September 28, 2000 (Accession # 0000912057-00-043038). (p)(17) The Code of Ethics for Martin Currie, Inc. is herein incorporated by reference to Exhibit (p)(16) of Post-Effective Amendment No. 6 of SEI Institutional Investment Trust's Registration Statement on Form N-1A (File No. 33-58041), filed with the SEC on September 28, 2000 (Accession # 0000912057-00-043038).
7 (q) Powers of Attorney for Robert A. Nesher, William M. Doran, James R. Foggo, F. Wendell Gooch, Rosemarie B. Greco, George J. Sullivan, Jr., James M. Storey, and Edward D. Loughlin are incorporated by reference to Exhibit (q) of Post-Effective Amendment No. 43 of SEI Daily Income Trust's Registration Statement on Form N-1A (File Nos. 2-77048 and 811-3451) filed with the SEC on January 22, 2001.
Item 24. 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 Investments Company which also controls the distributor of the Registrant (SEI Investments Distribution Co.) and other corporations engaged in providing various financial and record keeping services, primarily to bank trust departments, pension plan sponsors and investment managers. Item 25. 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 26. BUSINESS AND OTHER CONNECTIONS OF INVESTMENT ADVISER: ACADIAN ASSET MANAGEMENT, INC. Acadian Asset Management, Inc. ("Acadian") is a sub-adviser for the Registrant's International Equity Fund. The principal address of Acadian is Ten Post Office Square, 8th Floor, Boston, Massachusetts 02109. Acadian is an investment adviser registered under the Advisers Act.
NAME AND POSITION WITH INVESTMENT ADVISER NAME OF OTHER COMPANY CONNECTION WITH OTHER COMPANY ----------------------------- ----------------------------- ----------------------------- Gary Leonard Bergstrom -- -- Chairman, Treasurer John Robert Chisholm -- -- Executive Vice President, co- CIO
8
NAME AND POSITION WITH INVESTMENT ADVISER NAME OF OTHER COMPANY CONNECTION WITH OTHER COMPANY ----------------------------- ----------------------------- ----------------------------- Ronald Dickson Frashure -- -- President, co-CIO Churchill Gibson Franklin -- -- Executive Vice President, Marketing Director Barry Bennett White Foley, Hoag & Eliot Partner Clerk Stella Margaret Hammond -- -- Senior Vice President, Portfolio Manager Jim Klapman -- -- Vice President Amy Conklin -- -- Senior Vice President
BLACKROCK INTERNATIONAL, LTD. BlackRock International, Ltd. ("BlackRock International") is a sub-adviser for the Registrant's International Equity Fund. The principal address of BlackRock is 7 Castle Street, Edinburgh, EH23AM Scotland, United Kingdom. BlackRock International is an investment adviser registered under the Advisers Act.
NAME AND POSITION WITH INVESTMENT ADVISER NAME OF OTHER COMPANY CONNECTION WITH OTHER COMPANY ----------------------------- ----------------------------- ----------------------------- Gordon Anderson CastleInternational Asset Director Managing Director Management Inc. BlackRock International, Ltd. Managing Director Keith Thomas Anderson BlackRock Financial Managing Director Managing Director Management, Inc. BlackRock Advisors, Inc. Managing Director BlackRock (Japan) Inc. Managing Director BlackRock International, Ltd. Managing Director BlackRock Institutional Managing Director Management Corporation Provident Advisers, Inc. Managing Director Paul L. Audet BlackRock International, Ltd. Chief Financial Officer, Chief Financial Officer, Managing Director Managing Director BlackRock Financial Chief Financial Officer, Management, Inc. Managing Director BlackRock Advisors, Inc. Chief Financial Officer, Managing Director BlackRock (Japan) Inc. Chief Financial Officer, Managing Director
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NAME AND POSITION WITH INVESTMENT ADVISER NAME OF OTHER COMPANY CONNECTION WITH OTHER COMPANY ----------------------------- ----------------------------- ----------------------------- BlackRock Institutional Chief Financial Officer, Management Corporation Managing Director BlackRock, Inc. Chief Financial Officer, Managing Director NC Investment Holdings, LLC Chief Financial Officer, Managing Director PNC Asset Management, Inc. Chief Financial Officer, Managing Director PNC Investment Chief Financial Officer, Holdings, Inc. Managing Director Bartholomew Angelo Battista BlackRock Financial Vice President, Regulatory Vice President, Regulatory Management, Inc. Compliance Compliance BlackRock Advisors, Inc. Vice President, Regulatory Compliance BlackRock (Japan) Inc. Vice President, Regulatory Compliance BlackRock International, Ltd. Vice President, Regulatory Compliance BlackRock Institutional Vice President, Regulatory Management Corporation Compliance Robert Peter Connolly BlackRock, Inc. General Counsel Managing Director, General Counsel, Secretary BlackRock Financial Managing Director, Counsel, Management, Inc. Secretary BlackRock Advisors, Inc. Managing Director, Counsel, Secretary BlackRock (Japan) Inc. Managing Director, Counsel, Secretary BlackRock International, Ltd. Managing Director, Counsel, Secretary BlackRock Institutional Managing Director, Counsel, Management Corporation Secretary Provident Advisers, Inc. General Counsel, Assistant Secretary Laurence Douglas Fink BlackRock, Inc. Chairman, CEO, Director Chairman, CEO & Director BlackRock Financial Chairman, CEO, Director Management, Inc.
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NAME AND POSITION WITH INVESTMENT ADVISER NAME OF OTHER COMPANY CONNECTION WITH OTHER COMPANY ----------------------------- ----------------------------- ----------------------------- BlackRock Advisors, Inc. Chairman, CEO, Director BlackRock (Japan) Inc. Chairman, CEO, Director BlackRock International, Ltd Chairman, CEO, Director BlackRock Institutional Chairman, CEO, Director Management Provident Advisers, Inc. Chairman, CEO, Director Hugh Robert Frater BlackRock, Inc. Managing Director Managing Director BlackRock Advisors, Inc. Managing Director BlackRock (Japan) Inc. Managing Director BlackRock International, Ltd. Managing Director BlackRock Institutional Managing Director Management Corporation Provident Advisers, Inc. Managing Director Henry Gabbay BlackRock Financial Managing Director, Portfolio Managing Director, Portfolio Management, Inc. Compliance Compliance BlackRock, Inc. Managing Director, Portfolio Compliance BlackRock Advisors, Inc. Managing Director, Portfolio Compliance BlackRock (Japan) Inc. Managing Director, Portfolio Compliance BlackRock International, Ltd. Managing Director, Portfolio Compliance BlackRock Institutional Managing Director, Portfolio Management Corporation Compliance Provident Advisers, Inc. Chief Compliance Officer Bennett William Golub BlackRock, Inc. Managing Director Managing Partner BlackRock Advisors, Inc. Managing Director BlackRock (Japan) Inc. Managing Director BlackRock International, Ltd. Managing Director BlackRock Institutional Managing Director Management Corporation Provident Advisers, Inc. Managing Director Robert Steven Kapito BlackRock, Inc. Vice Chairman Director, Vice Chairman BlackRock Financial Vice Chairman, Director Management, Inc.
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NAME AND POSITION WITH INVESTMENT ADVISER NAME OF OTHER COMPANY CONNECTION WITH OTHER COMPANY ----------------------------- ----------------------------- ----------------------------- BlackRock Advisors, Inc. Vice Chairman, Director BlackRock (Japan) Inc. Vice Chairman, Director BlackRock International, Ltd. Vice Chairman, Director BlackRock Institutional Vice Chairman, Director Management Corporation Provident Advisers, Inc. Vice Chairman, Director James Joseph Lillis BlackRock, Inc. Treasurer, Assistant Treasurer, Assistant Secretary Secretary BlackRock Advisors, Inc. Treasurer, Assistant Secretary BlackRock (Japan) Inc. Treasurer, Assistant Secretary BlackRock International, Ltd. Treasurer, Assistant Secretary BlackRock Institutional Treasurer, Assistant Management Corporation Secretary Provident Advisers, Inc. Treasurer, Assistant Secretary Paul Phillip Matthews, II BlackRock Financial Managing Director Managing Director Management, Inc. BlackRock Advisors, Inc. Managing Director BlackRock (Japan) Inc. Managing Director BFM International, Ltd. Managing Director BlackRock Institutional Managing Director Management Corporation Provident Advisers, Inc. Managing Director Barbara Goldman Novick BlackRock, Inc. Managing Director Managing Director BlackRock Advisors, Inc. Managing Director BlackRock (Japan) Inc. Managing Director BlackRock International, Ltd. Managing Director BlackRock Institutional Managing Director Management Corporation Provident Advisers, Inc. Managing Director Karen Horwitz Sabath BlackRock, Inc. Managing Director Managing Director BlackRock Advisors, Inc. Managing Director BlackRock (Japan) Inc. Managing Director BlackRock International, Ltd. Managing Director BlackRock Institutional Managing Director Management Corporation Provident Advisers, Inc. Managing Director
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NAME AND POSITION WITH INVESTMENT ADVISER NAME OF OTHER COMPANY CONNECTION WITH OTHER COMPANY ----------------------------- ----------------------------- ----------------------------- Ralph Lewis Schlosstein BlackRock, Inc. President, Director President, Director BlackRock Financial President, Director Management, Inc. BlackRock Advisors, Inc President, Director BlackRock (Japan) Inc. President, Director BlackRock International, Ltd. President, Director BlackRock Institutional President, Director Management Provident Advisers, Inc. President, Director Susan Lynne Wagner BlackRock, Inc. Chief Financial Officer, Chief Financial Officer, Secretary Secretary BlackRock Advisors, Inc. Chief Financial Officer, Secretary BlackRock (Japan) Inc. Chief Financial Officer, Secretary BlackRock International, Ltd. Chief Financial Officer, Secretary BlackRock Institutional Chief Financial Officer, Management Corporation Secretary Provident Advisers, Inc. Chief Financial Officer, Secretary
THE BOSTON COMPANY ASSET MANAGEMENT, LLC The Boston Company Asset Management, LLC ("The Boston Company") is a sub-adviser for the Registrant's Emerging Markets Equity Fund. The principal business address of The Boston Company is One Boston Place, Boston, MA 02108-4402. The Boston Company is a registered investment adviser under the Advisers Act.
NAME AND POSITION WITH INVESTMENT ADVISER NAME OF OTHER COMPANY CONNECTION WITH OTHER COMPANY ----------------------------- ----------------------------- ----------------------------- Francis D. Antin Boston Safe Advisors, Inc. Director and Vice Chairman President, Chief Executive Certus Asset Advisors Director and Chairman Officer, Director Corporation Boston Safe Deposit and Trust Senior Vice President Company Christopher M. Condron Mellon Bank, N.A. Chief Operating Officer, Director President, and Vice Chairman The Dreyfus Corporation Chief Executive Officer, Director, President and Chief Operating Officer Franklin Portfolio Holdings, Director Inc.
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NAME AND POSITION WITH INVESTMENT ADVISER NAME OF OTHER COMPANY CONNECTION WITH OTHER COMPANY ----------------------------- ----------------------------- ----------------------------- Certus Asset Advisers Director Corporation Mellon Capital Management Director Corporation Mellon Bond Associates Trustee Mellon Equity Associates Trustee Boston Safe Advisors, Inc. Director and President Mellon Financial Corporation Vice Chairman, Director, President and Chief Operating Officer The Boston Company, Inc. Vice Chairman and Director Boston Safe Deposit and Trust Director Company The Boston Company Financial President and Director Strategies, Inc. Boston Safe Deposit and Trust Director Company of New York Laurel Capital Advisors Trustee Francis R. DeAngelis -- -- Senior Vice President William J. Goldenberg -- -- Vice President and Securities Analyst John D. Kattar Boston Safe Advisors, Inc. Senior Vice President Senior Vice President John D. Macey Senior Vice President Peter M. Ruggles Boston Safe Deposit and Trust Vice President Senior Vice President Company Valerie J. Sill Senior Vice President and Research Analyst Quinn R. Stills Senior Vice President and Portfolio Manager Matthew N. Fontaine The Dreyfus Corporation Portfolio Manager Vice President Boston Safe Deposit and Trust Vice President Company Henry W. Franks Boston Safe Deposit and Trust Vice President Vice President Company David S. Hertan The Dreyfus Corporation Portfolio Manager Senior Vice President
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NAME AND POSITION WITH INVESTMENT ADVISER NAME OF OTHER COMPANY CONNECTION WITH OTHER COMPANY ----------------------------- ----------------------------- ----------------------------- Andrew S. Windmueller Boston Safe Deposit and Trust Vice President Vice President Company The Dreyfus Corporation Portfolio Manager David K. Henry Boston Safe Deposit and Trust Vice President Senior Vice President and Company Portfolio Manager The Dreyfus Corporation Portfolio Manager
CAPITAL GUARDIAN TRUST COMPANY Capital Guardian Trust Company ("Capital Guardian") is a sub-adviser for the Registrant's International Equity Fund. The principal business address of Capital Guardian is 630 5th Avenue, 36th Floor, New York, New York 10111. Capital Guardian is a California trust company and is exempt from registration under the Advisers Act.
NAME AND POSITION WITH INVESTMENT ADVISER NAME OF OTHER COMPANY CONNECTION WITH OTHER COMPANY ----------------------- --------------------------------- -------------------------------- Richard C. Barker Capital Group International, Inc. Vice Chairman of the Board and Director Capital International Limited Chairman of the Board Michael D. Beckman Capital Guardian Research Company Treasurer Senior Vice President, Capital Guardian Trust Company, a Director Treasurer, and Nevada Corporation Director David I. Fisher The Capital Group Companies, Inc. Chairman of the Board Chairman of the Board Capital Group International, Inc. Director Capital International, Inc. Vice Chairman of the Board Capital International S.A. Chairman of the Board Capital International Limited Vice Chairman Capital International K.K. Director Capital Group Research, Inc. Director Capital Research Company Director Capital International Research, Director Inc. William H. Hurt Capital Guardian Trust Company, a Chairman of the Board Senior Vice President Nevada Corporation and Director Capital Strategy Research, Inc. Chairman of the Board Robert G. Kirby The Capital Group Partners L.P. Senior Partner Director and portfolio manager Nancy J. Kyle -- -- Senior Vice President- International, Director of the Executive Committee, international equity and emerging markets portfolio manager
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NAME AND POSITION WITH INVESTMENT ADVISER NAME OF OTHER COMPANY CONNECTION WITH OTHER COMPANY ----------------------- --------------------------------- -------------------------------- Karin L. Larson Capital Guardian Research Company President, Director of Research Director and member of the Board Capital Research International President, Director of Research and member of the Board The Capital Group Companies, Inc. Director D. James Martin Capital Guardian Research Company Senior Vice President and Director Director John McIlwralth Capital International Limited Senior Vice President and Senior Vice President- Director International and Director James R. Mulally Capital Guardian Research Company Director Senior Vice President, Capital Research Company Vice President Director and Chairman Capital International Limited Senior Vice President of the Fixed Income Subcommittee Jason M. Pilalas Capital Guardian Research Company Senior Vice President and Director Director Robert Ronus Capital Research International Chairman of the Board President and Director Capital International S.A. Senior Vice President Capital International Limited Senior Vice President Theodore R. Samuels Capital Guardian Research Company Director Senior Vice President and Director, portfolio manager John B. Seiter Capital Group International, Inc. Senior Vice President Executive Vice The Capital Group Companies, Inc. Vice President President and Director Eugene P. Stein Capital Guardian Research Company Director Executive Vice President, Director, portfolio manager and Chairman of the Investment Committee Edus H. Warren The Capital Group Partners, L.P. Senior Partner
JARDINE FLEMING INTERNATIONAL MANAGEMENT INC. Jardine Fleming International Management Inc. ("JFIMI") is a sub-adviser for the Registrant's International Equity Fund. The principal business address of JFIMI is 47/P, Jardine House, 1 Connaught Place, Hong Kong. JFIMI is a registered investment adviser under the Advisers Act. 16
NAME AND POSITION WITH INVESTMENT ADVISER NAME OF OTHER COMPANY CONNECTION WITH OTHER COMPANY ------------------------------------ ------------------------------------ ------------------------------------ David Michael Tesra T. Rowe Price Associates, Inc. Managing Director Director Rowe Price-Fleming International Chairman Inc. Douglas A. Eu -- -- Chief Operations Officer Hugh Moss Gerald Forsgate The Jardine Engineering Corporation Non-Executive Director Director Limited Bralda Industries Limited Chairman & Director Mark Barry Ewart White -- -- Chief Executive Officer/Director
MARTIN CURRIE, INC. Martin Currie, Inc. ("Martin Currie") is a sub-adviser for the Registrant's International Equity Fund. The principal business address of Martin Currie is Saltire Court, 20 Castle Terrace, Edinburgh EH12ES. Martin Currie is a registered investment adviser under the Advisers Act.
NAME AND POSITION WITH INVESTMENT ADVISER NAME OF OTHER COMPANY CONNECTION WITH OTHER COMPANY ------------------------------------ ------------------------------------ ------------------------------------ Martin Currie Limited -- -- Parent Company Martin Currie Employee Benefits -- -- Trust Beneficial Owner James Keith Ross Falconer Martin Currie Limited Director Director/Vice President Patrick Joseph Scott-Plummer Martin Currie Investment Management Director Director/Vice President Limited Charles James Payan Dawnay Martin Currie Investment Management Director Director/Vice President Limited James MacGregor Ayton Fairweather Martin Currie Investment Management Director Director/Vice President Ltd. Allan Davidson MacLeod Martin Currie Investor Services Inc. Sales Representative Director/Vice President Martin Currie Investment Management Director Ltd. Michael William Thomas Martin Currie Investment Management Director & Head of Far East Director/Vice President Ltd. Investment James Grant Wilson Martin Currie Investment Management Director Director/Vice President Limited Anthony Paul Hanlon Martin Currie Investment Management Director Director/Vice President Ltd.
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NAME AND POSITION WITH INVESTMENT ADVISER NAME OF OTHER COMPANY CONNECTION WITH OTHER COMPANY ------------------------------------ ------------------------------------ ------------------------------------ Timothy Julian Dalton Hall Martin Currie Investment Management Director Director/Vice President Limited Colin Winchester Martin Currie Investment Management Finance Director Chief Financial Officer Ltd. Julian Mark Campbell Livingston Martin Currie Investment Management General Counsel General Counsel Limited Steven Nelson Johnson Martin Currie Investor Services Inc. Director Director/Vice President Martin Currie Investment Management Vice President Ltd. Martin Brown Martin Currie Investment Management Director of Operations Director of Operations Ltd.
MORGAN STANLEY DEAN WITTER INVESTMENT MANAGEMENT INC. Morgan Stanley Dean Witter Investment Management Inc. ("MSDW") is a sub-adviser for the Registrant's Emerging Market Equity Fund. The principal business address of MSDW is 1221 Avenue of the Americas, New York, NY 10020. MSDW is an investment adviser registered under the Adviser Act.
NAME AND POSITION WITH INVESTMENT ADVISER NAME OF OTHER COMPANY CONNECTION WITH OTHER COMPANY ------------------------------------ ------------------------------------ ------------------------------------ Barton M. Biggs Morgan Stanley & Co. Incorporated Managing Director Chairman, Director and Managing Director Harold J. Schaff, Jr. Morgan Stanley & Co. Incorporated Managing Director General Counsel, Secretary and Managing Director Donald P. Ryan Morgan Stanley & Co. Incorporated Principal Compliance Officer and Principal Alexander C. Frank Morgan Stanley & Co. Incorporated Managing Director Treasurer Peter D. Caldecott Morgan Stanley Dean Witter Managing Director Managing Director and Member of Investment Management, Ltd. Executive Committee Morgan Stanley International Vice President & Investment Manager Alan E. Goldberg Morgan Stanley & Co. Incorporated Managing Director Member of Executive Committee
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NAME AND POSITION WITH INVESTMENT ADVISER NAME OF OTHER COMPANY CONNECTION WITH OTHER COMPANY ------------------------------------ ------------------------------------ ------------------------------------ Thomas L. Bennett Morgan Stanley & Co. Incorporated Managing Director Member of Executive Committee and Miller Anderson & Sherred, LLP Portfolio Manager and Executive Portfolio Manager MAS Fund Distribution, Inc. Committee Member Director Marna C. Whittington Miller Anderson & Sherrerd, LLP Exec. Committee Member Chief Operating Officer, Managing Director and Member of Executive Committee Richard B. Worley Miller Anderson & Sherrerd, LLP Portfolio Manager and Executive President, Director, Managing Committee Member Director, Portfolio Manager and Member of Executive Committee MAS Fund Distribution, Inc. Registered Representative Morgan Stanley & Co. Incorporated Managing Director
NICHOLAS-APPLEGATE CAPITAL MANAGEMENT Nicholas-Applegate Capital Management ("Nicholas-Applegate") is a sub-adviser for the Registrant's Emerging Markets Equity Fund. The principal address of Nicholas-Applegate is 600 West Broadway, Suite 2900, San Diego, CA 92101. Nicholas-Applegate is an investment adviser registered under the Advisers Act.
NAME AND POSITION WITH INVESTMENT ADVISER NAME OF OTHER COMPANY CONNECTION WITH OTHER COMPANY ------------------------------------ ------------------------------------ ------------------------------------ Thomas E. Bleakley -- -- Limited Partner of LP William H. Chenoweth -- -- Limited Partner of LP Laura Stanley DeMarco -- -- Limited Partner of LP Andrew B. Gallagher Nicholas-Applegate Capital Partner, Portfolio Manager, Limited Partner of LP Management Institutional Equity Management Richard E. Graf -- -- Limited Partner of LP Peter J. Johnson -- -- Limited Partner of LP Jill B. Jordon Nicholas-Applegate Capital Head of Global Sales and Marketing Limited Partner of LP Management Nicholas-Applegate Securities Senior Vice President and Head of Institutional Business
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NAME AND POSITION WITH INVESTMENT ADVISER NAME OF OTHER COMPANY CONNECTION WITH OTHER COMPANY ------------------------------------ ------------------------------------ ------------------------------------ John J. Kane -- -- Limited Partner of LP James E. Kellerman -- -- Limited Partner of LP George C. Kenney -- -- Limited Partner of LP Pedro V. Marcal -- -- Limited Partner of LP James T. McComsey -- -- Limited Partner of LP John J.P. McDonnell Nicholas-Applegate Capital COO Limited Partner of LP Management Edward B. Moore, Jr. -- -- Limited Partner of LP Loretta J. Morris -- -- Limited Partner of LP Arthur E. Nicholas Nicholas-Applegate Securites President, Chairman Managing Partner Nicholas-Applegate Capital Managment Managing Partner, President of General Partner, CIO John R. Pipkin -- -- Limited Partner of LP Frederick S. Robertson Nicholas-Applegate Capital CIO/Fixed Income Limited Partner of LP Management Catherine C. Somhegyi Nicholas-Applegate Capital CIO, Global Equity Management, Limited Partner of LP Management Partner, and Portfolio Manager Lawrence S. Speidell -- -- Limited Partner of LP Todd L. Spillane -- -- Vice President, Director of Compliance James W. Szabo Nichoas-Applegate Capital Management General Partner of Global Holding Limited Partner of LP Holdings LP and Nicholas-Applegate Capital Management Nicholas-Applegate Capital General Partner of General Partner Management Holdings Inc. Nicholas-Applegate Capital Limited Partner of LP Management Inc.
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NAME AND POSITION WITH INVESTMENT ADVISER NAME OF OTHER COMPANY CONNECTION WITH OTHER COMPANY ------------------------------------ ------------------------------------ ------------------------------------ Nicholas-Applegate Global Holding -- -- Co. LP Limited Partner Nicholas-Applegare Capital -- -- Management, Inc. Limited Partner of Limited Partner
OECHSLE INTERNATIONAL ADVISORS, LLC Oechsle International Advisors, LLC ("Oechsle") is a sub-adviser for the Registrant's International Equity Fund. The principal business address of Oechsle is One International Place, 23rd Floor, Boston, Massachusetts 02110. Oechsle is an investment adviser registered under the Advisers Act.
NAME AND POSITION WITH INVESTMENT ADVISER NAME OF OTHER COMPANY CONNECTION WITH OTHER COMPANY ------------------------------------ ------------------------------------ ------------------------------------ Singleton Dewey Keesler CIO and Executive Managing Principal Stephen Patrick Langer Executive Managing Principal/Director of Marketing Lawrence Sean Roche COO and Executive Managing Principal Warren Robbins Walker Oechsle International Advisors, Ltd. Portfolio Manager Executive Managing Principal OIA European Management Company, LLC Portfolio Manager Walter Oechsle Managing Principal/Portfolio Manager Steven Henry Schaefer Oechsle International Advisors, Ltd. Portfolio Manager and Managing Managing Principal/Portfolio Manager Director John Frances Biagiotti CFO/Principal Paula Nicole Drake General Counsel/Principal Robert E. O'Hare Senior Compliance Officer Steven James Butters Marketing Officer/Portfolio Manager Kathleen Mary Harris Principal/Portfolio Manager
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NAME AND POSITION WITH INVESTMENT ADVISER NAME OF OTHER COMPANY CONNECTION WITH OTHER COMPANY ------------------------------------ ------------------------------------ ------------------------------------ Peter Mentz Jebsen OIA European Management Company, LLC Portfolio Manager John G. Power. III Senior Vice President
SALOMON BROTHERS ASSET MANAGEMENT INC. Salomon Brothers Asset Management Inc. ("SBAM") is the sub-adviser for the Registrant's Emerging Markets Debt Fund. The principal address of SBAM is 7 World Trade Center, New York, New York 10048. SBAM is an investment adviser registered under the Advisers Act.
NAME AND POSITION WITH INVESTMENT ADVISER NAME OF OTHER COMPANY CONNECTION WITH OTHER COMPANY ------------------------------------ ------------------------------------ ------------------------------------ Andrew W. Alter Salomon Brothers Inc. Counsel Assistant Secretary Howard M. Darmstadter Travelers Group, Inc. Assistant General Counsel Assistant Secretary Vilas V. Gadkari Salomon Brothers Asset Management Managing Director & Chief Investment Managing Director Limited Officer Salomon Brothers Inc. Managing Director Salomon Brothers International Managing Director Limited Thomas W. Jasper Salomon Brothers Inc. Managing Director Treasurer Ross S. Margolies Salomon Brothers Inc. Managing Director Managing Director Heath B. McLendon Salomon Smith Barney Managing Director Managing Director Smith Barney Strategy Advisers Inc. Director, Chairman The Travelers Investment Management Director Company Mary L. McNiff Salomon Brothers Inc. Director Director Pamela P. Milunovich Salomon Brothers Inc. Director Director Nancy A. Noyes Salomon Brothers Inc. Director Director Maureen J. O'Callaghan Salomon Brothers Inc. Director Director Marcus A. Peckman Salomon Brothers, Inc. Director Director-Chief Financial Officer
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NAME AND POSITION WITH INVESTMENT ADVISER NAME OF OTHER COMPANY CONNECTION WITH OTHER COMPANY ------------------------------------ ------------------------------------ ------------------------------------ Michael F. Rosenbaum Salomon Smith Barney Inc. Managing Director Chief Legal Officer, General Counsel Salomon Brothers Asset Management Chief Legal Officer Limited Salomon Brothers Asset Management Chief Legal Officer Asia Pacific Limited The Travelers Group Inc. General Counsel to Asset Management Mitchel J. Schulman Salomon Brothers Inc. Director, COO-Portfolios Director, COO-Portfolios Jeffrey S. Scott -- -- Chief Compliance Officer Beth A. Simmel Salomon Brothers Inc. Director Director David A. Torchia Salomon Brothers Inc. Director Director Peter J. Wilby Salomon Brothers Inc. Managing Director Managing Director
SCHRODER INVESTMENT MANAGEMENT NORTH AMERICA INC. Schroder Investment Management North America Inc. ("Schroders") is an investment sub-adviser to the Emerging Markets Equity Fund. The principal business address of Schroders is Equitable Center, 787 Seventh Avenue, New York, New York 10019. Schroders is an investment sub-adviser registered under the Advisers Act.
NAME AND POSITION WITH INVESTMENT ADVISER NAME OF OTHER COMPANY CONNECTION WITH OTHER COMPANY ------------------------------------ ------------------------------------ ------------------------------------ Andrew R. Barker Schroder Investment Management North First Vice President Director, Senior Vice President America Ltd. William Henry Barnes -- -- Director, Senior Vice President Andrew Anthony Beal Schroder Investment Management North Investment Manager Investment Manager America Ltd. Stefan Bottcher Schroder Investment Management North Director Director America Ltd. Marie C. Bouveresse Bertic -- -- Manager
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NAME AND POSITION WITH INVESTMENT ADVISER NAME OF OTHER COMPANY CONNECTION WITH OTHER COMPANY ------------------------------------ ------------------------------------ ------------------------------------ Donal Fergal Cassidy -- -- Comptroller, Vice President Denis Henry Clough Schroder Capital Management Investment Manager Investment Manager International Ltd. Schroder Investment Management Director International Limited Schroder Investment Management (UK) Director Limited Heather Frances Crighton Schroder Capital Management Fund Manager Senior Vice President, Director International Inc. Schroder Capital Management First Vice President, Director International Ltd. Louise Croset Schroder Capital Management Director, First Vice President Executive Vice President, Director International Ltd. Nancy Curtin -- -- Managing Director, Director Lucinda Jenkins Schroder Capital Management Investment Manager/Analyst Investment Manager/Analyst International Ltd. Schroder Investment Management Investment Manager/Analyst International Limited Tappan Datta Schroder Capital Management Economist, First Vice President Senior Vice President, Director International Ltd. Robert Geoffrey Davy Schroder Investment Management Director Executive Vice President, Director International Limited Schroder Mildesa Investment Director Management S.A. Margaret H. Douglas-Hamilton Schroder U.S. Holdings Inc. Senior Vice President, Secretary, Director, Secretary General Counsel Schroder Structured Investments Inc. Secretary Schroder Venture Managers, Inc. Secretary Donald H. M. Farquharson Schroder Capital Management Vice President Senior Vice President, Director International Ltd.
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NAME AND POSITION WITH INVESTMENT ADVISER NAME OF OTHER COMPANY CONNECTION WITH OTHER COMPANY ------------------------------------ ------------------------------------ ------------------------------------ Richard Ralston Foulkes Schroder Investment Management Director Deputy Chairman, Director (Europe) Ltd. Schroder Investment Management Deputy Chairman International Ltd. Schroder Capital Management Deputy Chairman International Ltd. Schroder Asseily & Company, Ltd. Director Roger Duncan Goodchild Schroder Investment Management North Finance Officer, Vice President Vice President, Controller America Ltd. James Anthony Warren Gotto Schroder Capital Management Portfolio Manager Portfolio Manager International Ltd. Philip John Hardy Schroder Capital Management Director, Investment Manager Director International Ltd. Sharon Louise Haugh Schroder Investment Management Ltd. Member of Management Committee Chairman, Director Schroder Investment Management North Chairman, Director America Ltd. Schroder Fund Advisors, Inc. Chairman, Director Susan B. Kenneally Schroder Capital Management Director, First Vice President Senior Vice President, Director International Ltd. Jane Paula Lucas -- -- Senior Vice President Barbara Brooke Manning Schroder Fund Advisors, Inc. First Vice President First Vice President, Chief Compliance Officer Catherine Andrea Mazza Schroder Fund Advisors, Inc. Executive Vice President, Director Senior Vice President, Director Thomas Melendez Schroder Mildesa Investment First Vice President, Assistant Senior Vice President, Director Management S.A. Director Robert Charles Michele -- -- Director, Managing Director Connie Moak Mazur -- -- Director, Senior Vice President Paul Martin Morris Schroder Fund Advisors, Inc. Registered Representative Director, Managing Director Abdallah Nauphal -- -- Senior Vice President
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NAME AND POSITION WITH INVESTMENT ADVISER NAME OF OTHER COMPANY CONNECTION WITH OTHER COMPANY ------------------------------------ ------------------------------------ ------------------------------------ Giles Neville Schroder Capital Management Assistant Director, Investment Investment Manager International Ltd. Manager Michael Mark Perelstein Schroder Capital Management Director, Senior Vice President Senior Investment Officer, Director International Ltd. Gavin Ralston Schroder Capital Management Director, Senior Vice President Managing Director, Director International Ltd. David John Ridgway Schroder Capital Management First Vice President, Director Senior Vice President, Director International Ltd. David Murray Salisbury Schroder Investment Management North Director Director America Ltd. Schroder Investment Management Ltd. Chairman, Director Schroder Investment Management Director (Europe) Ltd. Schroders plc. Director Schroder Property Investments Director Limited Schroder US Holdings Inc. Director Schroder Investment (UK) Ltd. Director Frances Prout Selby -- -- Director, Senior Vice President Richard John Sennitt Schroder Investment Management Investment Manager Investment Manager International Limited Schroder Capital Management Investment Manager International Ltd. Andrew William Smethurst Schroder Fund Advisors Inc. Registered Representative First Vice President, Portfolio Manager Mark Julian Smith Schroder Investment Management Group Operations Director, Director Executive Vice President, Director Limited Schroder Capital Management Senior Vice President, Director International Ltd. Schroder Fund Advisors Inc. Director, Senior Vice President Schroder Investment Management Director (Guernsey) Ltd.
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NAME AND POSITION WITH INVESTMENT ADVISER NAME OF OTHER COMPANY CONNECTION WITH OTHER COMPANY ------------------------------------ ------------------------------------ ------------------------------------ Ellen B. Sullivan -- -- Senior Vice President, Director Olga Maria Garcia Tascon Schroder Capital Management Analyst, Investment Manager Analyst, Investment Manager International Ltd. Schroder Investment Management Analyst, Investment Manager International Limited Shigemi Takagi -- -- First Vice President, Portfolio Manager Nancy Briggs Tooke -- -- Executive Vice President, Director John Alexander Troiano Schroder Capital Management CEO, Director, Senior Vice CEO, Director International Ltd. President, Managing Director Schroder Capital Management Inc. Director Ira L. Unschuld -- -- Senior Vice President, Director Jan Kees van Heusde Schroder Capital Management Director, First Vice President Senior Vice President, Director International Ltd. Guy Varney Schroder Capital Management First Vice President, Director Senior Vice President, Director International Ltd. Reza Vishkai Schroder Investment Management Ltd. Divisional Director Senior Vice President, Director Schroder Capital Management Director, First Vice President International Ltd. Ashbel C. Williams -- -- Executive Vice President, Director Thomas Jeremy Willoughby Schroder Capital Management Compliance Officer Compliance Officer International Ltd. Schroder Investment Management Compliance Officer International Ltd. Schroder Investment Management Ltd. Head of Compliance
27 SEI INVESTMENTS MANAGEMENT CORPORATION SEI Investments Management Corporation ("SIMC") is the adviser for the Registrant's International Equity, Emerging Markets Equity and Emerging Markets Debt Fund. The principal address of SIMC is Oaks, Pennsylvania 19456. SIMC is an investment adviser registered under the Advisers Act.
NAME AND POSITION WITH INVESTMENT ADVISER NAME OF OTHER COMPANY CONNECTION WITH OTHER COMPANY ------------------------------------ ------------------------------------ ------------------------------------ Alfred P. West, Jr. SEI Investments Company Chairman, CEO Chairman, CEO, Director SEI Investments Distribution Co. Director, Chairman of the Board of Directors SEI Inc. (Canada) Director SEI Ventures, Inc. Director, Chairman, President SEI Funds, Inc. CEO, Chairman of the Board of Directors Rembrandt Financial Services Company Chairman of the Board of Directors SEI Global Investment Corp. Director, CEO, Chairman SEI Investments Global Management Chairman, CEO (Cayman), Limited SEI Capital AG Director, Chairman of the Board SEI Global Capital Director, CEO, Chairman Investments, Inc. CR Financial Services Company Director, Chairman of the Board CR Capital Resources, Inc. Director, Chairman of the Board SEI Investments Mutual Fund Services Chairman, CEO SEI Investments Fund Management Chairman, CEO SEI Global Holdings (Cayman) Inc. Chairman, CEO SEI Investments De Mexico Director SEI Asset Korea Director Carmen V. Romeo SEI Investments Company Director, Executive Vice President, Executive Vice President, Director President-Investment Advisory Group SEI Investments Distribution Co. Director
28
NAME AND POSITION WITH INVESTMENT ADVISER NAME OF OTHER COMPANY CONNECTION WITH OTHER COMPANY ------------------------------------ ------------------------------------ ------------------------------------ SEI Trust Company Director SEI Investments, Inc. Director, President SEI Investments Developments, Inc. Director, President SEI Funds, Inc. Director, Executive Vice President Rembrandt Financial Services Company Director, Executive Vice President SEI Global Capital Executive Vice President Investments, Inc. SEI Primus Holding Corp. Director, President CR Financial Services Company Director CR Capital Resources, Inc. Director SEI Investments Mutual Fund Services Executive Vice President SEI Investments Fund Management Executive Vice President Richard B. Lieb SEI Investments Company Director, Executive Vice President, Director, Executive Vice President President-Investment Systems & Services Division SEI Investments Distribution Co. Director, Executive Vice President SEI Trust Company Director, Chairman of the Board SEI Investments-Global Fund Services Director Limited CR Capital Resources, Inc. Director SEI Investments Mutual Fund Services Executive Vice President SEI Investments Fund Management Executive Vice President Edward Loughlin SEI Investments Company Executive Vice President, Executive Vice President President-Asset Management Division SEI Trust Company Director SEI Insurance Group, Inc. Director, President, Secretary SEI Funds, Inc. Executive Vice President
29
NAME AND POSITION WITH INVESTMENT ADVISER NAME OF OTHER COMPANY CONNECTION WITH OTHER COMPANY ------------------------------------ ------------------------------------ ------------------------------------ SEI Advanced Capital Director, President Management, Inc. SEI Investments Mutual Fund Services Executive Vice President SEI Investments Fund Management Executive Vice President Primus Capital Advisors Company Director Dennis J. McGonigle SEI Investments Company Executive Vice President Executive Vice President SEI Investments Distribution Co. Executive Vice President SEI Investments Mutual Fund Services Senior Vice President SEI Investments Fund Management Senior Vice President Michael Arizin -- -- Senior Vice President, Managing Director Ed Daly -- -- Senior Vice President, Managing Director Leo J. Dolan, Jr. SEI Distribution Co. Senior Vice President Senior Vice President Rembrandt Financial Services Company Senior Vice President SEI Investments Mutual Fund Services Senior Vice President SEI Investments Fund Management Senior Vice President Mick Duncan SEI Investments Mutual Fund Services Vice President, Team Leader Senior Vice President, Managing Director SEI Investments Fund Management Vice President, Team Leader Carl A. Guarino SEI Investments Company Senior Vice President Senior Vice President SEI Investments Distribution Company Senior Vice President
30
NAME AND POSITION WITH INVESTMENT ADVISER NAME OF OTHER COMPANY CONNECTION WITH OTHER COMPANY ------------------------------------ ------------------------------------ ------------------------------------ Rembrandt Financial Services Company Director, Vice President SEI Global Investments Corp. Senior Vice President SEI Global Investments (Cayman) Director Limited SEI Investments Global, Limited Director SEI Global Holdings (Cayman) Inc. Director SEI Investments Argentina S.A. Director SEI Investments De Mexico Director SEI Investments (Europe) Ltd. Director Larry Hutchison SEI Investments Distribution Co. Senior Vice President Senior Vice President Robert S. Ludwig SEI Funds, Inc. Vice President Senior Vice President, CIO SEI Investments Mutual Fund Services Vice President, Team Leader SEI Investments Fund Management Vice President, Team Leader Jack May SEI Investments Distribution Co. Senior Vice President Senior Vice President James V. Morris -- -- Senior Vice President, Managing Director Steve Onofrio -- -- Senior Vice President, Managing Director Kevin P. Robins SEI Investments Company Senior Vice President, General Senior Vice President Counsel, Assistant Secretary SEI Investments Distribution Co. Senior Vice President, General Counsel, Secretary SEI Inc. (Canada) Senior Vice President, General Counsel, Secretary SEI Trust Company Director, Senior Vice President, General Counsel, Assistant Secretary SEI Investments, Inc. Senior Vice President, General Counsel, Secretary
31
NAME AND POSITION WITH INVESTMENT ADVISER NAME OF OTHER COMPANY CONNECTION WITH OTHER COMPANY ------------------------------------ ------------------------------------ ------------------------------------ SEI Ventures, Inc. Senior Vice President, General Counsel, Secretary SEI Investments Developments, Inc. Senior Vice President, General Counsel, Secretary SEI Insurance Group, Inc. Senior Vice President, General Counsel SEI Funds, Inc. Senior Vice President, General Counsel, Secretary Rembrandt Financial Services Company Vice President, Assistant Secretary SEI Global Investments Corp. Senior Vice President, General Counsel, Secretary SEI Advanced Capital Senior Vice President, General Management, Inc. Counsel, Secretary SEI Global Capital Investments Inc. Senior Vice President, General Counsel, Secretary SEI Primus Holding Corp. Senior Vice President, General Counsel, Secretary CR Financial Services Company Senior Vice President, General Counsel, Secretary CR Capital Resources, Inc. Senior Vice President SEI Investments Mutual Fund Services Senior Vice President, General Counsel, Secretary SEI Global Holdings (Cayman) Inc. Director, General Counsel, Secretary Kenneth Zimmer -- -- Senior Vice President, Managing Director Robert Aller SEI Investments Distribution Company Vice President Vice President Timothy D. Barto SEI Investments Company Vice President, Assistant Secretary Vice President, Assistant Secretary SEI Investments Distribution Company Vice President, Assistant Secretary SEI Investments, Inc. Vice President, Assistant Secretary SEI Ventures, Inc. Vice President, Assistant Secretary
32
NAME AND POSITION WITH INVESTMENT ADVISER NAME OF OTHER COMPANY CONNECTION WITH OTHER COMPANY ------------------------------------ ------------------------------------ ------------------------------------ SEI Investments Developments, Inc. Vice President, Assistant Secretary SEI Funds, Inc. Vice President, Assistant Secretary SEI Global Investments Corp. Vice President, Assistant Secretary SEI Advanced Capital Vice President, Assistant Secretary Management, Inc. SEI Global Capital Vice President, Assistant Secretary Investments, Inc. SEI Primus Holding Corp. Vice President, Assistant Secretary SEI Investments Mutual Fund Services Vice President, Assistant Secretary SEI Investments Fund Management Vice President, Assistant Secretary Jay Brown -- -- Vice President Todd Cipperman SEI Investments Company Vice President, Assistant Secretary Senior Vice President, General Counsel & Secretary SEI Investments Distribution Co. Vice President, Assistant Secretary SEI Trust Company Vice President, Assistant Secretary SEI Investments, Inc. Vice President, Assistant Secretary SEI Ventures, Inc. Vice President, Assistant Secretary SEI Developments, Inc. Vice President, Assistant Secretary SEI Funds, Inc. Vice President, Assistant Secretary Rembrandt Financial Services Company Vice President, Assistant Secretary SEI Global Investments Corp. Vice President, Assistant Secretary SEI Advanced Capital Director, Vice President, Assistant Management, Inc. Secretary
33
NAME AND POSITION WITH INVESTMENT ADVISER NAME OF OTHER COMPANY CONNECTION WITH OTHER COMPANY ------------------------------------ ------------------------------------ ------------------------------------ SEI Investments Global (Cayman), Director, Vice President, Assistant Limited Secretary SEI Global Capital Vice President, Assistant Secretary Investments, Inc. SEI Investments Global, Limited Director SEI Primus Holding Corp. Vice President, Assistant Secretary SEI Investments Mutual Fund Services Vice President, Assistant Secretary SEI Investments Fund Management Vice President, Assistant Secretary SEI Global Holdings (Cayman) Inc. Director, Vice President, Assistant Secretary SEI Investments (Europe) Ltd. Director S. Courtney E. Collier SEI Investments Distribution Co. Vice President, Assistant Secretary Vice President, Assistant Secretary SEI Trust Company Vice President, Assistant Secretary SEI Investments, Inc. Vice President, Assistant Secretary SEI Ventures, Inc. Vice President, Assistant Secretary SEI Investments Developments, Inc. Vice President, Assistant Secretary SEI Funds, Inc. Vice President, Assistant Secretary SEI Global Investments Corp. Vice President, Assistant Secretary SEI Advanced Capital Vice President, Assistant Secretary Management, Inc. SEI Global Capital Vice President, Assistant Secretary Investments, Inc. SEI Primus Holding Corp. Vice President, Assistant Secretary SEI Investments Mutual Fund Services Vice President, Assistant Secretary SEI Investments Fund Management Vice President, Assistant Secretary
34
NAME AND POSITION WITH INVESTMENT ADVISER NAME OF OTHER COMPANY CONNECTION WITH OTHER COMPANY ------------------------------------ ------------------------------------ ------------------------------------ Robert Crudup SEI Investments Distribution Company Vice President, Managing Director Vice President, Managing Director SEI Investments Mutual Fund Services Vice President, Managing Director SEI Investments Fund Management Vice President, Managing Director Richard A. Deak SEI Investments Company Vice President, Assistant Secretary Vice President, Assistant Secretary SEI Investments Distribution Company Vice President, Assistant Secretary SEI Trust Company Vice President, Assistant Secretary SEI Investments, Inc. Vice President, Assistant Secretary SEI Ventures, Inc. Vice President, Assistant Secretary SEI Investments Developments, Inc. Vice President, Assistant Secretary SEI Funds, Inc. Vice President, Assistant Secretary SEI Global Investments Corp. Vice President, Assistant Secretary SEI Advanced Capital Vice President, Assistant Secretary Management, Inc. SEI Global Capital Vice President, Assistant Secretary Investments, Inc. SEI Primus Holding Corp. Vice President, Assistant Secretary SEI Investments Mutual Fund Services Vice President, Assistant Secretary SEI Investments Fund Management Vice President, Assistant Secretary Melissa Doran Rayer -- -- Vice President Michael Farrell -- -- Vice President
35
NAME AND POSITION WITH INVESTMENT ADVISER NAME OF OTHER COMPANY CONNECTION WITH OTHER COMPANY ------------------------------------ ------------------------------------ ------------------------------------ James R. Foggo SEI Investments Company Vice President, Assistant Secretary Vice President, Assistant Secretary SEI Investments Distribution Company Vice President, Assistant Secretary SEI Trust Company Vice President, Assistant Secretary SEI Investments, Inc. Vice President, Assistant Secretary SEI Ventures, Inc. Vice President, Assistant Secretary SEI Investments Developments, Inc. Vice President, Assistant Secretary SEI Funds, Inc. Vice President, Assistant Secretary SEI Global Investments Corp. Vice President, Assistant Secretary SEI Advanced Capital Management Inc. Vice President, Assistant Secretary SEI Global Capital Vice President, Assistant Secretary Investments, Inc. SEI Primus Holding Corp. Vice President, Assistant Secretary SEI Investments Mutual Fund Services Vice President, Assistant Secretary SEI Investments Fund Management Vice President, Assistant Secretary Vic Galef SEI Investments Distribution Company Vice President, Managing Director Vice President, Managing Director SEI Investments Mutual Fund Services Vice President, Managing Director SEI Investments Fund Management Vice President, Managing Director Lydia A. Gavalis SEI Investments Company Vice President, Assistant Secretary Vice President, Assistant Secretary SEI Investments Distribution Company Vice President, Assistant Secretary
36
NAME AND POSITION WITH INVESTMENT ADVISER NAME OF OTHER COMPANY CONNECTION WITH OTHER COMPANY ------------------------------------ ------------------------------------ ------------------------------------ SEI Trust Company Vice President, Assistant Secretary SEI Investments, Inc. Vice President, Assistant Secretary SEI Ventures, Inc. Vice President, Assistant Secretary SEI Investments Developments, Inc. Vice President, Assistant Secretary SEI Funds, Inc. Vice President, Assistant Secretary SEI Global Investments Corp. Vice President, Assistant Secretary SEI Advanced Capital Vice President, Assistant Secretary Management, Inc. SEI Global Capital Vice President, Assistant Secretary Investments, Inc. SEI Primus Holding Corp. Vice President, Assistant Secretary SEI Investments Mutual Fund Services Vice President, Assistant Secretary SEI Investments Fund Management Vice President, Assistant Secretary Greg Gettinger SEI Investments Company Vice President Vice President SEI Investments Distribution Company Vice President SEI Trust Company Vice President SEI Investments, Inc. Vice President SEI Ventures, Inc. Vice President SEI Investments Developments, Inc. Vice President SEI Funds, Inc. Vice President SEI Global Investments Corp. Vice President SEI Advanced Capital Vice President Management, Inc. SEI Global Capital Vice President Investments, Inc. SEI Primus Holding Corp. Vice President
37
NAME AND POSITION WITH INVESTMENT ADVISER NAME OF OTHER COMPANY CONNECTION WITH OTHER COMPANY ------------------------------------ ------------------------------------ ------------------------------------ SEI Investments Mutual Fund Services Vice President SEI Investments Fund Management Vice President Susan R. Hartley -- -- Vice President Kathy Heilig SEI Inc. (Canada) Vice President, Treasurer Vice President, Treasurer SEI Investments Company Vice President, Treasurer, Chief Accounting Officer SEI Investments Distribution Company Vice President SEI Trust Company Vice President, Treasurer SEI Ventures, Inc Vice President, Treasurer SEI Insurance Group, Inc. Vice President, Treasurer SEI Realty Capital Corporation Vice President, Treasurer Rembrandt Financial Services Company Vice President, Treasurer SEI Global Investments Corp. Director, Vice President, Treasurer SEI Advanced Capital Director, Vice President, Treasurer Management, Inc. SEI Investments Global (Cayman), Vice President, Treasurer Limited CR Capital Resources, Inc. Vice President, Treasurer SEI Investments Mutual Fund Services Vice President, Treasurer SEI Investments Fund Management Vice President, Treasurer SEI Global Holdings (Cayman) Inc. Vice President, Treasurer Kim Kirk SEI Investments Distribution Company Vice President, Managing Director Vice President, Managing Director SEI Investments-Global Fund Services Director Limited SEI Investments Mutual Fund Services Vice President, Managing Director
38
NAME AND POSITION WITH INVESTMENT ADVISER NAME OF OTHER COMPANY CONNECTION WITH OTHER COMPANY ------------------------------------ ------------------------------------ ------------------------------------ SEI Investments Fund Management Vice President, Managing Director John Krzeminski SEI Investments Distribution Company Vice President, Managing Director Vice President, Managing Director SEI Investments Mutual Fund Services Vice President, Managing Director SEI Investments Fund Management Vice President, Managing Director Vicki Malloy SEI Investments Mutual Fund Services Vice President, Team Leader Vice President, Managing Director SEI Investments Fund Management Vice President, Team Leader Christine M. McCullough SEI Investments Company Vice President, Assistant Secretary Vice President, Assistant Secretary SEI Investments Distribution Company Vice President, Assistant Secretary SEI Investments, Inc. Vice President, Assistant Secretary SEI Ventures, Inc. Vice President, Assistant Secretary SEI Investments Developments, Inc. Vice President, Assistant Secretary SEI Funds, Inc. Vice President, Assistant Secretary SEI Global Investments Corp. Vice President, Assistant Secretary SEI Advanced Capital Vice President, Assistant Secretary Management, Inc. SEI Global Capital Vice President, Assistant Secretary Investments, Inc. SEI Primus Holding Corp. Vice President, Assistant Secretary SEI Investments Mutual Fund Services Vice President, Assistant Secretary SEI Investments Fund Management Vice President, Assistant Secretary
39
NAME AND POSITION WITH INVESTMENT ADVISER NAME OF OTHER COMPANY CONNECTION WITH OTHER COMPANY ------------------------------------ ------------------------------------ ------------------------------------ Carolyn McLaurin SEI Investments Distribution Company Vice President, Managing Director Vice President, Managing Director SEI Investments Mutual Fund Services Vice President, Managing Director SEI Investments Fund Management Vice President, Managing Director Mary Jean Melair -- -- Vice President Roger Messina -- -- Vice President Cynthia M. Parish SEI Investments Company Vice President, Assistant Secretary Vice President, Assistant Secretary SEI Investments Distribution Company Vice President, Assistant Secretary SEI Trust Company Vice President, Assistant Secretary SEI Investments, Inc. Vice President, Assistant Secretary SEI Ventures, Inc. Vice President, Assistant Secretary SEI Investments Developments, Inc. Vice President, Assistant Secretary SEI Funds, Inc. Vice President, Assistant Secretary Rembrandt Financial Services Company Vice President, Assistant Secretary SEI Global Investments Corp. Vice President, Assistant Secretary SEI Advanced Capital Vice President, Assistant Secretary Management, Inc. SEI Global Capital Vice President, Assistant Secretary Investments, Inc. SEI Primus Holding Corp. Vice President, Assistant Secretary SEI Investments Mutual Fund Services Vice President, Assistant Secretary SEI Investments Fund Management Vice President, Assistant Secretary
40
NAME AND POSITION WITH INVESTMENT ADVISER NAME OF OTHER COMPANY CONNECTION WITH OTHER COMPANY ------------------------------------ ------------------------------------ ------------------------------------ SEI Global Holdings (Cayman) Inc. Vice President, Assistant Secretary SEI Investments (Europe) Ltd. Director Robert Prucnal -- -- Vice President Edward T. Searle SEI Investments Distribution Company Vice President, Assistant Secretary Vice President, Assistant Secretary SEI Investments, Inc. Vice President, Assistant Secretary SEI Ventures, Inc. Vice President, Assistant Secretary SEI Investments Developments, Inc. Vice President, Assistant Secretary SEI Funds, Inc. Vice President, Assistant Secretary SEI Global Investments Corp. Vice President, Assistant Secretary SEI Advanced Capital Vice President, Assistant Secretary Management, Inc. SEI Global Capital Vice President, Assistant Secretary Investments, Inc. SEI Primus Holding Corp. Vice President, Assistant Secretary SEI Investments Mutual Fund Services Vice President, Assistant Secretary SEI Investments Fund Management Vice President, Assistant Secretary Daniel Spaventa SEI Investments Distribution Company Vice President Vice President Kathryn L. Stanton SEI Investments Company Vice President Vice President SEI Investments Distribution Co. Vice President CR Financial Services Company Secretary, Treasurer CR Capital Resource, Inc. Secretary SEI Investments Mutual Fund Services Vice President
41
NAME AND POSITION WITH INVESTMENT ADVISER NAME OF OTHER COMPANY CONNECTION WITH OTHER COMPANY ------------------------------------ ------------------------------------ ------------------------------------ SEI Investments Fund Management Vice President Lynda J. Striegel SEI Investments Company Vice President, Assistant Secretary Vice President, Assistant Secretary SEI Investments Distribution Company Vice President, Assistant Secretary SEI Investments, Inc. Vice President, Assistant Secretary SEI Trust Company Vice President, Assistant Secretary SEI Ventures, Inc. Vice President, Assistant Secretary SEI Investments Developments, Inc. Vice President, Assistant Secretary SEI Funds, Inc. Vice President, Assistant Secretary SEI Global Investments Corp. Vice President, Assistant Secretary SEI Advanced Capital Vice President, Assistant Secretary Management, Inc. SEI Global Capital Vice President, Assistant Secretary Investments, Inc. SEI Primus Holding Corp. Vice President, Assistant Secretary SEI Investments Mutual Fund Services Vice President, Assistant Secretary SEI Investments Fund Management Vice President, Assistant Secretary Mary Vogan -- -- Vice President Raymond B. Webster -- -- Vice President Susan R. West -- -- Vice President, Managing Director Lori L. White SEI Investments Distribution Co. Vice President, Assistant Secretary Vice President, Assistant Secretary
42
NAME AND POSITION WITH INVESTMENT ADVISER NAME OF OTHER COMPANY CONNECTION WITH OTHER COMPANY ------------------------------------ ------------------------------------ ------------------------------------ SEI Trust Company Vice President, Assistant Secretary SEI Investments, Inc. Vice President, Assistant Secretary SEI Ventures, Inc. Vice President, Assistant Secretary SEI Investments Developments, Inc. Vice President, Assistant Secretary SEI Funds, Inc. Vice President, Assistant Secretary SEI Global Investments Corp. Vice President, Assistant Secretary SEI Advanced Capital Vice President, Assistant Secretary Management, Inc. SEI Global Capital Vice President, Assistant Secretary Investments, Inc. SEI Primus Holding Corp. Vice President, Assistant Secretary SEI Investments Mutual Fund Services Vice President, Assistant Secretary SEI Investments Fund Management Vice President, Assistant Secretary Mark S. Wilson -- -- Vice President Wayne M. Withrow SEI Investments Distribution Co. Vice President, Managing Director Vice President, Managing Director SEI Investments Mutual Fund Services Vice President, Managing Director SEI Investments Fund Management Vice President, Managing Director
SG PACIFIC ASSET MANAGEMENT, INC. SG Pacific Asset Management, Inc. ("SG Pacific") is a sub-adviser for the Registrant's Emerging Markets Equity Fund. The principal business address of SG Pacific is 30 Wall Street, 8th Floor, New York, New York 10005. SG Pacific is an investment adviser registered under the Advisers Act.
NAME AND POSITION WITH INVESTMENT ADVISER NAME OF OTHER COMPANY CONNECTION WITH OTHER COMPANY ------------------------------------ ------------------------------------ ------------------------------------ Yoichi Kataoka Yamaichi Capital Management President President, Director
43
NAME AND POSITION WITH INVESTMENT ADVISER NAME OF OTHER COMPANY CONNECTION WITH OTHER COMPANY ------------------------------------ ------------------------------------ ------------------------------------ Tokuo Ukon SG Yamaichi Asset Management Co., President Chairman, Director Ltd. George Maitland Chambers Dole Yamaichi Capital Management Marketing Director Kazuya Ishibashi Yamaichi Capital Management Inc. Analyst
SGY ASSET MANAGEMENT (SINGAPORE) LIMITED SGY Asset Management (Singapore) Limited ("SGY") is a sub-adviser for the Registrant's Emerging Markets Equity Fund. The principal address of SGY is 138 Robinson Road #13-01/05, Hong Leong Center, Singapore, 068906. SGY is an investment adviser registered under the Advisers Act.
NAME AND POSITION WITH INVESTMENT ADVISER NAME OF OTHER COMPANY CONNECTION WITH OTHER COMPANY ------------------------------------ ------------------------------------ ------------------------------------ Marco Sau Kwan Wong -- -- Director, CIO Winson Kwan Ming Fong -- -- Senior Portfolio Manager Laurent Michel Bertiau Societe Generale Asset Management Director, CEO Managing Director, CEO (Asia) Ltd., Singapore Akio Mizuta -- -- Director, COO Phillippe Collas -- -- Director Tokuo Ukon -- -- Director Christian D'Allost Director
STRATEGIC FIXED INCOME, L.L.C. Strategic Fixed Income, L.L.C. ("Strategic") is the adviser for the Registrant's International Fixed Income Fund. 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.
NAME AND POSITION WITH INVESTMENT ADVISER NAME OF OTHER COMPANY CONNECTION WITH OTHER COMPANY ------------------------------------ ------------------------------------ ------------------------------------ Gobi Investment, Inc. -- -- Manager Strategic Investment Management -- -- (SIM) Member
44
NAME AND POSITION WITH INVESTMENT ADVISER NAME OF OTHER COMPANY CONNECTION WITH OTHER COMPANY ------------------------------------ ------------------------------------ ------------------------------------ Kenneth A. Windheim -- -- President, Treasurer, CIO, CEO Patricia M. Arcoleo -- -- Vice President, Secretary, COO
Item 27. PRINCIPAL UNDERWRITERS: (a) Furnish the name of each investment company (other than the Registrant) for which each principal underwriter currently distributing the securities of the Registrant also acts as a principal underwriter, distributor or investment adviser. Registrant's distributor, SEI Investments Distribution Co. (the "Distributor"), 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 The Advisors' Inner Circle Fund November 14, 1991 The Pillar Funds February 28, 1992 CUFUND May 1, 1992 STI Classic Funds May 29, 1992 First American Funds, Inc. November 1, 1992 First American Investment Funds, Inc. November 1, 1992 The Arbor Fund January 28, 1993 The PBHG Funds, Inc. July 16, 1993 The Achievement Funds Trust December 27, 1994 Bishop Street Funds January 27, 1995 STI Classic Variable Trust August 18, 1995 ARK Funds November 1, 1995 Huntington Funds January 11, 1996 SEI Asset Allocation Trust April 1, 1996 TIP Funds April 28, 1996 SEI Institutional Investments Trust June 14, 1996 First American Strategy Funds, Inc. October 1, 1996 HighMark Funds February 15, 1997 Armada Funds March 8, 1997 PBHG Insurance Series Fund, Inc. April 1, 1997 The Expedition Funds June 9, 1997 Alpha Select Funds January 1, 1998 Oak Associates Funds February 27, 1998 The Nevis Fund, Inc. June 29, 1998 CNI Charter Funds April 1, 1999 The Armada Advantage Fund May 1, 1999 Amerindo Funds Inc. July 13, 1999 Huntington VA Fund October 15, 1999 Friends Ivory Funds December 16, 1999 iShares Inc. January 28, 2000 SEI Insurance Products Trust March 29, 2000 iShares Trust April 25, 2000
45 Pitcairn Funds August 1, 2000 First Omaha Funds, Inc. October 1, 2000 JohnsonFamily Funds, Inc. November 1, 2000 Millenium Funds November 1, 2000
The Distributor 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"). (b) Furnish the information required by the following table with respect to each director, officer or partner of each principal underwriter named in the answer to Item 21 of Part B. Unless otherwise noted, the business address of each director or officer is Oaks, PA 19456.
POSITION AND OFFICE POSITIONS AND OFFICES NAME WITH UNDERWRITER WITH REGISTRANT ------------------------- ------------------------------------------- --------------------- Alfred P. West, Jr. Director, Chairman of the Board of -- Directors Richard B. Lieb Director, Executive Vice President -- Carmen V. Romeo Director -- Mark J. Held President & Chief Operating Officer -- Dennis J. McGonigle Executive Vice President -- Robert M. Silvestri Chief Financial Officer & Treasurer -- Leo J. Dolan, Jr. Senior Vice President -- Carl A. Guarino Senior Vice President -- Jack May Senior Vice President -- Hartland J. McKeown Senior Vice President -- Kevin P. Robins Senior Vice President -- Patrick K. Walsh Senior Vice President -- Todd Cipperman Senior Vice President & General Counsel -- Wayne M. Withrow Senior Vice President Robert Aller Vice President -- John D. Anderson Vice President & Managing Director -- Timothy D. Barto Vice President & Assistant Secretary -- Robert Crudup Vice President & Managing Director -- Richard A. Deak Vice President & Assistant Secretary -- Scott W. Dellorfano Vice President & Managing Director -- Barbara Doyne Vice President -- Jeff Drennen Vice President -- Scott C. Fanatico Vice President & Managing Director -- Vic Galef Vice President & Managing Director -- Steven A. Gardner Vice President & Managing Director -- Lydia A. Gavalis Vice President & Assistant Secretary -- Greg Gettinger Vice President & Assistant Secretary --
46
POSITION AND OFFICE POSITIONS AND OFFICES NAME WITH UNDERWRITER WITH REGISTRANT ------------------------- ------------------------------------------- --------------------- Kathy Heilig Vice President -- Jeff Jacobs Vice President -- Samuel King Vice President -- John Kirk Vice President & Managing Director -- Kim Kirk Vice President & Managing Director -- John Krzeminski Vice President & Managing Director -- Alan H. Lauder Vice President -- Paul Lonergan Vice President & Managing Director -- Ellen Marquis Vice President -- Christine M. McCullough Vice President & Assistant Secretary -- Carolyn McLaurin Vice President & Managing Director -- Mark Nagle Vice President -- Joanne Nelson Vice President -- Cynthia M. Parrish Vice President & Assistant Secretary -- Rob Redican Vice President -- Maria Rinehart Vice President -- Steve Smith Vice President -- Daniel Spaventa Vice President -- Kathryn L. Stanton Vice President -- Lori L. White Vice President & Assistant Secretary -- William E. Zitelli, Jr. Vice President & Assistant Secretary --
Item 28. 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' Custodian: State Street Bank and Trust Company 225 Franklin Street Boston, MA 02110 (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 Investments Fund Management Oaks, PA 19456 47 (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: SEI Investments Management Corporation Oaks, PA 19456 Acadian Asset Management, Inc. Ten Post Office Square, 8th Floor Boston, MA 02109 BlackRock International, Ltd. 7 Castle Street Edinburgh, EH23AM Scotland, U.K. The Boston Company Asset Management One Boston Place, 14th Floor Boston, MA 02108-4402 Capital Guardian Trust Company 630 5th Avenue, 36th Floor New York, NY 10111 Jardine Fleming International Management, Inc. 1 Connaught Place Central, Hong Kong, Hong Kong Martin Currie, Inc. Saltire Court 20 Castle Terrace Edinburgh EH1 2ES Scotland Morgan Stanley Dean Witter Investment Management 1221 Avenue of the Americas New York, NY 10020 Nicholas-Applegate Capital Management 600 West Broadway, Suite 2900 San Diego, CA 92101 Oechsle International Advisors LLC One International Place, 23rd Floor Boston, Massachusetts 02110 Salomon Brothers Asset Management Inc 7 World Trade Center, Floor 38 New York, New York 10048 Schroder Investment Management North America Inc. 1301 Avenue of the Americas New York, NY 10019 SG Pacific Asset Management, Inc., SGY Asset Management (Singapore) Limited, SG Yamaichi Asset Management Co., Ltd. 30 Wall Street, 8th Floor Suite 9828 New York, New York 10005 48 Strategic Fixed Income, L.L.C. 1001 Nineteenth Street North, Suite 1720 Arlington, VA 22209 Item 29. MANAGEMENT SERVICES: None. Item 30. UNDERTAKINGS: None 49 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, and the Investment Company Act of 1940, as amended, the Registrant certifies that it meets all of the requirements for effectiveness of this Registration Statement pursuant to Rule 485(b) under the Securities Act of 1933 and has duly caused this Post-Effective Amendment No. 32 to Registration Statement No. 33-22821 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Oaks, Commonwealth of Pennsylvania on the 26th day of January, 2001. SEI INSTITUTIONAL INTERNATIONAL TRUST By /s/ EDWARD D. LOUGHLIN ----------------------------------------- Edward D. Loughlin President & Chief Executive 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 date(s) indicated. * ------------------------------------------- Trustee January 26, 2001 Rosemarie B. Greco * ------------------------------------------- Trustee January 26, 2001 William M. Doran * ------------------------------------------- Trustee January 26, 2001 F. Wendell Gooch * ------------------------------------------- Trustee January 26, 2001 George J. Sullivan, Jr. * ------------------------------------------- Trustee January 26, 2001 James M. Storey * ------------------------------------------- Trustee January 26, 2001 Robert A. Nesher /s/ EDWARD D. LOUGHLIN ------------------------------------------- President & Chief January 26, 2001 Edward D. Loughlin Executive Officer /s/ JAMES R. FOGGO ------------------------------------------- Controller & Chief January 26, 2001 James R. Foggo Financial Officer
*By /s/ EDWARD D. LOUGHLIN -------------------------------------- Edward D. Loughlin ATTORNEY-IN-FACT
50 EXHIBIT INDEX
EXHIBITS: ------------------- EX-99.B(a) Agreement and Declaration of Trust dated June 28, 1988 as originally filed with Registrant's Registration Statement on Form N-1A (File No. 33-22821) filed with the Securities and Exchange Commission ("SEC") on June 30, 1988, is incorporated herein by reference to Exhibit 1 of Post-Effective Amendment No. 23, filed with the SEC on June 23, 1997. EX-99.B(b)(1) By-Laws as originally filed with Registrant's Registration Statement on Form N-1A (File No. 33-22821) filed with the SEC on June 30, 1988, are incorporated herein by reference to Exhibit 2 of Post-Effective Amendment No. 22, filed with the SEC on April 8, 1997. EX-99.B(b)(2) Amended By-Laws are incorporated herein by reference to Exhibit 2(a) of Post-Effective Amendment No. 22 to Registrant's Registration Statement on Form N-1A (File No. 33-22821), filed with the SEC on April 8, 1997. EX-99.B(c) Not Applicable EX-99.B(d)(1) Investment Advisory Agreement between Registrant and Brinson Partners, Inc. dated June 5, 1991 as originally filed as Exhibit (5)(b) 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, is incorporated herein by reference to Exhibit 5(a) of Post-Effective Amendment No. 22, filed with the SEC on April 8, 1997. EX-99.B(d)(2) Investment Advisory Agreement between Registrant and Strategic Fixed Income, L.L.C. dated June 15, 1993 as originally filed as Exhibit (5)(c) 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, is incorporated herein by reference to Exhibit 5(b) of Post-Effective Amendment No. 23, filed with the SEC on June 23, 1997. EX-99.B(d)(3) Investment Advisory Agreement between Registrant and Morgan Grenfell Investment Services Ltd. dated April 25, 1994 as originally filed as Exhibit (5)(e) 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, is incorporated herein by reference to Exhibit 5(c) of Post-Effective Amendment No. 22, filed with the SEC on April 8, 1997. EX-99.B(d)(4) Investment Advisory Agreement between Registrant and Schroder Capital Management International Limited dated April 25, 1994 as originally filed as Exhibit (5)(f) 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, is incorporated herein by reference to Exhibit 5(d) of Post-Effective Amendment No. 22, filed with the SEC on April 8, 1997.
EXHIBITS: ------------------- EX-99.B(d)(5) Investment Advisory Agreement between Registrant and SEI Investments Management Corporation ("SIMC") dated December 16, 1994 incorporated herein by reference to Exhibit 5(e) of Post-Effective Amendment No. 25 and to Exhibit (5)(g) of 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. EX-99.B(d)(6) Investment Advisory Agreement between Registrant and Strategic Fixed Income, L.L.C. dated April 25, 1994, previously filed as Exhibit (5)(h) 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, is incorporated herein by reference to Exhibit 5(f) of Post-Effective Amendment No. 22, filed with the SEC on April 8, 1997. EX-99.B(d)(7) Investment Sub-Advisory Agreement between Registrant and Morgan Grenfell Investment Services Ltd. dated March 25, 1996, previously filed as Exhibit (5)(i) 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, is incorporated herein by reference to Exhibit 5(g) of Post-Effective Amendment No. 22, filed with the SEC on April 8, 1997. EX-99.B(d)(8) Investment Sub-Advisory Agreement between Registrant and Schroder Capital Management International Limited dated December 14, 1995, previously filed as Exhibit (5) (j) 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, is incorporated herein by reference to Exhibit 5(h) of Post-Effective Amendment No. 22, filed with the SEC on April 8, 1997. EX-99.B(d)(9) Investment Sub-Advisory Agreement between Registrant and Montgomery Asset Management, LLC dated December 21, 1994 incorporated herein by reference to Exhibit 5(i) of Post-Effective Amendment No. 25 and to Exhibit (5)(k) of 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. EX-99.B(d)(10) Investment Sub-Advisory Agreement between Registrant and Acadian Asset Management, Inc. dated December 16, 1994 incorporated herein by reference to Exhibit 5(j) of Post-Effective Amendment No. 25 and to Exhibit (5)(l) of 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. EX-99.B(d)(11) Investment Sub-Advisory Agreement between Registrant and WorldInvest Limited dated December 16, 1994 incorporated herein by reference to Exhibit 5(k) of Post-Effective Amendment No. 25 and to Exhibit (5)(m) of 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.
EXHIBITS: ------------------- EX-99.B(d)(12) Investment Sub-Advisory Agreement between SIMC and Schroder Capital Management International Limited incorporated herein by reference as to Exhibit 5(l) of Post-Effective Amendment No. 25 and to Exhibit (5)(n) of Registrant's Registration Statement on Form N-1A (File No. 33-22821), filed with the SEC on April 25, 1996. EX-99.B(d)(13) Investment Sub-Advisory Agreement between SIMC and Morgan Grenfell Investment Services Limited incorporated herein by reference to Exhibit 5(m) of Post-Effective Amendment No. 25 and to Exhibit (5)(o) of Registrant's Registration Statement on Form N-1A (File No. 33-22821), filed with the SEC on April 25, 1996. EX-99.B(d)(14) Investment Sub-Advisory Agreement between SIMC and Coronation Asset Management (Proprietary) Limited dated September 30, 1996 is incorporated herein by reference to Exhibit 5(n) of Post-Effective Amendment No. 22 to Registrant's Registration Statement on Form N-1A (File No. 33-22821), filed with the SEC on April 8, 1997. EX-99.B(d)(15) Investment Sub-Advisory Agreement between SIMC and Parametric Portfolio Associates dated September 11, 1996 is incorporated herein by reference to Exhibit 5(o) of Post-Effective Amendment No. 22 to Registrant's Registration Statement on Form N-1A (File No. 33-22821), filed with the SEC on April 8, 1997. EX-99.B(d)(16) Investment Sub-Advisory Agreement between SIMC and Farrell Wako Global Investment Management, Inc. dated June 14, 1996 is incorporated herein by reference to Exhibit 5(p) of Post-Effective Amendment No. 22 to Registrant's Registration Statement on Form N-1A (File No. 33-22821), filed with the SEC on April 8, 1997. EX-99.B(d)(17) Investment Sub-Advisory Agreement between SIMC and Lazard London International Investment Management Limited dated December 30, 1996 is incorporated herein by reference to Exhibit 5(q) of Post-Effective Amendment No. 22 to Registrant's Registration Statement on Form N-1A (File No. 33-22821), filed with the SEC on April 8, 1997. EX-99.B(d)(18) Investment Sub-Advisory Agreement between SIMC and Seligman Henderson Co. dated June 14, 1996 is incorporated herein by reference to Exhibit 5(r) of Post-Effective Amendment No. 22 to Registrant's Registration Statement on Form N-1A (File No. 33-22821), filed with the SEC on April 8, 1997. EX-99.B(d)(19) Investment Sub-Advisory Agreement between SIMC and SG Pacific Asset Management, Inc. and SGY Asset Management (Singapore) Limited (formerly, "Yamaichi Capital Management/Yamaichi Capital Management (Singapore) Limited") dated June 14, 1996 is incorporated herein by reference to Exhibit 5(s) of Post-Effective Amendment No. 22 to Registrant's Registration Statement on Form N-1A (File No. 33-22821), filed with the SEC on April 8, 1997. EX-99.B(d)(20) Investment Advisory Agreement between Registrant and Acadian Asset Management, Inc. dated November 7, 1994 is incorporated herein by reference to Exhibit 5(t) of Post-Effective Amendment No. 22 to Registrant's Registration Statement on Form N-1A (File No. 33-22821), filed with the SEC on April 8, 1997.
EXHIBITS: ------------------- EX-99.B(d)(21) Investment Advisory Agreement between Registrant and WorldInvest Limited dated November 7, 1994 is incorporated herein by reference to Exhibit 5(u) of Post-Effective Amendment No. 22 to Registrant's Registration Statement on Form N-1A (File No. 33-22821), filed with the SEC on April 8, 1997. EX-99.B(d)(22) Investment Sub-Advisory Agreement between SIMC and Credit Suisse Asset Management dated December 15, 1997 incorporated by reference to Exhibit 5(v) of Registrant's Registration Statement on Form N-1A (File No. 33-22821) filed with the SEC on June 29, 1998. EX-99.B(d)(23) Investment Sub-Advisory Agreement between SIMC and Montgomery Asset Management, LLC dated July 31, 1997 incorporated by reference to Exhibit 5(w) of Registrant's Registration Statement on Form N-1A (File No. 33-22821) filed with the SEC on June 29, 1998. EX-99.B(d)(24) Investment Sub-Advisory Agreement between SIMC and Capital Guardian Trust Company dated June 29, 1998 is incorporated by reference to Exhibit (d)(24) of Post-Effective Amendment No. 26 to Registrant's Registration Statement on Form N-1A (File No. 33-22821) filed with the SEC on November 25, 1998. EX-99.B(d)(25) Investment Sub-Advisory Agreement between SIMC and Scottish Widows Investment Limited dated March 23, 1998 incorporated by reference to Exhibit 5(y) of Registrant's Registration Statement on Form N-1A (File No. 33-22821) filed with the SEC on June 29, 1998. EX-99.B(d)(26) Investment Sub-Advisory Agreement between SIMC and SG Pacific Asset Management, Inc., SG Yamaichi Asset Management Co., Ltd. and SGY Asset Management (Singapore) Limited, dated March 23, 1998, is incorporated by reference to Exhibit (d)(26) of Post-Effective Amendment No. 26 to Registrant's Registration Statement on Form N-1A (File No. 33-22821) filed with the SEC on November 25, 1998. EX-99.B(d)(27) Investment Sub-Advisory Agreement between SIMC and SG Pacific Asset Management, Inc. and SGY Asset Management Ltd. dated March 23, 1998, is incorporated by reference to Exhibit (d)(27) of Post-Effective Amendment No. 26 to Registrant's Registration Statement on Form N-1A (File No. 33-22821) filed with the SEC on November 25, 1998. EX-99.B(d)(28) Investment Sub-Advisory Agreement between SIMC and Morgan Stanley Asset Management, Inc. dated September 15, 1998, is incorporated by reference to Exhibit (d)(28) of Post-Effective Amendment No. 26 to Registrant's Registration Statement on Form N-1A (File No. 33-22821) filed with the SEC on November 25, 1998. EX-99.B(d)(29) Investment Sub-Advisory Agreement between SIMC and Nicholas Applegate Capital Management dated September 10, 1998, is incorporated by reference to Exhibit (d)(29) of Post-Effective Amendment No. 26 to Registrant's Registration Statement on Form N-1A (File No. 33-22821) filed with the SEC on November 25, 1998.
EXHIBITS: ------------------- EX-99.B(d)(30) Investment Sub-Advisory Agreement between SIMC and Coronation Asset Management (Proprietary) Limited dated December 1, 1998 is incorporated by reference to Exhibit (d)(30) of Post-Effective Amendment No. 29 to Registrant's Registration Statement on Form N-1A (File No. 33-22821) filed on January 27, 2000. EX-99.B(d)(31) Investment Sub-Advisory Agreement between SIMC and Salomon Brothers Asset Management dated March 31, 1997 is incorporated by reference to Exhibit (d)(31) of Post-Effective Amendment No. 29 to Registrant's Registration Statement on Form N-1A (File No. 33-22821) filed on January 27, 2000. EX-99.B(d)(32) Investment Sub-Advisory Agreement between SIMC and BlackRock International, Ltd. dated December 13, 1999 is incorporated by reference to Exhibit (d)(32) of Post-Effective Amendment No. 29 to Registrant's Registration Statement on Form N-1A (File No. 33-22821) filed on January 27, 2000. EX-99.B(d)(33) Investment Sub-Advisory Agreement between SIMC and Oechsle International Advisors, LLC dated June 22, 1999 is incorporated by reference to Exhibit (d)(33) of Post-Effective Amendment No. 29 to Registrant's Registration Statement on Form N-1A (File No. 33-22821) filed on January 27, 2000. EX-99.B(d)(34) Schedule B to the Advisory Agreement between Registrant and Strategic Fixed Income, L.L.C. dated December 13, 1999 is incorporated by reference to Exhibit (d)(34) of Post-Effective Amendment No. 29 to Registrant's Registration Statement on Form N-1A (File No. 33-22821) filed on January 27, 2000. EX-99.B(d)(35) Investment Sub-Advisory Agreement between SIMC and Schroder Investment Management North America Inc. is incorporated by reference to Exhibit (d)(35) of Post-Effective Amendment No. 30 to Registrant's Registration Statement on Form N-1A (File No. 33-22821) filed on June 30, 2000. EX-99.B(d)(36) Investment Sub-Advisory Agreement between Registrant and The Boston Company Asset Management, with respect to the Emerging Markets Equity Fund, is filed herewith. EX-99.B(d)(37) Investment Sub-Advisory Agreement between Registrant and Jardine Fleming International Management, Inc., with respect to the International Equity Fund, is filed herewith. EX-99.B(d)(38) Investment Sub-Advisory Agreement between Registrant and Martin Currie, Inc., with respect to the International Equity Fund, is filed herewith. EX-99.B(e) Distribution Agreement between Registrant and SEI Investments Distribution Co. as originally filed with 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, is incorporated herein by reference to Exhibit 6 of Post-Effective Amendment No. 23, filed with the SEC on June 23, 1997. EX-99.B(f) Not Applicable EX-99.B(g)(1) Custodian Agreement between Registrant and State Street Bank and Trust Company as originally filed as Exhibit (8) to 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, is incorporated herein by reference to Exhibit 8(a) of Post-Effective Amendment No. 23, filed with the SEC on June 23, 1997.
EXHIBITS: ------------------- EX-99.B(g)(2) Custodian Agreement between Registrant and The Chase Manhattan Bank, N.A. as originally filed as Exhibit (8)(c) 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, is incorporated herein by reference to Exhibit 8(b) of Post-Effective Amendment No. 23, filed with the SEC on June 23, 1997. EX-99.B(h)(1) Management Agreement between Registrant and SIMC as originally filed as Exhibit (5)(a) 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, is incorporated herein by reference to Exhibit 9(a) of Post-Effective Amendment No. 23, filed with the SEC on June 23, 1997. EX-99.B(h)(2) Schedule C to Management Agreement between Registrant and SIMC adding the International Fixed Income Portfolio as originally filed as Exhibit (5)(d) 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, is incorporated herein by reference to Exhibit 9(b) of Post-Effective Amendment No. 22, filed with the SEC on April 8, 1997. EX-99.B(h)(3) Consent to Assignment and Assumption Agreement between SIMC and SEI Fund Management dated May 31, 1996 is incorporated herein by reference to Exhibit 9(c) of Post-Effective Amendment No. 22 to Registrant's Registration Statement on Form N-1A (File No. 33-22821), filed with the SEC on April 8, 1997. EX-99.B(h)(4) Amended and Restated Distribution Plan is incorporated herein by reference to Post-Effective Amendment No. 22 to Exhibit 15(d) of Registrant's Registration Statement on Form N-1A (File No. 33-22821), filed with the SEC on April 8, 1997. EX-99.B(h)(5) Form of Shareholder Service Plan and Agreement with respect to Class I shares is incorporated by reference to Exhibit (h)(5) of Post-Effective Amendment No. 30 to Registrant's Registration Statement on Form N-1A (File No. 33-22821) filed on June 30, 2000. EX-99.B(h)(6) Form of Administrator Services Plan and Agreement with respect to Class I shares is incorporated by reference to Exhibit (h)(6) of Post-Effective Amendment No. 30 to Registrant's Registration Statement on Form N-1A (File No. 33-22821) filed on June 30, 2000. EX-99.B(i) Opinion and Consent of Counsel is filed herewith. EX-99.B(j) Consent of Independent Accountants is filed herewith. EX-99.B(k) Not Applicable EX-99.B(l) Not Applicable EX-99.B(m)(1) Distribution Plan (Class D) as originally filed with 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, is incorporated herein by reference to Exhibit 15(a) of Post-Effective Amendment No. 22, filed with the SEC on April 8, 1997. EX-99.B(m)(2) Distribution Plan (Core International Equity Portfolio Class A) as originally filed with 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, is incorporated herein by reference to Exhibit 15(b) of Post-Effective Amendment No. 23, filed with the SEC on June 23, 1997.
EXHIBITS: ------------------- EX-99.B(m)(3) Distribution Plan (International Fixed Income Portfolio) as originally filed with 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, is incorporated herein by reference to Exhibit 15(c) of Post-Effective Amendment No. 23, filed with the SEC on June 23, 1997. EX-99.B(m)(5) Shareholder Service Plan and Agreement with respect to the Class A shares is incorporated herein by reference to Exhibit 15(e) of Post-Effective Amendment No. 22 to Registrant's Registration Statement on Form N-1A (File No. 33-22821), filed with the SEC on April 8, 1997. EX-99.B(n) Not Applicable EX-99.B(o)(1) Rule 18f-3 Multiple Class Plan as originally filed as Exhibit (15)(d) to Registrant's Registration Statement on Form N-14 (File No. 33-65361), filed with the SEC on December 22, 1995, is incorporated herein by reference to Exhibit 18(a) of Post-Effective Amendment No. 22, filed with the SEC on April 8, 1997. EX-99.B(o)(2) Amendment No. 1 to Rule 18f-3 Plan relating to Class A and Class D shares is incorporated herein by reference to Exhibit 18(b) of Post-Effective Amendment No. 22 to Registrant's Registration Statement on Form N-1A (File No. 33-22821), filed with the SEC on April 8, 1997. EX-99.B(o)(3) Amendment No. 2 to Rule 18f-3 Plan relating to Class I shares is incorporated by reference to Exhibit (o)(3) of Post-Effective Amendment No. 30 to Registrant's Registration Statement on Form N-1A (File No. 33-22821) filed on June 30, 2000. EX-99B(p)(1) The Code of Ethics for SEI Investments Company dated April, 2000 is incorporated by reference to Exhibit (p)(4) of Post-Effective Amendment No. 42 of SEI Daily Income Trust's Registration Statement on Form N-1A (File Nos. 2-77048 and 811-3451), filed with the SEC on May 30, 2000 (Accession #0000912057-00-026756). EX-99B(p)(2) The Code of Ethics for SEI Institutional International Trust dated March 20, 2000 is incorporated by reference to Exhibit (p)(2) of Post-Effective Amendment No. 30 to Registrant's Registration Statement on Form N-1A (File No. 33-22821) filed on June 30, 2000. EX-99B(p)(3) The Code of Ethics for Acadian Asset Management, Inc. is incorporated by reference to Exhibit (p)(3) of Post-Effective Amendment No. 30 to Registrant's Registration Statement on Form N-1A (File No. 33-22821) filed on June 30, 2000. EX-99B(p)(4) The Code of Ethics for BlackRock International, Ltd. is incorporated by reference to Exhibit (p)(4) of Post-Effective Amendment No. 30 to Registrant's Registration Statement on Form N-1A (File No. 33-22821) filed on June 30, 2000. EX-99B(p)(5) The Code of Ethics for Capital Guardian Trust Co. is incorporated by reference to Exhibit (p)(5) of Post-Effective Amendment No. 30 to Registrant's Registration Statement on Form N-1A (File No. 33-22821) filed on June 30, 2000. EX-99B(p)(6) The Code of Ethics for Credit Suisse Asset Management Limited is incorporated by reference to Exhibit (p)(6) of Post-Effective Amendment No. 30 to Registrant's Registration Statement on Form N-1A (File No. 33-22821) filed on June 30, 2000.
EXHIBITS: ------------------- EX-99B(p)(7) The Code of Ethics for Coronation Asset Management (Proprietary) Limited is incorporated by reference to Exhibit (p)(7) of Post-Effective Amendment No. 30 to Registrant's Registration Statement on Form N-1A (File No. 33-22821) filed on June 30, 2000. EX-99B(p)(8) The Code of Ethics for Morgan Stanley Dean Witter Investment Management is incorporated by reference to Exhibit (p)(8) of Post-Effective Amendment No. 30 to Registrant's Registration Statement on Form N-1A (File No. 33-22821) filed on June 30, 2000. EX-99B(p)(9) The Code of Ethics for Nicholas-Applegate Capital Management is incorporated by reference to Exhibit (p)(9) of Post-Effective Amendment No. 30 to Registrant's Registration Statement on Form N-1A (File No. 33-22821) filed on June 30, 2000. EX-99B(p)(10) The Code of Ethics for Oechsle International Advisors LLC is incorporated by reference to Exhibit (p)(10) of Post-Effective Amendment No. 30 to Registrant's Registration Statement on Form N-1A (File No. 33-22821) filed on June 30, 2000. EX-99B(p)(11) The Code of Ethics for Salomon Brothers Asset Management, Inc. is incorporated by reference to Exhibit (p)(11) of Post-Effective Amendment No. 30 to Registrant's Registration Statement on Form N-1A (File No. 33-22821) filed on June 30, 2000. EX-99B(p)(12) The Code of Ethics for SG Pacific Asset Management, Inc./SGY Asset Management (Singapore Ltd./SG Yamaichi Asset Management Co., Ltd. is incorporated by reference to Exhibit (p)(12) of Post-Effective Amendment No. 30 to Registrant's Registration Statement on Form N-1A (File No. 33-22821) filed on June 30, 2000. EX-99B(p)(13) The Code of Ethics for Strategic Fixed Income, LLC is incorporated by reference to Exhibit (p)(13) of Post-Effective Amendment No. 30 to Registrant's Registration Statement on Form N-1A (File No. 33-22821) filed on June 30, 2000. EX-99B(p)(14) The Code of Ethics for Schroder Investment Management North America Inc. is incorporated by reference to Exhibit (p)(14) of Post-Effective Amendment No. 30 to Registrant's Registration Statement on Form N-1A (File No. 33-22821) filed on June 30, 2000. EX-99.B(p)(15) The Code of Ethics for The Boston Company Asset Management is herein incorporated by reference to Exhibit (p)(8) of Post-Effective Amendment No. 6 of SEI Institutional Investment Trust's Registration Statement on Form N-1A (File No. 33-58041), filed with the SEC on September 28, 2000 (Accession # 0000912057-00-043038). EX-99.B(p)(16) The Code of Ethics for Jardine Fleming International Management, Inc. is herein incorporated by reference to Exhibit (p)(14) of Post-Effective Amendment No. 6 of SEI Institutional Investment Trust's Registration Statement on Form N-1A (File No. 33-58041), filed with the SEC on September 28, 2000 (Accession # 0000912057-00-043038).
EXHIBITS: ------------------- EX-99.B(p)(17) The Code of Ethics for Martin Currie Inc. is herein incorporated by reference to Exhibit (p)(16) of Post-Effective Amendment No. 6 of SEI Institutional Investment Trust's Registration Statement on Form N-1A (File No. 33-58041), filed with the SEC on September 28, 2000 (Accession # 0000912057-00-043038). EX-99.B(q) Powers of Attorney for Robert A. Nesher, William M. Doran, James R. Foggo, F. Wendell Gooch, Rosemarie B. Greco, George J. Sullivan, Jr., James M. Storey, and Edward Loughlin are incorporated by reference to Exhibit (q) of Post-Effective Amendment No. 43 to SEI Daily Income Trust's Registration Statement on Form N-1A (File Nos. 2-77048 and 811-3451) filed with the SEC on January 22, 2001.