-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, GWWf9WoFdE5PsOilEhCRwdz0bb4m3StThtH63417ezO2uiWhxBPX6lgsO/tgu6/G s7V80QCj6hXTuKmAYTcr1g== 0000912057-02-002968.txt : 20020414 0000912057-02-002968.hdr.sgml : 20020414 ACCESSION NUMBER: 0000912057-02-002968 CONFORMED SUBMISSION TYPE: 485BPOS PUBLIC DOCUMENT COUNT: 8 FILED AS OF DATE: 20020128 EFFECTIVENESS DATE: 20020128 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SEI INSTITUTIONAL INTERNATIONAL TRUST CENTRAL INDEX KEY: 0000835597 STATE OF INCORPORATION: MA FISCAL YEAR END: 0228 FILING VALUES: FORM TYPE: 485BPOS SEC ACT: 1933 Act SEC FILE NUMBER: 033-22821 FILM NUMBER: 02519484 BUSINESS ADDRESS: STREET 1: SEI INVESTMENTS STREET 2: ONE FREEDOM VALLEY DRIVE CITY: OAKS STATE: PA ZIP: 19456 BUSINESS PHONE: 8003425734 MAIL ADDRESS: STREET 1: SEI INVESTMENTS ATTN: CAREN ROSCH STREET 2: 530 E SWEDESFORD RD CITY: WAYNE STATE: PA ZIP: 19087-1693 FORMER COMPANY: FORMER CONFORMED NAME: SEI INTERNATIONAL TRUST DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: SEI WEALTH MANAGEMENT TRUST DATE OF NAME CHANGE: 19900129 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SEI INSTITUTIONAL INTERNATIONAL TRUST CENTRAL INDEX KEY: 0000835597 STATE OF INCORPORATION: MA FISCAL YEAR END: 0228 FILING VALUES: FORM TYPE: 485BPOS SEC ACT: 1940 Act SEC FILE NUMBER: 811-05601 FILM NUMBER: 02519485 BUSINESS ADDRESS: STREET 1: SEI INVESTMENTS STREET 2: ONE FREEDOM VALLEY DRIVE CITY: OAKS STATE: PA ZIP: 19456 BUSINESS PHONE: 8003425734 MAIL ADDRESS: STREET 1: SEI INVESTMENTS ATTN: CAREN ROSCH STREET 2: 530 E SWEDESFORD RD CITY: WAYNE STATE: PA ZIP: 19087-1693 FORMER COMPANY: FORMER CONFORMED NAME: SEI INTERNATIONAL TRUST DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: SEI WEALTH MANAGEMENT TRUST DATE OF NAME CHANGE: 19900129 485BPOS 1 a2068343z485bpos.txt 485BPOS AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JANUARY 28, 2002 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. 34 /X/ AND REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 / / AMENDMENT NO. 35 /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 1111 Pennsylvania Avenue, Philadelphia, PA 19103 N.W. Washington, D.C. 20004
------------------------ 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 INVESTMENTS EQUITY - ------------------------------ INTERNATIONAL EQUITY FUND - ------------------------------ EMERGING MARKETS EQUITY FUND - ------------------------------ INTERNATIONAL FIXED INCOME FUND - ------------------------------ EMERGING MARKETS DEBT FUND - ------------------------------ CLASS A - ------------------------------ PROSPECTUS AS OF JANUARY 31, 2002 - ------------------------------ 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 INVESTMENTS More information about the Funds is available without charge through the following: STATEMENT OF ADDITIONAL INFORMATION (SAI) The SAI dated January 31, 2002, 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 part of this prospectus. ANNUAL AND SEMI-ANNUAL REPORTS These reports 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 AN SAI, ANNUAL OR SEMI-ANNUAL REPORT, OR MORE INFORMATION: By Telephone: Call 1-8OO-DIAL-SEI By Mail: Write to the Funds at: 1 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-F-095 (1/02) SEI INVESTMENTS / PROSPECTUS I 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 3 - ------------------------------------------------------------------------ Emerging Markets Equity Fund 6 - ------------------------------------------------------------------------ International Fixed Income Fund 9 - ------------------------------------------------------------------------ Emerging Markets Debt Fund 12 - ------------------------------------------------------------------------ More Information About Fund Investments 16 - ------------------------------------------------------------------------ Investment Advisers and Sub-Advisers 16 - ------------------------------------------------------------------------ Purchasing and Selling Fund Shares 19 - ------------------------------------------------------------------------ Dividends, Distributions and Taxes 21 - ------------------------------------------------------------------------ Financial Highlights 22 - ------------------------------------------------------------------------ How To Obtain More Information About SEI Institutional International Trust Back Cover - ------------------------------------------------------------------------
SEI INVESTMENTS / PROSPECTUS 1 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, portfolio 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. 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. 2 SEI INVESTMENTS / PROSPECTUS 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. SEI INVESTMENTS / PROSPECTUS 3 INTERNATIONAL EQUITY FUND - ------------------------------------------------------------------------------ FUND SUMMARY INVESTMENT GOAL: Capital appreciation SHARE PRICE VOLATILITY: Medium to high PRINCIPAL INVESTMENT Utilizing multiple specialist STRATEGY: sub-advisers, the Fund invests in equity securities of foreign companies
- -------------------------------------------------------------------------------- INVESTMENT STRATEGY Under normal circumstances, the International Equity Fund will invest at least 80% of its net assets in equity securities. The Fund will invest primarily in common stocks and other equity securities of issuers located in at least three countries other than the United States. The Fund will invest 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 judgments 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 developed international equity securities may underperform other segments of the equity markets or the equity markets as a whole. 4 SEI INVESTMENTS / PROSPECTUS 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. The performance information shown is based on full calendar years.* EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED GRAPHIC 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% 2001 -22.55%
BEST QUARTER: 20.88% (12/31/99) WORST QUARTER: -15.47% (09/30/01) This table compares the Fund's average annual total returns for Class A Shares for the periods ended December 31, 2001 to those of the Morgan Stanley Capital International ("MSCI") EAFE Index.
SINCE INTERNATIONAL EQUITY FUND 1 YEAR 5 YEARS 10 YEARS INCEPTION* - ---------------------------------------------------------------------- Fund Return Before Taxes Class A -22.55% 0.82% 4.19% 3.20% - ---------------------------------------------------------------------- Fund Return After Taxes on Distributions** -22.47% 0.11% 2.91% 1.78% - ---------------------------------------------------------------------- Fund Return After Taxes on Distributions and Sale of Fund Shares** -13.58% 0.63% 3.08% 2.01% - ---------------------------------------------------------------------- MSCI EAFE Index Return (reflects no deduction for fees, expenses, or taxes)*** -21.44% 0.89% 4.46% 2.39% - ----------------------------------------------------------------------
* The Fund commenced operations on December 20, 1989. The Index inception date is December 31, 1989. ** After-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. Your actual after-tax returns will depend on your tax situation and may differ from those shown. After-tax returns shown are not relevant to investors who hold their Fund shares through tax-deferred arrangements, such as 401(k) plans or individual retirement accounts. *** 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. SEI INVESTMENTS / PROSPECTUS 5 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 0.78% - ------------------------------------------------------------------ - ------------------------------------------------------------------ Total Annual Fund Operating Expenses 1.29%* - ------------------------------------------------------------------
* 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 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 $ 131 $ 409 $ 708 $ 1,556 - ------------------------------------------------------------------
6 SEI INVESTMENTS / PROSPECTUS EMERGING MARKETS EQUITY FUND - ------------------------------------------------------------------------------ FUND SUMMARY INVESTMENT GOAL: Capital appreciation SHARE PRICE VOLATILITY: Very high PRINCIPAL INVESTMENT Utilizing multiple specialist STRATEGY: sub-advisers, the Fund invests in equity securities of emerging markets companies
- -------------------------------------------------------------------------------- INVESTMENT STRATEGY Under normal circumstances, the Emerging Markets Equity Fund will invest at least 80% of its net assets in equity securities of emerging markets issuers. The Fund will invest 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 judgments 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 markets or the equity markets as a whole. SEI INVESTMENTS / PROSPECTUS 7 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 six years. The performance information shown is based on full calendar 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% 2001 -2.46%
BEST QUARTER: 31.28% (12/31/99) WORST QUARTER: -27.41% (09/30/98) This table compares the Fund's average annual total returns for Class A Shares for the periods ended December 31, 2001 to those of the Morgan Stanley Capital International ("MSCI") Emerging Markets Free Index.
SINCE EMERGING MARKETS EQUITY FUND 1 YEAR 5 YEARS INCEPTION* - ---------------------------------------------------------------- Fund Return Before Taxes Class A -2.46% -7.61% -3.60% - ---------------------------------------------------------------- Fund Return After Taxes on Distributions** -2.31% -7.60% -3.62% - ---------------------------------------------------------------- Fund Return After Taxes on Distributions and Sale of Fund Shares** -1.22% -5.83% -2.78% - ---------------------------------------------------------------- MSCI Emerging Markets Free Index Return (reflects no deduction for fees, expenses, or taxes)*** -2.38% -5.74% -2.54% - ----------------------------------------------------------------
* The Fund commenced operations on January 17, 1995. The Index inception date is January 31, 1995. ** After-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. Your actual after-tax returns will depend on your tax situation and may differ from those shown. After-tax returns shown are not relevant to investors who hold their Fund shares through tax-deferred arrangements, such as 401(k) plans or individual retirement accounts. *** 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 (companies with larger market capitalizations have more influence than those with smaller capitalizations) index of over 800 stocks from approximately 17 emerging market countries. 8 SEI INVESTMENTS / PROSPECTUS 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 1.08% - ------------------------------------------------------------------ - ------------------------------------------------------------------ Total Annual Fund Operating Expenses 2.13%* - ------------------------------------------------------------------
* 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 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 $ 216 $ 667 $ 1,144 $ 2,462 - ------------------------------------------------------------------
SEI INVESTMENTS / PROSPECTUS 9 INTERNATIONAL FIXED INCOME FUND - ------------------------------------------------------------------------------ FUND SUMMARY INVESTMENT GOAL: Capital appreciation and current income SHARE PRICE VOLATILITY: High PRINCIPAL INVESTMENT Utilizing a specialist adviser, the Fund STRATEGY: invests in investment grade fixed income securities of foreign government and corporate issuers
- -------------------------------------------------------------------------------- INVESTMENT STRATEGY Under normal circumstances, the International Fixed Income Fund will invest at least 80% of its net assets in fixed income securities. The Fund will invest 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, including governments and their agencies. 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 markets or the fixed income markets as a whole. 10 SEI INVESTMENTS / PROSPECTUS 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 eight years. The performance information shown is based on full calendar 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% 2001 -5.25%
BEST QUARTER: 14.67% (03/31/95) WORST QUARTER: -5.88% (03/31/97) This table compares the Fund's average annual total returns for Class A Shares for the periods ended December 31, 2001 to those of the Salomon WGBI Non-U.S. Index.
SINCE INTERNATIONAL FIXED INCOME FUND 1 YEAR 5 YEARS INCEPTION* - ---------------------------------------------------------------- Fund Return Before Taxes Class A -5.25% -0.55% 3.42% - ---------------------------------------------------------------- Fund Return After Taxes on Distributions** -5.25% -1.56% 1.96% - ---------------------------------------------------------------- Fund Return After Taxes on Distributions and Sale of Fund Shares** -3.20% -0.90% 2.06% - ---------------------------------------------------------------- Salomon WGBI Non-U.S. Index Return (reflects no deduction for fees, expenses, or taxes)*** -3.55% 0.10% 3.50% - ----------------------------------------------------------------
* The Fund commenced operations on September 1, 1993. The Index inception date is September 30, 1993. ** After-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. Your actual after-tax returns will depend on your tax situation and may differ from those shown. After-tax returns shown are not relevant to investors who hold their Fund shares through tax-deferred arrangements, such as 401(k) plans or individual retirement accounts. *** 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. SEI INVESTMENTS / PROSPECTUS 11 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 0.91% - ------------------------------------------------------------------ - ------------------------------------------------------------------ Total Annual Fund Operating Expenses 1.06%* - ------------------------------------------------------------------
* The Fund's total actual annual fund operating expenses for the most recent fiscal year were 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 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 $ 108 $ 337 $ 585 $ 1,294 - ------------------------------------------------------------------
12 SEI INVESTMENTS / PROSPECTUS EMERGING MARKETS DEBT FUND - ------------------------------------------------------------------------------ FUND SUMMARY INVESTMENT GOAL: Total return SHARE PRICE VOLATILITY: High to very high PRINCIPAL INVESTMENT Utilizing a specialist sub-adviser, the STRATEGY: Fund invests in U.S. dollar denominated debt securities of emerging markets issuers
- -------------------------------------------------------------------------------- INVESTMENT STRATEGY Under normal circumstances, the Emerging Markets Debt Fund will invest at least 80% of its net assets in fixed income securities of emerging markets issuers. The Fund will invest 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 fixed income securities respond to economic developments, particularly interest rate changes, as well as to perceptions about the creditworthiness of individual issuers, including governments and their agencies. 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. "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. 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 judgments in such countries and there is often a greater potential for nationalization and/or expropriation of assets by the government of an emerging SEI INVESTMENTS / PROSPECTUS 13 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. 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. The Fund is also subject to the risk that emerging market debt securities may underperform other segments of the fixed income markets or the fixed income markets as a whole. 14 SEI INVESTMENTS / PROSPECTUS 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 four years. The performance information shown is based on full calendar years.* EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED GRAPHIC 1998 -20.89% 1999 28.89% 2000 13.51% 2001 12.30%
BEST QUARTER: 16.20% (12/31/98) WORST QUARTER: -29.08% (09/30/98) This table compares the Fund's average annual total returns for Class A Shares for the periods ended December 31, 2001 to those of the J.P. Morgan EMBI Plus Index.
SINCE EMERGING MARKETS DEBT FUND 1 YEAR INCEPTION* - ------------------------------------------------------------ Fund Return Before Taxes Class A 12.30% 6.63% - ------------------------------------------------------------ Fund Return After Taxes on Distributions** 7.36% 2.82% - ------------------------------------------------------------ Fund Return After Taxes on Distributions and Sale of Fund Shares** 7.85% 3.34% - ------------------------------------------------------------ J.P. Morgan Emerging Markets Bond Plus Index Return (reflects no deduction for fees, expenses, or taxes)*** -0.79% 5.44% - ------------------------------------------------------------
* The Fund commenced operations on June 26, 1997. The Index inception date is June 30, 1997. ** After-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. Your actual after-tax returns will depend on your tax situation and may differ from those shown. After-tax returns shown are not relevant to investors who hold their Fund shares through tax-deferred arrangements, such as 401(k) plans or individual retirement accounts. *** 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. SEI INVESTMENTS / PROSPECTUS 15 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 0.93% - ------------------------------------------------------------------ - ------------------------------------------------------------------ Total Annual Fund Operating Expenses 1.78%* - ------------------------------------------------------------------
* 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 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 $ 181 $ 560 $ 964 $ 2,095 - ------------------------------------------------------------------
16 SEI INVESTMENTS / PROSPECTUS MORE INFORMATION ABOUT FUND INVESTMENTS This prospectus describes the Funds' primary investment strategies. 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 other short-term obligations that would not ordinarily be consistent with the Funds' objectives. A Fund will do so only if the Adviser or Sub-Adviser believes that the risk of loss outweighs the opportunity for capital gains or higher income. Of course, there is no guarantee that any Fund will achieve its investment goal. INVESTMENT ADVISERS AND SUB-ADVISERS SEI INVESTMENTS MANAGEMENT CORPORATION (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 the 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, 2001, SIMC had approximately $55.8 billion in assets under management. For the fiscal year ended September 30, 2001, SIMC received investment advisory fees, after fee waivers, as a percentage of each Fund's net assets, at the following annual rates: International Equity Fund 0.50% - --------------------------------------------------------- Emerging Markets Equity Fund 0.87% - --------------------------------------------------------- Emerging Markets Debt Fund 0.60% - ---------------------------------------------------------
Strategic Fixed Income, L.L.C. (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 and is responsible for the Fund's investment performance. As of December 31, 2001, Strategic had approximately $2.5 billion in assets under management. For the fiscal year ended September 30, 2001, Strategic received investment advisory fees, as a percentage of the Fund's assets, at the following annual rate: International Fixed Income Fund 0.15% - ---------------------------------------------------------
SEI INVESTMENTS / PROSPECTUS 17 SUB-ADVISERS AND PORTFOLIO MANAGERS INTERNATIONAL EQUITY FUND: BLACKROCK INTERNATIONAL LTD.: BlackRock International Ltd. (BlackRock International), located at 40 Torpichen Street, Edinburgh, EH38JB, Scotland, serves as a Sub-Adviser to the International Equity Fund. Albert B. Morillo, Managing Director and Senior Portfolio Manager, heads an investment committee at BlackRock International that serves as portfolio manager for a portion of the International Equity Fund's assets managed by BlackRock International. Prior to joining BlackRock International in January 2000, Mr. Morillo was the head of the European Team at Scottish Widows Investment Management. CAPITAL GUARDIAN TRUST COMPANY: Capital Guardian Trust Company (CGTC), located at 333 South Hope Street, 55th Floor, Los Angeles, California 90071, serves as a Sub-Adviser to the International Equity Fund. A committee of investment professionals at CGTC manages a portion of the assets of the International Equity Fund and utilizes a multi-portfolio management system. JF INTERNATIONAL MANAGEMENT, INC.: JF 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. Richard Titherington and Simon Jones of JF Asset Management (JFAM) serve as portfolio managers for a portion of the assets of the International Equity Fund. Mr. Titherington has been with JFAM for 16 years, and has over 18 years of investment experience. Mr. Jones has been with JFAM for 7 years and has over 16 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 and Keith Donaldson of Martin Currie serve as portfolio managers for a portion of the assets of the International Equity Fund. Mr. Thomas joined Martin Currie in 1989, and has 27 years of investment experience. Prior to joining Martin Currie in 1997, Mr. Donaldson was the vice president and head of Japanese equity sales at Morgan Stanley from 1996 to 1997, and head of research at Salomon Brothers in Tokyo from 1990 to 1996. Mr. Donaldson has 22 years of investment experience. MORGAN STANLEY INVESTMENT MANAGEMENT INC.: Morgan Stanley Investment Management Inc. (Morgan Stanley), located at 1221 Avenue of the Americas, New York, New York 10020, serves as a Sub-Adviser to the International Equity Fund. A portion of the assets of the International Equity Fund is managed by Morgan Stanley's International Equity Team. Current members of the team include Dominic Caldecott, Peter Wright, William Lock and Walter Riddell. Mr. Caldecott, Chief Investment Officer and Managing Director of Morgan Stanley, has been with Morgan Stanley for 15 years and has 20 years of investment experience. Peter Wright and William Lock, both Managing Directors of Morgan Stanley, have each been with the firm 5 and 7 years, respectively, and each has over 10 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. and Kathleen Harris of Oechsle serve as portfolio managers for a portion of the assets of the International Equity Fund. Mr. Keesler is a Managing Principal, Chief Investment Officer and Portfolio Manager/Research Analyst with responsibility for coordinating the firm's investment activities. He has over 20 years of investment experience. Ms. Harris joined Oechsle in January 1995 and is a Principal and Portfolio Manager/Research Analyst. 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 18 SEI INVESTMENTS / PROSPECTUS 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 INVESTMENT MANAGEMENT INC.: Morgan Stanley Investment Management, Inc. (Morgan Stanley), located at 1221 Avenue of the Americas, New York, New York 10020, serves as a Sub-Adviser to the Emerging Markets Equity Fund. Michael Perl and Robert L. Meyer of Morgan Stanley serve as portfolio managers for a portion of the assets of the Emerging Markets Equity Fund. Mr. Perl is a Principal and joined Morgan Stanley in 1989. Mr. Meyer is a Managing Director and joined Morgan Stanley in 1989. 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 13 years of investment experience. SG PACIFIC ASSET MANAGEMENT, INC. AND SGY ASSET MANAGEMENT (SINGAPORE) LIMITED.: SG Pacific Asset Management, Inc. (SG Pacific) and SGY Asset Management (Singapore) Limited (SGY), located at 560 Lexington Avenue, New York, New York 10022, serve as Sub-Advisers to the Emerging Markets Equity Fund. Marco Wong of SG Pacific and SGY serves as portfolio manager for 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 and Chief Investment Officer 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 388 Greenwich Street, 8th Floor, New York, New York 10013, serves as the 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. SEI INVESTMENTS / PROSPECTUS 19 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 and intermediaries 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 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 Funds' wire agent by the close of business on the day after the order is placed. The Funds reserve the right to refuse any purchase requests, particularly those that would not be in the best interests of the Funds or their shareholders and could adversely affect the Funds or their operations. This includes those from any individual or group who, in a 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 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 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 broker-dealers or other financial intermediaries. 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 the net assets of the Fund. In calculating NAV, a 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. 20 SEI INVESTMENTS / PROSPECTUS 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. A 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 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. You may arrange for your proceeds to 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 Funds' 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, shareholder servicing fees, as a percentage of average daily net assets, may be up to 0.25%. SEI INVESTMENTS / PROSPECTUS 21 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 net investment income and its net realized 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 may be 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. Each Fund may elect to pass through to you your pro rata share of foreign income taxes paid by the Fund. The Funds will notify you if they make such election. MORE INFORMATION ABOUT TAXES IS IN THE FUNDS' SAI. 22 SEI INVESTMENTS / 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 Funds' 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 Funds' SAI. You can obtain the annual report, which contains more performance information, at no charge by calling 1-800-DIAL-SEI. FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD FOR THE YEARS ENDED SEPTEMBER 30, (UNLESS OTHERWISE INDICATED)
Net Realized and Unrealized Distributions Net Net Asset Net Gains Distributions from Asset Value Investment (Losses) from Net Realized Value Beginning Income on Investment Capital End of Total of Period (Loss) Securities Income Gains Period Return+ - --------------------------------------------------------------------------------------------------------------------------------- INTERNATIONAL EQUITY FUND - --------------------------------------------------------------------------------------------------------------------------------- CLASS A - --------------------------------------------------------------------------------------------------------------------------------- FOR THE YEARS ENDED SEPTEMBER 30: - --------------------------------------------------------------------------------------------------------------------------------- 2001 $12.33 $ 0.03 $(3.73) $(0.07) $(0.31) $ 8.25 (30.85)% - --------------------------------------------------------------------------------------------------------------------------------- 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 - --------------------------------------------------------------------------------------------------------------------------------- 1998(1)(2) 10.15 0.07 (1.06) -- -- 9.16 (9.75) - --------------------------------------------------------------------------------------------------------------------------------- 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 - --------------------------------------------------------------------------------------------------------------------------------- EMERGING MARKETS EQUITY FUND - --------------------------------------------------------------------------------------------------------------------------------- CLASS A - --------------------------------------------------------------------------------------------------------------------------------- FOR THE YEARS ENDED SEPTEMBER 30: - --------------------------------------------------------------------------------------------------------------------------------- 2001 $ 9.19 $ 0.04 $(3.15) $ -- $ -- $ 6.08 (33.84)% - --------------------------------------------------------------------------------------------------------------------------------- 2000(1) 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 - --------------------------------------------------------------------------------------------------------------------------------- 1998(2) 10.55 0.07 (4.45) -- -- 6.17 (41.52) - --------------------------------------------------------------------------------------------------------------------------------- Ratio of Net Ratio of Ratio of Investment Ratio of Net Expenses Income Expenses Investment to Average (Loss) to to Income Net Average Net Assets Average (Loss) to Assets Net Assets Portfolio End of Period Net Average (Excluding (Excluding Turnover ($ Thousands) Assets Net Assets Waivers) Waivers) Rate - ---------------------------------------------- INTERNATIONAL EQUITY FUND - ---------------------------------------------- CLASS A - ---------------------------------------------- FOR THE YEARS ENDED SEPTEMBER 30: - ---------------------------------------------- 2001 $2,365,245 1.28% 0.36% 1.29% 0.35% 91% - ---------------------------------------------- 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 - ---------------------------------------------- 1998(1)(2) 966,707 1.24 1.60 1.31 1.53 66 - ---------------------------------------------- 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 - ---------------------------------------------- EMERGING MARKETS EQUITY FUND - ---------------------------------------------- CLASS A - ---------------------------------------------- FOR THE YEARS ENDED SEPTEMBER 30: - ---------------------------------------------- 2001 $1,010,428 1.95% 0.54% 2.13% 0.36% 126% - ---------------------------------------------- 2000(1) 1,285,033 1.96 (0.46) 2.12 (0.62) 110 - ---------------------------------------------- 1999 866,911 1.95 (0.35) 2.14 (0.54) 129 - ---------------------------------------------- 1998(2) 498,470 1.95 1.51 2.24 1.22 46 - ----------------------------------------------
SEI INVESTMENTS / PROSPECTUS 23
Net Realized and Unrealized Distributions Net Net Asset Net Gains Distributions from Asset Value Investment (Losses) from Net Realized Value Beginning Income on Investment Capital End of Total of Period (Loss) Securities Income (2) Gains Period Return+ - ------------------------------------------------------------------------------------------------------------- 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 - ------------------------------------------------------------------------------------------------------------- INTERNATIONAL FIXED INCOME FUND - ------------------------------------------------------------------------------------------------------------- CLASS A - ------------------------------------------------------------------------------------------------------------- FOR THE YEARS ENDED SEPTEMBER 30: - ------------------------------------------------------------------------------------------------------------- 2001 $ 9.81 $ 0.33 $(0.02) $ -- $ -- $10.12 3.16% - ------------------------------------------------------------------------------------------------------------- 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) - ------------------------------------------------------------------------------------------------------------- 1998(2) 10.68 0.40 0.81 -- -- 11.89 11.33 - ------------------------------------------------------------------------------------------------------------- 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 - ------------------------------------------------------------------------------------------------------------- EMERGING MARKETS DEBT FUND - ------------------------------------------------------------------------------------------------------------- CLASS A - ------------------------------------------------------------------------------------------------------------- FOR THE YEARS ENDED SEPTEMBER 30: - ------------------------------------------------------------------------------------------------------------- 2001 $ 9.51 $ 0.94 $(0.53) $(0.89) $ -- $ 9.03 4.69% - ------------------------------------------------------------------------------------------------------------- 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 - ------------------------------------------------------------------------------------------------------------- 1998(2) 10.31 (0.11) (3.37) -- -- 6.83 (33.75) - ------------------------------------------------------------------------------------------------------------- 1998(3) 10.00 0.56 -- (0.25) -- 10.31 5.64 - ------------------------------------------------------------------------------------------------------------- Ratio of Net Ratio of Ratio of Investment Ratio of Net Expenses Income Expenses Investment to Average (Loss) to to Income Net Average Net Assets Average (Loss) to Assets Net Assets Portfolio End of Period Net Average (Excluding (Excluding Turnover ($ Thousands) Assets Net Assets Waivers) Waivers) Rate - -------------------------- 1998 509,748 1.95 (0.12) 2.36 (0.53) 76 - -------------------------- 1997 221,474 1.95 (0.04) 2.55 (0.64) 100 - -------------------------- INTERNATIONAL FIXED INCOME FUND - -------------------------- CLASS A - -------------------------- FOR THE YEARS ENDED SEPTEMBER 30: - -------------------------- 2001 $1,198,644 1.00% 3.13% 1.06% 3.07% 235% - -------------------------- 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 - -------------------------- 1998(2) 533,800 1.00 3.61 1.21 3.40 112 - -------------------------- 1998 408,974 1.00 3.92 1.24 3.68 280 - -------------------------- 1997 204,219 1.00 3.99 1.39 3.60 352 - -------------------------- EMERGING MARKETS DEBT FUND - -------------------------- CLASS A - -------------------------- FOR THE YEARS ENDED SEPTEMBER 30: - -------------------------- 2001 $ 458,950 1.35% 10.06% 1.78% 9.63% 196% - -------------------------- 2000 490,554 1.35 10.67 1.80 10.22 227 - -------------------------- 1999 283,993 1.35 12.27 1.82 11.80 184 - -------------------------- 1998(2) 162,938 1.35 10.28 1.84 9.79 186 - -------------------------- 1998(3) 154,284 1.35 8.05 1.94 7.46 269 - --------------------------
+ Returns are for the period indicated and have not been annualized. ++ The ratio of expenses to average net assets, excluding interest expense, is 1.28% for the year ended September 30, 2000. (1) Per share net investment income and net realized and unrealized gains/(losses) calculated using average shares. (2) For the seven month period ended September 30, 1998. All ratios for the period have been annualized. Prior to September 30, 1998, the fiscal year end of the Trust was February 28 or 29. (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 INVESTMENTS EQUITY - ----------------------------- INTERNATIONAL EQUITY FUND - ----------------------------- CLASS I - ----------------------------- PROSPECTUS AS OF JANUARY 31, 2002 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 INVESTMENTS More information about the Fund is available without charge through the following: STATEMENT OF ADDITIONAL INFORMATION (SAI) The SAI dated January 31, 2002, 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 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 AN SAI, ANNUAL OR SEMI-ANNUAL REPORT, OR MORE INFORMATION: By Telephone: Call 1-8OO-DIAL-SEI By Mail: Write to the Fund at: 1 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-F-108 (1/02) SEI INVESTMENTS / PROSPECTUS I 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, Performance Information and Expenses 2 - ------------------------------------------------------------------------ More Information About Fund Investments 5 - ------------------------------------------------------------------------ Investment Adviser and Sub-Advisers 5 - ------------------------------------------------------------------------ Purchasing and Selling Fund Shares 7 - ------------------------------------------------------------------------ Dividends, Distributions and Taxes 9 - ------------------------------------------------------------------------ Financial Highlights 10 - ------------------------------------------------------------------------ How To Obtain More Information About SEI Institutional International Trust Back Cover - ------------------------------------------------------------------------
SEI INVESTMENTS / PROSPECTUS 1 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 a global 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, portfolio 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. 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 who manage portions of 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 SEI INVESTMENTS / PROSPECTUS INTERNATIONAL EQUITY FUND - ------------------------------------------------------------------------------ FUND SUMMARY INVESTMENT GOAL: Capital appreciation SHARE PRICE VOLATILITY: Medium to high PRINCIPAL INVESTMENT Utilizing multiple specialist STRATEGY: sub-advisers, the Fund invests in equity securities of foreign companies
- -------------------------------------------------------------------------------- INVESTMENT STRATEGY Under normal circumstances, the International Equity Fund will invest at least 80% of its net assets in equity securities. The Fund will invest 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 judgments 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 markets or the equity markets as a whole. SEI INVESTMENTS / PROSPECTUS 3 PERFORMANCE INFORMATION The bar chart and the performance table below illustrate the risks and volatility of an investment in 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 the Class A Shares have lower expenses. 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 AShares from year to year for ten years. The performance information shown is based on full calendar years. EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED GRAPHIC 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% 2001 -22.55%
BEST QUARTER: 20.88% (12/31/99) WORST QUARTER: -15.47% (09/30/01) This table compares the Fund's average annual total returns for Class A Shares for the periods ended December 31, 2001 to those of the Morgan Stanley Capital International ("MSCI") EAFE Index.
SINCE INTERNATIONAL EQUITY FUND 1 YEAR 5 YEARS 10 YEARS INCEPTION* - ---------------------------------------------------------------------- Fund Return Before Taxes Class A -22.55% 0.82% 4.19% 3.20% - ---------------------------------------------------------------------- Fund Return After Taxes on Distributions** -22.47% 0.11% 2.91% 1.78% - ---------------------------------------------------------------------- Fund Return After Taxes on Distributions and Sale of Fund Shares** -13.58% 0.63% 3.08% 2.01% - ---------------------------------------------------------------------- MSCI EAFE Index Return (reflects no deduction for fees, expenses, or taxes)*** -21.44% 0.89% 4.46% 2.39% - ----------------------------------------------------------------------
* The Fund commenced operations on December 20, 1989. The Index inception date is December 31, 1989. ** After-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. Your actual after-tax returns will depend on your tax situation and may differ from those shown. After-tax returns shown are not relevant to investors who hold their Fund shares through tax-deferred arrangements, such as 401(k) plans or individual retirement accounts. *** 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. 4 SEI INVESTMENTS / PROSPECTUS 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 1.03%* - ------------------------------------------------------------------ - ------------------------------------------------------------------ Total Annual Fund Operating Expenses 1.54%** - ------------------------------------------------------------------
* 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 may waive 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 $ 157 $ 486 $ 839 $ 1,834 - ------------------------------------------------------------------
SEI INVESTMENTS / PROSPECTUS 5 MORE INFORMATION ABOUT FUND INVESTMENTS This prospectus describes the Fund's primary investment strategies. 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 other 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-Adviser believes that the risk of loss outweighs the opportunity for capital gains or higher income. Of course, there is no guarantee that the Fund will achieve its investment goal. INVESTMENT ADVISER AND SUB-ADVISERS SEI INVESTMENTS MANAGEMENT CORPORATION (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 the 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, 2001, SIMC had approximately $55.8 billion in assets under management. For the fiscal year ended September 30, 2001, SIMC received investment advisory fees, after fee waivers, as a percentage of the Fund's net assets at the annual rate of 0.50%. SUB-ADVISERS AND PORTFOLIO MANAGERS BLACKROCK INTERNATIONAL LTD.: BlackRock International Ltd. (BlackRock International), located at 40 Torpichen Street, Edinburgh, EH38JB, Scotland, serves as a Sub-Adviser to the International Equity Fund. Albert B. Morillo, Managing Director and Senior Portfolio Manager, heads an investment committee at BlackRock International that serves as portfolio manager for a portion of the assets of the International Equity Fund's assets managed by BlackRock International. Prior to joining BlackRock International in January 2000, Mr. Morillo was the head of the European Team at Scottish Widows Investment Management. CAPITAL GUARDIAN TRUST COMPANY: Capital Guardian Trust Company (CGTC), located at 333 South Hope Street, 55th Floor, Los Angeles, California 90071, serves as a Sub-Adviser to the International Equity Fund. A committee of investment professionals at CGTC manages a portion of the assets of the International Equity Fund and utilizes a multi-portfolio management system. JF INTERNATIONAL MANAGEMENT, INC.: JF 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. Richard Titherington and Simon Jones of Jardine Fleming Asset Management (JFAM) serve as portfolio managers for a portion of the assets of the International Equity Fund. Mr. Titherington has been with JFAM for 16 years and has over 18 years of investment experience. Mr. Jones has been with JFAM for 7 years and has over 16 years of investment experience. 6 SEI INVESTMENTS / PROSPECTUS 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 and Keith Donaldson of Martin Currie serve as portfolio managers for a portion of the assets of the International Equity Fund. Mr. Thomas joined Martin Currie in 1989, and has 27 years of investment experience. Prior to joining Martin Currie in 1997, Mr. Donaldson was the vice president and head of Japanese equity sales at Morgan Stanley from 1996 to 1997, and head of research at Salomon Brothers in Tokyo from 1990 to 1996. Mr. Donaldson has 22 years of investment experience. MORGAN STANLEY INVESTMENT MANAGEMENT INC.: Morgan Stanley Investment Management Inc. (Morgan Stanley), located at 1221 Avenue of the Americas, New York, New York 10020, serves as a Sub-Adviser to the International Equity Fund. A portion of the assets of the International Equity Fund is managed by Morgan Stanley's International Equity Team. Current members of the team include Dominic Caldecott, Peter Wright, William Lock and Walter Riddell. Mr. Caldecott, Chief Investment Officer and Managing Director of Morgan Stanley, has been with Morgan Stanley for 15 years and has 20 years of investment experience. Peter Wright and William Lock, both Managing Directors of Morgan Stanley, have each been with the firm 5 and 7 years, respectively, and each has over 10 years of investment management 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. and Kathleen Harris of Oechsle serve as portfolio managers for a portion of the assets of the International Equity Fund. Mr. Keesler is a Managing Principal, Chief Investment Officer and Portfolio Manager/Research Analyst with responsibility for coordinating the firm's investment activities. He has over 20 years of investment experience. Ms. Harris joined Oechsle in January 1995 and is a Principal and Portfolio Manager/Research Analyst. SEI INVESTMENTS / PROSPECTUS 7 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 and intermediaries 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 its shareholders and could adversely affect the Fund or its operations. This includes those from any individual or group who, in a 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 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 the net assets of 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. 8 SEI INVESTMENTS / PROSPECTUS 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. You may arrange for your proceeds to 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%. SEI INVESTMENTS / PROSPECTUS 9 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 net investment income and its net realized 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 may be 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 elect to pass through to you your pro rata share of foreign income taxes paid by the Fund. The Fund will notify you if it makes such election. MORE INFORMATION ABOUT TAXES IS IN THE FUND'S SAI. 10 SEI INVESTMENTS / PROSPECTUS FINANCIAL HIGHLIGHTS The table that follows presents 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 the Class A Shares have lower 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 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 annual report that accompanies the Fund's SAI. You can obtain the annual report, which contains more performance information, at no charge by calling 1-800-DIAL-SEI. FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD FOR THE YEARS ENDED SEPTEMBER 30, (UNLESS OTHERWISE INDICATED)
Net Realized Distributions Net Net Asset Net and Distributions from Asset Value Investment Unrealized from Net Realized Value Net Assets Beginning Income Gains Investment Capital End of Total End of Period of Period (Loss) (Losses) Income Gains Period Return+ ($ Thousands) - --------------------------------------------------------------------------------------------------------------------------- CLASS A - --------------------------------------------------------------------------------------------------------------------------- FOR THE YEARS ENDED SEPTEMBER 30: - --------------------------------------------------------------------------------------------------------------------------- 2001 $12.33 $0.03 $(3.73) $(0.07) $(0.31) $ 8.25 (30.85)% $2,365,245 - --------------------------------------------------------------------------------------------------------------------------- 2000 12.09 0.08 0.43 (0.04) (0.23) 12.33 4.15 2,953,872 - --------------------------------------------------------------------------------------------------------------------------- 1999(1) 9.16 0.04 3.34 (0.10) (0.35) 12.09 37.86 1,844,459 - --------------------------------------------------------------------------------------------------------------------------- 1998(1)(2) 10.15 0.07 (1.06) -- -- 9.16 (9.75) 966,707 - --------------------------------------------------------------------------------------------------------------------------- 1998(1) 9.67 0.17 0.77 (0.18) (0.28) 10.15 10.21 851,542 - --------------------------------------------------------------------------------------------------------------------------- 1997 10.00 0.09 0.47 (0.07) (0.82) 9.67 5.70 524,062 - --------------------------------------------------------------------------------------------------------------------------- Ratio of Net Ratio of Ratio of Investment Ratio of Net Expenses Income Expenses Investment to Average (Loss) to to Income Net Average Average (Loss) to Assets Net Assets Portfolio Net Average (Excluding (Excluding Turnover Assets Net Assets Waivers) Waivers) Rate - ------------------------- CLASS A - ------------------------- FOR THE YEARS ENDED SEPTEMBER 30: - ------------------------- 2001 1.28% 0.36% 1.29% 0.35% 91% - ------------------------- 2000 1.29++ 0.79 1.30 0.78 73 - ------------------------- 1999(1) 1.28 0.39 1.31 0.36 61 - ------------------------- 1998(1)(2) 1.24 1.60 1.31 1.53 66 - ------------------------- 1998(1) 1.21 1.31 1.30 1.22 75 - ------------------------- 1997 1.28 1.11 1.42 0.97 117 - -------------------------
+ Returns are for the period indicated and have not been annualized. ++ The ratio of expenses to average net assets, excluding interest expense, is 1.28% for the year ended September 30, 2000. (1) Per share net investment income and net realized and unrealized gains/(losses) calculated using average shares. (2) For the seven month period ended September 30, 1998. All ratios for the period have been annualized. Prior to September 30, 1998, the fiscal year end of the Trust was February 28 or 29. Amounts designated as "--" are either $0 or have been rounded to $0. SEI INVESTMENTS EQUITY - ------------------------------ EMERGING MARKETS EQUITY FUND - ------------------------------ CLASS Y - ------------------------------ PROSPECTUS AS OF JANUARY 31, 2002 - ------------------------------ 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 INVESTMENTS More information about the Funds is available without charge through the following: STATEMENT OF ADDITIONAL INFORMATION (SAI) The SAI dated January 31, 2002, 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 part of this prospectus. ANNUAL AND SEMI-ANNUAL REPORTS These reports 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 AN SAI, ANNUAL OR SEMI-ANNUAL REPORT, OR MORE INFORMATION: By Telephone: Call 1-8OO-DIAL-SEI By Mail: Write to the Funds at: 1 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. [Prospectus Number] SEI INVESTMENTS / PROSPECTUS I 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 Y Shares of the Emerging Markets 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 Investments Strategies and Risks, Performance Information and Expenses 2 - ------------------------------------------------------------------------ More Information About Fund Investments 5 - ------------------------------------------------------------------------ Investment Adviser and Sub-Advisers 5 - ------------------------------------------------------------------------ Purchasing and Selling Fund Shares 7 - ------------------------------------------------------------------------ Dividends, Distributions and Taxes 9 - ------------------------------------------------------------------------ Financial Highlights 10 - ------------------------------------------------------------------------ How To Obtain More Information About SEI Institutional International Trust Back Cover - ------------------------------------------------------------------------
SEI INVESTMENTS / PROSPECTUS 1 GLOBAL ASSET ALLOCATION The Emerging Markets 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, portfolio 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 Emerging Markets 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 who manage portions of 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. 2 SEI INVESTMENTS / PROSPECTUS EMERGING MARKETS EQUITY FUND - ------------------------------------------------------------------------------ FUND SUMMARY INVESTMENT GOAL: Capital appreciation SHARE PRICE VOLATILITY: Very high PRINCIPAL INVESTMENT Utilizing multiple specialist STRATEGY: sub-advisers, the Fund invests in equity securities of emerging markets companies
- -------------------------------------------------------------------------------- INVESTMENT STRATEGY Under normal circumstances, the Emerging Markets Equity Fund will invest at least 80% of its net assets in equity securities of emerging markets issuers. The Fund will invest 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. 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 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, 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 markets or the equity markets as a whole. SEI INVESTMENTS / PROSPECTUS 3 PERFORMANCE INFORMATION The bar chart and the performance table below illustrate the risks and volatility of an investment in the Fund. Since Class Y Shares are invested in the same portfolio of securities, returns for Class Y Shares will be substantially similar to those of the Class A Shares, shown here, and will differ only to the extent that the Class Y Shares have lower expenses. 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 six years. The performance information shown is based on full calendar 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% 2001 -2.46%
BEST QUARTER: 31.28% (12/31/99) WORST QUARTER: -27.41% (09/30/98) This table compares the Fund's average annual total returns for Class A Shares for the periods ended December 31, 2001 to those of the Morgan Stanley Capital International ("MSCI") Emerging Markets Free Index.
SINCE EMERGING MARKETS EQUITY FUND 1 YEAR 5 YEARS INCEPTION* - ---------------------------------------------------------------- Fund Return Before Taxes Class A -2.46% -7.61% -3.60% - ---------------------------------------------------------------- Fund Return After Taxes on Distributions** -2.31% -7.60% -3.62% - ---------------------------------------------------------------- Fund Return After Taxes on Distributions and Sale of Fund Shares** -1.22% -5.83% -2.78% - ---------------------------------------------------------------- MSCI Emerging Markets Free Index Return (reflects no deduction for fees, expenses, or taxes)*** -2.38% -5.74% -2.54% - ----------------------------------------------------------------
* The Fund commenced operations on January 17, 1995. The Index inception date is January 31, 1995. ** After-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. Your actual after-tax returns will depend on your tax situation and may differ from those shown. After-tax returns shown are not relevant to investors who hold their Fund shares through tax-deferred arrangements, such as 401(k) plans or individual retirement accounts. *** 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. 4 SEI INVESTMENTS / PROSPECTUS 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 Y SHARES - ------------------------------------------------------------------ Investment Advisory Fees 1.05% - ------------------------------------------------------------------ Distribution (12b-1) Fees None - ------------------------------------------------------------------ Other Expenses 0.83%* - ------------------------------------------------------------------ - ------------------------------------------------------------------ Total Annual Fund Operating Expenses 1.88%** - ------------------------------------------------------------------
* 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 SIMC may waive 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 are expected to be as follows: Emerging Markets Equity Fund -- Class Y Shares 1.70% - ---------------------------------------------------------
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 - ------------------------------------------------------------------ Emerging Markets Equity Fund -- Class Y Shares $ 191 $ 591 $ 1,016 $ 2,201 - ------------------------------------------------------------------
SEI INVESTMENTS / PROSPECTUS 5 MORE INFORMATION ABOUT FUND INVESTMENTS This prospectus describes the Fund's primary investment strategies. 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 or higher income. Of course, there is no guarantee that the Fund will achieve its investment goal. INVESTMENT ADVISER AND SUB-ADVISERS SEI INVESTMENTS MANAGEMENT CORPORATION (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 the 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, 2001, SIMC had approximately $55.8 billion in assets under management. For the fiscal year ended September 30, 2001, SIMC received investment advisory fees, after fee waivers, as a percentage of the Fund's net assets, at the annual rate of 0.87%. SUB-ADVISERS AND PORTFOLIO MANAGERS 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 INVESTMENT MANAGEMENT INC.: Morgan Stanley Investment Management Inc. (Morgan Stanley), located at 1221 Avenue of the Americas, New York, New York 10020, serves as a Sub-Adviser to the Emerging Markets Equity Fund. Michael Perl and Robert L. Meyer of Morgan Stanley serve as portfolio managers for a portion of the assets of the Emerging Markets Equity Fund. Mr. Perl is a Principal and joined Morgan Stanley in 1989. Mr. Meyer is a Managing Director and joined Morgan Stanley in 1989. 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 6 SEI INVESTMENTS / PROSPECTUS 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 13 years of investment experience. SG PACIFIC ASSET MANAGEMENT, INC. AND SGY ASSET MANAGEMENT ("SINGAPORE") LIMITED.: SG Pacific Asset Management, Inc. ("SG Pacific") and SGY Asset Management ("Singapore") Limited ("SGY"), located at 560 Lexington Avenue, New York, New York 10022, serves as a Sub-Adviser to the Emerging Markets Equity Fund. Marco Wong of SG Pacific and SGY, serves as portfolio manager for 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. SEI INVESTMENTS / PROSPECTUS 7 PURCHASING AND SELLING FUND SHARES This section tells you how to purchase and sell (sometimes called "redeem") Class Y Shares of the Fund. The Fund offers Class Y Shares only to financial institutions and intermediaries 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 Y 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 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 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 the net assets of 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. 8 SEI INVESTMENTS / PROSPECTUS MINIMUM PURCHASES To purchase Class Y 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 Y 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. You may arrange for your proceeds to 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 Class Y Shares. SEI INVESTMENTS / PROSPECTUS 9 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 below 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 net investment income and its net realized 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 may be 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 elect to pass through to you your pro rata share of foreign income taxes paid by the Fund. The Fund will notify you if it makes such election. MORE INFORMATION ABOUT TAXES IS IN THE FUND'S SAI. 10 SEI INVESTMENTS / PROSPECTUS FINANCIAL HIGHLIGHTS The table that follows presents performance information about Class A Shares of the Fund. Since Class Y Shares are invested in the same portfolio of securities, returns for Class Y Shares will be substantially similar to those of the Class A Shares, shown here, and will differ only to the extent that the Class Y Shares have lower 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 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 annual report that accompanies the Fund's SAI. You can obtain the annual report, which contains more performance information, at no charge by calling 1-800-DIAL-SEI. FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD FOR THE YEARS ENDED SEPTEMBER 30, (UNLESS OTHERWISE INDICATED)
Net Realized Distributions Net Net Asset Net and Distributions from Asset Value Investment Unrealized from Net Realized Value Beginning Income Gains (Losses) Investment Capital End of Total of Period (Loss) on Securities Income Gains Period Return+ - ----------------------------------------------------------------------------------------------------------------- CLASS A - ----------------------------------------------------------------------------------------------------------------- FOR THE YEARS ENDED SEPTEMBER 30: - ----------------------------------------------------------------------------------------------------------------- 2001 $ 9.19 $ 0.04 $(3.15) $ -- $ -- $ 6.08 (33.84)% - ----------------------------------------------------------------------------------------------------------------- 2000(1) 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 - ----------------------------------------------------------------------------------------------------------------- 1998(2) 10.55 0.07 (4.45) -- -- 6.17 (41.52) - ----------------------------------------------------------------------------------------------------------------- 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 - ----------------------------------------------------------------------------------------------------------------- Ratio of Net Ratio of Ratio of Investment Ratio of Net Expenses Income Expenses Investment to Average (Loss) to to Income Net Average Net Assets Average (Loss) to Assets Net Assets Portfolio End of Period Net Average (Excluding (Excluding Turnover ($ Thousands) Assets Net Assets Waivers) Waivers) Rate - -------------------------- CLASS A - -------------------------- FOR THE YEARS ENDED SEPTEMBER 30: - -------------------------- 2001 $1,010,428 1.95% 0.54% 2.13% 0.36% 126% - -------------------------- 2000(1) 1,285,033 1.96 (0.46) 2.12 (0.62) 110 - -------------------------- 1999 866,911 1.95 (0.35) 2.14 (0.54) 129 - -------------------------- 1998(2) 498,470 1.95 1.51 2.24 1.22 46 - -------------------------- 1998 509,748 1.95 (0.12) 2.36 (0.53) 76 - -------------------------- 1997 221,474 1.95 (0.04) 2.55 (0.64) 100 - --------------------------
+ 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) For the seven month period ended September 30, 1998. All ratios for the period have been annualized. Prior to September 30, 1998, the fiscal year end of the Trust was February 28 or 29. Amounts designated as "--" are either $0 or have been rounded to $0. SEI INSTITUTIONAL INTERNATIONAL TRUST CLASS A SHARES PROSPECTUS JANUARY 31, 2002 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. 1 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 INVESTMENT ADVISER AND SUB-ADVISERS ...............................................XXX PURCHASING AND SELLING FUND SHARES.................................................XXX DIVIDENDS, DISTRIBUTIONS AND TAXES.................................................XXX HOW TO OBTAIN MORE INFORMATION ABOUT SEI INSTITUTIONAL INTERNATIONAL TRUST..........................................Back Cover
2 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 a global 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, portfolio 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. 3 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 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. 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. 4 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 Under normal circumstances, the Tax-Managed International Equity Fund will invest at least 80% of its net assets in equity securities. The Fund will invest 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. The Fund is also subject to the risk that developed international equity securities may underperform other segments of the equity markets or the equity markets as a whole. The Fund is managed to minimize tax consequences to investors, but will likely earn taxable income and gains from time to time. 5 PERFORMANCE INFORMATION As of September 30, 2001, 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 0.78%* ------ Total Annual Fund Operating Expenses 1.29%**
* 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 SIMC may waive 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 expected to be as follows: Tax-Managed International Equity Fund -- Class A Shares 1.28% 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 TAX-MANAGED INTERNATIONAL EQUITY FUND - CLASS A SHARES $131 $409
6 MORE INFORMATION ABOUT FUND INVESTMENTS This prospectus describes the Fund's primary investment strategies. 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 other 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-Adviser believes that the risk of loss outweighs the opportunity for capital gains or 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 the 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, 2001, SIMC had approximately $55.8 billion in assets under management. It is expected that SIMC will receive investment advisory fees, after fee waivers, of 0.50% 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 and intermediaries for its own or its customers' accounts. For information on how to open an account and set up procedures for placing transactions, call 1-800-DIAL-SEI. 7 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 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 its shareholders and could adversely affect the Fund or its operations. This includes those from any individual or group who, in a 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 Fund calculates its NAV once each Business Day at the regularly-scheduled close of normal trading on the New York Stock Exchange (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 the net assets of 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. 8 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. You may arrange for your proceeds to 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. 9 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 net investment income and its net realized 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 may be 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 elect to pass through to you your pro rata share of foreign income taxes paid by the Fund. The Fund will notify you if it makes such an election. MORE INFORMATION ABOUT TAXES IS IN THE FUND'S SAI. 10 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, 2002, 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 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 AN SAI, ANNUAL OR SEMI-ANNUAL REPORT, OR 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 11 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. 12 SEI INSTITUTIONAL INTERNATIONAL TRUST Administrator: SEI Investments Fund Management Distributor: SEI Investments Distribution Co. Investment Advisers and Sub-Advisers: BlackRock International Ltd. The Boston Company Asset Management Capital Guardian Trust Company JF International Management, Inc. Martin Currie Inc. Morgan Stanley Investment Management Inc. Oechsle International Advisors, LLC Salomon Brothers Asset Management Inc Schroder Investment Management North America Inc. SEI Investments Management Corporation SG Pacific Asset Management, Inc. 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 I shares of the International Equity Fund, and the Class Y shares of the Emerging Markets Equity Fund, each dated January 31, 2002. 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. The Trust's financial statements for the fiscal year ended September 30, 2001, including notes thereto and the report of PricewaterhouseCoopers LLP thereon, are herein incorporated by reference from the Trust's 2001 Annual Report. A copy of the 2001 Annual Report must accompany the delivery of this Statement of Additional Information. January 31, 2002 TABLE OF CONTENTS The Trust................................................... S-2 Investment Objectives and Policies.......................... S-2 Description of Permitted Investments and Risk Factors....... S-7 Description of Ratings...................................... S-24 Investment Limitations...................................... S-25 Non-Fundamental Policies.................................... S-27 The Administrator........................................... S-28 The Advisers and Sub-Advisers............................... S-29 Distribution, Shareholder Servicing and Administrative Servicing................................................. S-32 Trustees and Officers of the Trust.......................... S-33 Performance................................................. S-35 Purchase and Redemption of 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-45 Voting...................................................... S-45 Shareholder Liability....................................... S-45 Control Persons and Principal Holders of Securities......... S-45 Experts..................................................... S-46 Custodian................................................... S-47 Legal Counsel............................................... S-47 January 31, 2002
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, Class I, and Class Y currently may be offered, which provide for variations in transfer agent fees, shareholder servicing fees, administrative servicing fees, dividends and certain voting rights. Except for differences among the classes pertaining to shareholder servicing, administrative 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. There can be no assurance that the Fund will achieve its investment objective. Under normal circumstances, the Fund will invest at least 80% of its net assets in equity securities. The Fund will notify its shareholders at least 60 days prior to any change to this policy. The Fund will invest primarily in equity securities of non-U.S. issuers located in at least three countries other than the United States. The Fund will invest primarily in companies located in developed countries, but 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 20% of its net 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. The Fund may also lend its securities to qualified borrowers. Although permitted to do so, the Fund does not currently intend to invest in securities issued by passive foreign investment companies. 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. There can be no assurance that the Fund will achieve its investment objective. S-2 Under normal circumstances, the Fund will invest at least 80% of its net assets in equity securities of emerging market issuers. The Fund will notify its shareholders at least 60 days prior to any change to this policy. The Fund normally 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 20% of its net 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, equity linked warrants 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 and lend its securities to qualified borrowers. 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. INTERNATIONAL FIXED INCOME FUND--The International Fixed Income Fund seeks to provide capital appreciation and current income. There can be no assurance that the Fund will achieve its investment objective. Under normal circumstances, the Fund will invest at least 80% of its net assets in fixed income securities. The Fund will notify its shareholders at least 60 days prior to any change to this policy. The Fund will invest primarily 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 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 securities issued by foreign or multinational corporations; (iv) convertible securities issued by foreign or multinational corporations; S-3 (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 U.S. Government, its agencies or instrumentalities ("U.S. Government securities"), swaps, options, futures and equity-linked warrants. 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 and lend its securities to qualified borrowers. 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. There can be no assurance that the Fund will achieve its investment objective. Under normal circumstances, the Fund will invest at least 80% of its net assets in fixed income securities of issuers in emerging countries. The Fund will notify its shareholders at least 60 days prior to any change to this policy. The Fund will invest primarily in fixed income 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, S-4 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 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 to qualified borrowers 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. S-5 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. TAX-MANAGED INTERNATIONAL EQUITY FUND--The Tax-Managed International Equity Fund seeks to provide long-term capital appreciation. There can be no assurance that the Fund will achieve its investment objective. Under normal circumstances, the Fund will invest at least 80% of its net assets in equity securities. The Fund will notify its shareholders at least 60 days prior to any change to this policy. The Fund will invest primarily in equity securities of non-U.S. issuers located in at least three countries other than the United States. The Fund will invest primarily in companies located in developed countries, but 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 ADRs traded on registered exchanges or NASDAQ, or sponsored or unsponsored EDRs, CDRs or 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 20% of its net 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, invest up to 15% of its net assets in illiquid securities and lend its securities to qualified borrowers. Although permitted to do so, the Fund does not currently intend to invest in securities issued by passive foreign investment companies. 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 Fund 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. A short sale against the box is a taxable transaction to the Fund S-6 with respect to the securities that are sold short. 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. 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 U.S. 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 S-7 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 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. S-8 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 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 a 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 Investment Company Act of 1940 (the "1940 Act"). As a result, a Fund's investment in such warrants may be limited by certain investment restrictions contained in the 1940 Act. 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. S-9 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. THE EURO--The single currency for the European Economic and Monetary Union ("EMU") began replacing the national currencies for participating countries on January 1, 1999 and is scheduled to end in July 2002. At the end of that period, use of the euro will be compulsory and countries in the EMU will no longer maintain separate currencies in any form. Until then, however, each country and issuers within each country are free to choose whether to use the euro. 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 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 S-10 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 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. A 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 and risk management purposes, including 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 seek to 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. S-11 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 earmarking or segregating an amount of cash or liquid securities equal to the market value of the futures positions held, less margin deposits, 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 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 S-12 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. 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 an 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. S-13 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 Funds' 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, a Fund may have to replace the security with a lower yielding security, resulting in a decreased return for investors. If a Fund experiences unexpected net redemptions, 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 a 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, a 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 a 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, a 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 a 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. A 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 Internal Revenue Code of 1986, as amended (the "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. S-14 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 a 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, a 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, a 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. 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 S-15 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. 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 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, S-16 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. NON-DIVERSIFICATION--The International Fixed Income and Emerging Markets Debt Funds are non-diversified investment companies, as defined in 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 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 S-17 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. 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. S-18 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 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. A Fund's advisers may 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 collateral at all times shall have a value at least equal to 102% of the price stated in the agreement. The underlying collateral will be marked to market daily. Each Fund's advisers will 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, a Fund could realize a loss on the sale of the underlying collateral 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 S-19 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 an 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. SECURITIES LENDING--Each Fund may lend portfolio securities to brokers, dealers and other financial organizations that meet capital and other credit requirements or other criteria established by the Fund's Board of Trustees. These loans, if and when made, may not exceed 33 1/3% of the total asset value of the Fund (including the loan collateral). No Fund will lend portfolio securities to its investment adviser, sub-adviser or their affiliates unless it has applied for and received specific authority to do so from the SEC. Loans of portfolio securities will be fully collateralized by cash, letters of credit or U.S. Government securities, and the collateral will be maintained in an amount equal to at least 100% of the current market value of the loaned securities by marking to market daily, although the borrower will be required to deliver collateral of 102% and 105% of the market value of borrowed securities for domestic and foreign securities, respectively. Any gain or loss in the market price of the securities loaned that might occur during the term of the loan would be for the account of the Fund. The Fund may pay a part of the interest earned from the investment of collateral, or other fee, to an unaffiliated third party for acting as the Fund's securities lending agent. By lending its securities, a Fund may increase its income by receiving payments from the borrower that reflect the amount of any interest or any dividends payable on the loaned securities as well as by either investing cash collateral received from the borrower in short-term instruments or obtaining a fee from the borrower when U.S. Government securities or letters of credit are used as collateral. Each Fund will adhere to the following conditions whenever its portfolio securities are loaned: (i) the Fund must receive at least 100% cash collateral or equivalent securities of the type discussed in the preceding paragraph from the borrower; (ii) the borrower must increase such collateral whenever the market value of the securities rises above the level of such collateral; (iii) the Fund must be able to terminate the loan on demand; (iv) the Fund must receive reasonable interest on the loan, as well as any dividends, interest or other distributions on the loaned securities and any increase in market value; (v) the Fund may pay only reasonable fees in connection with the loan (which fees may include fees payable to the lending agent, the borrower, the Fund's administrator and the custodian); and, (vi) voting rights on the loaned securities may pass to the borrower, provided, however, that if a material event adversely affecting the investment occurs, the Fund must terminate the loan and regain the right to vote the securities. The Board has adopted procedures reasonably designed to ensure that the foregoing criteria will be met. Loan agreements involve certain risks in the event of default or insolvency of the borrower, including possible delays or restrictions upon the Fund's ability to recover the loaned securities or dispose of the collateral for the loan, which could give rise to loss because of adverse market action, expenses and/or delays in connection with the disposition of the underlying securities. 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. SWAPS, CAPS, FLOORS, COLLARS AND SWAPTIONS--Swaps are privately negotiated over-the-counter derivative products in which two parties agree to exchange payment streams calculated in relation to a rate, index, instrument or certain securities (referred to as the "underlying") and a predetermined amount (referred to as the "notional amount"). The underlying for a swap may be an interest rate (fixed or floating), a currency exchange rate, a commodity price index, a security, group of securities or a securities index, a combination of any of these, or various other rates, assets or indices. Swap agreements generally do not involve the delivery of the underlying or principal, and a party's obligations generally are equal to only the net amount to be paid or received under the agreement based on the relative values of the positions held by each party to the swap agreement. A great deal of flexibility is possible in the way swaps may be structured. For example, in a simple fixed-to-floating interest rate swap, one party makes payments equivalent to a fixed interest rate, and the other party makes payments calculated with reference to a specified floating interest rate, such as LIBOR or the prime rate. In a currency swap, the parties generally enter into an agreement to pay interest streams in one currency based on a specified rate in exchange for receiving interest streams denominated in another currency. Currency swaps may involve initial and final exchanges that correspond to the agreed upon notional amount. S-21 A Fund may engage in simple or more complex swap transactions involving a wide variety of underlyings for various reasons. For example, a Fund may enter into a swap to gain exposure to investments (such as an index of securities in a market) or currencies without actually purchasing those stocks or currencies; to make an investment without owning or taking physical custody of securities or currencies in circumstances in which direct investment is restricted for legal reasons or is otherwise impracticable; to hedge an existing position; to obtain a particular desired return at a lower cost to the Fund than if it had invested directly in an instrument that yielded the desired return; or for various other reasons. Caps, floors, collars and swaptions are privately-negotiated option-based derivative products. Like a put or call option, the buyer of a cap or floor pays a premium to the writer. In exchange for that premium, the buyer receives the right to a payment equal to the differential if the specified index or rate rises above (in the case of a cap) or falls below (in the case of a floor) a pre-determined strike level. Like swaps, obligations under caps and floors are calculated based upon an agreed notional amount, and, like most swaps (other than currency swaps), the entire notional amount is not exchanged. A collar is a combination product in which one party buys a cap from and sells a floor to the another party. Swaptions give the holder the right to enter into a swap. A Fund may use one or more of these derivative products in addition to or in lieu of a swap involving a similar rate or index. Under current market practice, swaps, caps, collars and floors between the same two parties are generally documented under a "master agreement." In some cases, options and forwards between the parties may also be governed by the same master agreement. In the event of a default, amounts owed under all transactions entered into under, or covered by, the same master agreement would be netted, and only a single payment would be made. The swap market has grown substantially in recent years with a large number of banks and investment banking firms acting both as principals and as agents using standardized swapagreements. As a result, the swap market has become relatively liquid in comparison with the markets for other similar instruments that are also traded in over-the-counter markets. Swaps and other derivatives involve risks. One significant riskin a swap, cap, floor, collar or swaption is the volatility of the specific interest rate, currency or other underlying that determines the amount of payments due to and from a Fund. This is true whether these derivative products are used to create additional risk exposure for a Fund or to hedge, or manage, existing risk exposure. If under a swap, cap, floor, collar or swaption agreement a Fund is obligated to make a payment to the counterparty, the Fund must be prepared to make the payment when due. A Fund could suffer losses with respect to such an agreement if the Fund is unable to terminate the agreement or reduce its exposure through offsetting transactions. Further, the risks of caps, floors and collars, like put and call options, may be unlimited for the seller if the cap, or floor is not hedged or covered, but is limited for the buyer. Because under swap, cap, floor, collar and swaption agreements a counterparty may be obligated to make payments to a Fund, these derivative products are subject to risks related to the counterparty's creditworthiness. If a counterparty defaults, a Fund's risk of loss will consist of any payments that the Fund is entitled to receive from the counterparty under the agreement (this may not be true for currency swaps that require the delivery of the entire notional amount of one designated currency in exchange for the other). Upon default by a counterparty, however, a Fund may have contractual remedies under the swap agreement. A Fund will enter into swaps only with counterparties that an adviser believes to be creditworthy. In addition, a Fund will earmark or segregate cash or liquid securities in an amount equal to any liability amount owned under a swap, cap, floor, collar or swaption agreement, or will otherwise cover the transaction by entering into an offsetting position or agreement. S-22 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 FHLMA, 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., GNMA 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 U.S. 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 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, S-23 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. A 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 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. S-24 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. 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 U.S. 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 U.S. 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. 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 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. S-25 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 U.S. 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. 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 S-26 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. 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. S-27 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, 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 Advisors' Inner Circle Fund, Alpha Select Funds, Amerindo Funds Inc., The Arbor Fund, Armada Funds, The Armada Advantage Fund, Bishop Street Funds, Causeway Capital Management Trust, CNI Charter Funds, Excelsior Funds, Inc., Excelsior Funds Trust, Excelsior Tax-Exempt Funds, Inc., The Expedition Funds, First American Funds, Inc., First American Investment Funds, Inc., First American Strategy Funds, Inc., First Focus Funds, Inc., Friends Ivory Funds, HighMark Funds, JohnsonFamily Funds, Inc., The MDL Funds, The Nevis Fund, Inc., Oak Associates Funds, The PBHG Funds, Inc., PBHG Insurance Series Fund, Inc., Pitcairn Funds, Schroder Series Trust, Schroder Capital Funds, Schroder Fund Advisors, Inc., SEI Asset Allocation Trust, SEI Daily Income Trust, SEI Index Funds, SEI Institutional 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, Turner 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 Code. The term "expenses" is defined in such laws or regulations, and generally excludes brokerage commissions, distribution expenses, taxes, interest and extraordinary expenses. S-28 For the fiscal years ended September 30, 1999, September 30, 2000, and September 30, 2001, the Funds paid fees to the Administrator as follows:
ADMINISTRATION FEES PAID ADMINISTRATION FEES (REIMBURSED) (000) WAIVED (000) ------------------------ ---------------------- FUND 1999 2000 2001 1999 2000 2001 - ---- ------ ------- ------- ------ ------ ------ International Equity Fund................. $6,241 $11,669 $12,594 $ 0 $ 0 $ 0 Emerging Markets Equity Fund.............. $4,600 $ 7,937 $ 8,219 $ 0 $ 59 $ 0 International Fixed Income Fund........... $3,908 $ 5,773 $ 7,026 $ 0 $ 13 $ 0 Emerging Markets Debt Fund................ $1,458 $ 2,568 $ 3,240 $ 0 $ 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 or administrator to more than 9 investment companies, including more than 70 funds, which investment companies had more than $55.8 billion in assets under management as of December 31, 2001. 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 may manage 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. Sub-advisers also are responsible for managing their employees who provide services to these 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. Subject to Board review, SIMC allocates and, when appropriate, reallocates the International Equity, Emerging Markets Equity, Emerging Markets Debt and Tax-Managed International Equity 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 receives a fee, which is calculated daily and paid monthly, at an annual rate of 0.51% of the International Equity Fund's average daily net assets, 0.51% of the S-29 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. SIMC pays sub-advisers out of its investment advisory fees. SIMC and the Trust have obtained an exemptive order from 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. Among other things, 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"). 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. THE SUB-ADVISERS BLACKROCK INTERNATIONAL LTD. BlackRock International Ltd. ("BlackRock International") serves as a sub-adviser for a portion of the assets of the International Equity Fund. BlackRock International is a subsidiary of The PNC Financial Services Group, Inc. THE BOSTON COMPANY ASSET MANAGEMENT The Boston Company Asset Management ("The Boston Company") serves as a sub-adviser for a portion of the assets of the Emerging Markets Equity Fund. The Boston Company is a wholly-owned subsidiary of Mellon Financial Corporation and is a registered investment adviser. 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. CGTC is a wholly-owned subsidiary of The Capital Group. JF INTERNATIONAL MANAGEMENT, INC. JF International Management, Inc. ("JFIMI") serves as a sub-adviser for a portion of the assets of the International Equity Fund. JFIMI, a subsidiary of J.P. Morgan Chase & Co., is a registered investment adviser. MARTIN CURRIE INC. Martin Currie Inc. ("Martin Currie") serves as a sub-adviser for a portion of the assets of the International Equity Fund. Martin Currie, a registered investment adviser, is a wholly-owned subsidiary of Martin Currie Ltd. S-30 MORGAN STANLEY INVESTMENT MANAGEMENT INC. Morgan Stanley Investment Management Inc. ("Morgan Stanley") acts as a sub-adviser for a portion of the assets of the Emerging Markets Equity and International Equity Funds. Morgan Stanley is a registered investment adviser and Morgan Stanley Dean Witter & Co. is the direct parent of Morgan Stanley. OECHSLE INTERNATIONAL ADVISORS, LLC Oechsle International Advisers, LLC ("Oechsle") serves as a sub-adviser for a portion of the assets of the International Equity Fund. Oechsle, a registered investment adviser, is controlled by Oechsle Group, LLC ("OIA Group"), which owns approximately 44% of Oechsle. The Executive Committee of OIA Group, whose members are L. Sean Roche, Steven P. Langer, S. Dee Keesler and Warren R. Walker, also exercises control of Oechsle. Each member of OIA Group owns less than 25% of the firm. 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. SBAM is owned by Salomon Brothers Holding Company Inc., which is indirectly owned by Citigroup Inc. SCHRODER INVESTMENT MANAGEMENT NORTH AMERICA INC. Schroder Investment Management North America Inc. ("Schroders"), serves as a sub-adviser for a portion of the assets of the Emerging Markets Equity Fund. Schroders is owned by two shareholders, Schroders Public Limited Company and Beinn Dubh Limited. SG PACIFIC ASSET MANAGEMENT, INC. AND SGY ASSET MANAGEMENT (SINGAPORE) LIMITED SG Pacific Asset Management, Inc. ("SG Pacific") and SGY Asset Management (Singapore) Ltd. ("SGY") jointly serve as sub-advisers 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.), the parent of SG Pacific and SGY. 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, Strategic or a sub-adviser, or by the Adviser, Strategic or a sub-adviser on 90 days' written notice to the Trust. S-31 For the fiscal years ended September 30, 1999, September 30, 2000, and September 30, 2001, the Funds paid advisory fees as follows:
FEES PAID (000) FEE WAIVERS (000) ---------------------------- ---------------------------- FUND 09/30/99 09/30/00 09/30/01 09/30/99 09/30/00 09/30/01 - ---- -------- -------- -------- -------- -------- -------- International Equity Fund......................... $6,624 $12,821 $13,764 $ 380 $ 274 $ 369 Emerging Markets Equity Fund...................... $6,054 $10,954 $11,007 $1,377 $1,963 $2,270 International Fixed Income Fund................... $1,628 $ 1,659 $ 1,756 $ 326 $ 106 $ 0 Emerging Markets Debt Fund........................ $1,266 $ 2,094 $ 2,927 $ 641 $1,265 $1,310
For the fiscal years ended September 30, 1999, September 30, 2000, and September 30, 2001, SIMC paid sub-advisory fees as follows:
SUB-ADVISORY FEES SUB-ADVISORY FEES PAID (000) WAIVED (000) ---------------------------- ---------------------------- FUND 09/30/99 09/30/00 09/30/01 09/30/99 09/30/00 09/30/01 - ---- -------- -------- -------- -------- -------- -------- International Equity Fund......................... $4,042 $7,637 $7,932 $ 0 $ 0 $ 0 Emerging Markets Equity Fund...................... $4,262 $9,226 $7,669 $ 0 $ 0 $ 0 Emerging Markets Debt Fund........................ $ 930 $2,766 $1,850 $ 30 $ 0 $ 0
DISTRIBUTION, SHAREHOLDER SERVICING AND ADMINISTRATIVE SERVICING SEI Investments Distribution Co. (the "Distributor"), a wholly-owned subsidiary of SEI Investments, serves as each Fund's distributor pursuant to a distribution agreement (the "Distribution Agreement") with the Trust. The Trust has 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 each Service Plan, the Distributor may retain as a profit any difference between the fee it receives and the amount it pays to third parties. The Trust has adopted an administrative servicing plan ("Administrative Service Plan") for the Class I shares of the International Equity Fund. Under the Administrative Service Plan, the Distributor may perform, or may compensate other service providers for 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 Distributor, reasonably request to the extent that the service provider is permitted to do so under applicable laws or regulations. S-32 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, 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 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 S-33 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 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. 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). SHERRY KAJDAN VETTERLEIN (DOB 06/22/62)--Vice President and Secretary--Vice President and Assistant Secretary of the Administrator and Distributor since January 2001. Shareholder/Partner, Buchanan Ingersoll Professional Corporation (1992-2000). The Trustees and officers of the Trust own less than 1% of the outstanding shares of the Trust. - ------------------------ * 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-34 Compensation of officers and affiliated Trustees of the Trust is paid by the Administrator. The Trust pays the fees for unaffiliated Trustees. For the fiscal year ended September 30, 2001, 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 FYE9/30/01 FUND EXPENSES RETIREMENT FYE 9/30/01 - --------------------------- ----------------- ------------------- ---------------- ----------------------------------- 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....... $11,122 $0 $0 $119,325 for services on 9 boards Rosemarie B. Greco, Trustee..... $11,122 $0 $0 $119,325 for services on 9 boards James M. Storey, Trustee........ $11,122 $0 $0 $119,325 for services on 9 boards George J. Sullivan, Trustee..... $11,122 $0 $0 $119,325 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, each of the Funds may include the Fund's yield, effective yield, total return (on a before taxes basis, after taxes on distributions or after taxes on distributions and redemption) or any other type of performance information permitted by applicable regulatory requirements in advertisements or reports to shareholders or prospective shareholders. The yield of the Funds refers to the annualized income generated by an investment in that Fund over a specified 30-day period. Quotations of average annual total return for a Fund will be expressed in terms of the average annual compounded rate of return on a hypothetical investment in the Fund over a period of at least one, five, and ten years (up to the life of the Fund) (the ending date of the period will be stated). Total return of a Fund is calculated from two factors: the amount of dividends earned by each Fund share and by the increase or decrease in value of the Fund's share price. Performance figures are based on historical results and are not intended to indicate future performance. See "Computation of Yield" and "Calculation of Total Return" for more information on methodology of calculations. Performance information for each of the Funds contained in reports to shareholders or prospective shareholders, advertisements, and other promotional literature may be compared to the record of various unmanaged indices. Such unmanaged indices may assume the reinvestment of dividends, but generally do not reflect deductions for operating costs and expenses. In addition, a Fund's total return may be compared to the performance of broad groups of comparable mutual funds with similar investment goals, as such performance is tracked and published by such independent organizations as Lipper Analytical Services, Inc. ("Lipper"), among others. When Lipper's tracking results are used, the Fund will be compared to Lipper's appropriate fund category, that is, by fund objective and portfolio holdings. In addition, rankings, ratings, and comparisons of investment performance and/or assessments of the quality of shareholder service appear in numerous financial publications such as MONEY, FORBES, KIPLINGER'S MAGAZINE, PERSONAL INVESTOR, MORNINGSTAR, INC., and similar sources. S-35 COMPUTATION OF YIELD The yield is calculated by assuming that the income generated by the investment during that 30-day period is generated in each period over one year and is shown as a percentage of the investment. 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 earned during the period; b = expenses accrued for the period (net of reimbursement); c = the average 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. The 30-day yield for the International Fixed Income and Emerging Markets Debt Funds for the 30 day period ended September 30, 2001 were as follows:
FUND 30-DAY YIELD - ---- ------------ International Fixed Income Fund -- Class A.................. 3.11% Emerging Markets Debt Fund -- Class A....................... 10.70%
CALCULATION OF TOTAL RETURN TOTAL RETURN QUOTATION (BEFORE TAXES). The total return of a Fund refers to the average annual compounded rate of return of a hypothetical investment for designated time periods (including but not limited to, the period from which that 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 investment of $1,000; T = average annual total return; n = number of years; and ERV = ending redeemable value, as of the end of the designated time period, of a hypothetical $1,000 investment made at the beginning of the designated time period. TOTAL RETURN QUOTATION (AFTER-TAXES ON DISTRIBUTIONS). The total return (after-taxes on distributions) of a Fund refers to the average annual compounded rate of return, taking into account the tax impact of Fund dividends and distributions made to shareholders, of a hypothetical investment for designated time periods (including but not limited to, the period from which that Fund commenced operations through the specified date), assuming no liquidation of the investment at the end of each period. In particular, average annual total return (after-taxes on distributions) is determined by finding the average annual compounded rate of return over the one-, five-, and ten-year periods (or for periods of the Fund's operations) that would equate the initial amount invested to the after-tax value, according to the following formulas: P (1 + T) TO THE POWER OF (n) = ATV SUB (D), where P = a hypothetical initial investment of $1,000; T = average annual total return (after-taxes on distributions); n = number of years; and ATV SUB (D) = value at the end of the one-, five-, or ten-year periods of a hypothetical $1,000 investment made at the beginning of the time period, after taxes on Fund distributions, and assuming no liquidation of the investment at the end of the measurement periods. The calculation assumes that all distributions by the Funds are reinvested, less the taxes due on such distributions, at the price on the reinvestment dates during the period (adjustments may be made for subsequent recharacterizations of distributions). The calculation further assumes that no taxes are due on the portions of any distributions classified as exempt interest or non-taxable (i.e., return of capital). Taxes due on distributions by the Funds are calculated by applying the highest federal marginal tax rates to each component of the distributions on the reinvestment date (e.g., ordinary income, short-term capital gain, long-term capital gain, etc.). For periods after December 31, 1997, the federal marginal tax rates used for the calculations are 39.6% for ordinary income and short-term capital gains and 20% for long-term capital gains (applicable tax rates may vary over the measurement period). Potential tax liabilities other than federal tax liabilities (e.g., state and local taxes) are not factored into the calculation. TOTAL RETURN QUOTATION (AFTER-TAXES ON DISTRIBUTIONS AND REDEMPTION). The total return (after-taxes on distributions and redemption) of a Fund refers to the average annual compounded rate of return, S-36 taking into account the tax impact of Fund dividends and distributions made to shareholders, of a hypothetical investment for designated time periods (including but not limited to, the period from which that Fund commenced operations through the specified date), assuming that the entire investment is redeemed at the end of each period. In particular, average annual total return (after-taxes on distributions) is determined by finding the average annual compounded rate of return over the one-, five-, and ten-year periods (or for periods of the Fund's operations) that would equate the initial amount invested to the after-tax value, according to the following formulas: P (1 + T) TO THE POWER OF (n) = ATV SUB (DR), where P = a hypothetical initial investment of $1,000; T = average annual total return (after-taxes on distributions and redemption); n = number of years; and ATV SUB (DR) = value at the end of the one-, five-, or ten-year periods of a hypothetical $1,000 investment made at the beginning of the time period, after taxes on Fund distributions, assuming that the entire investment is redeemed at the end of each measurement period. The calculation assumes that all distributions by the Funds are reinvested, less the taxes due on such distributions, at the price on the reinvestment dates during the period (adjustments may be made for subsequent recharacterizations of distributions). The calculation further assumes that no taxes are due on the portions of any distributions classified as exempt interest or non-taxable (i.e., return of capital). Taxes due on distributions by the Funds are calculated by applying the highest federal marginal tax rates to each component of the distributions on the reinvestment date (e.g., ordinary income, short-term capital gain, long-term capital gain, etc.). Taxes due on redemptions by shareholders are calculated by subtracting the capital gains taxes resulting from the redemption and adding the tax benefit from capital losses resulting from the redemption. For periods after December 31, 1997, the federal marginal tax rates used for the calculations are 39.6% for ordinary income and short-term capital gains and 20% for long-term capital gains (applicable tax rates may vary over the measurement period). Potential tax liabilities other than federal tax liabilities (e.g., state and local taxes) are not factored into the calculation. HISTORICAL PERFORMANCE. The average annual total return (before taxes), total return (after-taxes on distributions) and total return (after-taxes on distributions and redemption) for each of the Funds was as follows for the one-year, five-year, ten-year and since inception periods ended September 30, 2001.
AVERAGE ANNUAL TOTAL RETURN -------------------------------------- ONE FIVE TEN SINCE FUND (INCEPTION DATE) YEAR YEAR YEAR INCEPTION --------------------- -------- -------- ------- --------- INTERNATIONAL EQUITY Class A (12/20/1989) BEFORE TAX.................................... (30.85)% 0.04% 3.73% 2.69% Class I (01/04/2002) BEFORE TAX.................................... * * * * AFTER-TAX ON DISTRIBUTIONS**.................... (31.28)% (1.19)% 2.35% 1.43% AFTER-TAX ON DISTRIBUTIONS AND REDEMPTION**..... (18.07)% (0.13)% 2.69% 1.80% EMERGING MARKETS EQUITY Class A (01/17/1995) BEFORE TAX.................................... (33.84)% (11.93)% * (6.99)% Class Y BEFORE TAX.................................... * * * * AFTER-TAX ON DISTRIBUTIONS**.................... (33.84)% (11.95)% * (7.02)% AFTER-TAX ON DISTRIBUTIONS AND REDEMPTION**..... (20.61)% (8.98)% * (5.33)% INTERNATIONAL FIXED INCOME Class A (09/01/1993) BEFORE TAX.................................... 3.16% 0.92% * 4.00% AFTER-TAX ON DISTRIBUTIONS...................... 3.16% (0.15)% * 2.49% AFTER-TAX ON DISTRIBUTIONS AND REDEMPTION....... 1.92% 0.23% * 2.50%
S-37
AVERAGE ANNUAL TOTAL RETURN -------------------------------------- ONE FIVE TEN SINCE FUND (INCEPTION DATE) YEAR YEAR YEAR INCEPTION --------------------- -------- -------- ------- --------- EMERGING MARKETS DEBT Class A (06/26/1997) BEFORE TAX.................................... 4.69% * * 4.99% AFTER-TAX ON DISTRIBUTIONS...................... 0.83% * * 2.09% AFTER-TAX ON DISTRIBUTIONS AND REDEMPTION....... 2.72% * * 2.44% TAX-MANAGED INTERNATIONAL EQUITY Class A BEFORE TAX.................................... * * * * AFTER-TAX ON DISTRIBUTIONS...................... * * * * AFTER-TAX ON DISTRIBUTIONS AND REDEMPTION....... * * * *
- ------------------------ * Not in operation during period. ** After-tax returns are shown for Class A only. After-tax returns for other classes will vary. 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 on which the New York Stock Exchange ("NYSE") 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 S-38 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 1933 Act, or otherwise; (4) such securities are traded on the American Stock Exchange, the NYSE 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. 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 NYSE 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 NYSE, SEI Management, 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 a Business Day 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. S-39 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. These complex tax rules also could affect whether gains and losses recognized by a Fund are treated as ordinary income or capital gains, accelerate the recognition of income to a Fund and/or defer to a Fund's ability to recognize losses. 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. S-40 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 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 at applicable withholding rates and remit to the United States Treasury the amount withheld on 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, (3) who has failed to certify to the Fund that such shareholder is not subject to backup withholding, or (4) has not certified that such shareholder is a U.S. person (including a U.S. resident alien). 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. Many states grant tax-free status to ordinary income distributions that the Fund pays to you which are derived from interest on direct obligations of the U.S. government. Some states have minimum investment requirements for this tax-free status that must be met by the Fund. Investments in Ginnie Mae or Fannie Mae securities, banker's acceptances, commercial paper, and repurchase requirements collateralized by U.S. government securities do not generally qualify for state tax-free treatment. The rules or exclusion of this income are different for corporate shareholders. 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. S-41 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 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. The Trust does not expect to use one particular broker or dealer, and when one or more brokers is believed capable of providing the best combination of price and execution, the Fund's advisers may cause the Trust to select a broker based upon brokerage or research services provided to the advisers. The advisers may pay a higher commission than otherwise obtainable from other brokers in return for such services only if a good faith determination is made that the commission is reasonable in relation to the services provided. Section 28(e) of the Securities Exchange Act of 1934 ("Section 28(e)") permits the advisers, under certain circumstances, to cause a Fund to pay a broker or dealer a commission for effecting a transaction in excess of the amount of commission another broker or dealer would have charged for effecting the transaction in recognition of the value of brokerage and research services provided by the broker or dealer. Brokerage and research services include (1) furnishing advice 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; (2) furnishing analyses and reports concerning issuers, industries, securities, economic factors S-42 and trends, portfolio strategy, and the performance of accounts; and (3) effecting securities transactions and performing functions incidental thereto (such as clearance, settlement, and custody). In the case of research services, the advisers believe that access to independent investment research is beneficial to their investment decision-making processes and, therefore, to the Fund. In addition to agency transactions, the advisers may receive brokerage and research services in connection with certain riskless transactions, in accordance with applicable SEC guidelines. To the extent research services may be a factor in selecting brokers, such services may be in written form or through direct contact with individuals and may include information as to particular companies and securities as well as market, economic, or institutional areas and information which assists in the valuation and pricing of investments. Examples of research-oriented services for which the advisers might utilize Fund commissions include research reports and other information on the economy, industries, sectors, groups of securities, individual companies, statistical information, political developments, technical market action, pricing and appraisal services, credit analysis, risk measurement analysis, performance and other analysis. The advisers may use research services furnished by brokers in servicing all client accounts and not all services may necessarily be used in connection with the account that paid commissions to the broker providing such services. Information so received by the advisers will be in addition to and not in lieu of the services required to be performed by the Funds' advisers under the Advisory and Sub-Advisory Agreements. Any advisory or other fees paid to the advisers are not reduced as a result of the receipt of research services. In some cases an adviser may receive a service from a broker that has both a "research" and a "non-research" use. When this occurs, the adviser makes a good faith allocation, under all the circumstances, between the research and non-research uses of the service. The percentage of the service that is used for research purposes may be paid for with client commissions, while the adviser will use its own funds to pay for the percentage of the service that is used for non-research purposes. In making this good faith allocation, the adviser faces a potential conflict of interest, but the adviser believes that its allocation procedures are reasonably designed to ensure that it appropriately allocates the anticipated use of such services to their research and non-research uses. From time to time, a Fund may purchase new issues of securities for clients in a fixed price offering. In these situations, the seller may be a member of the selling group that will, in addition to selling securities, provide the advisers with research services. The NASD has adopted rules expressly permitting these types of arrangements under certain circumstances. Generally, the seller will provide research "credits" in these situations at a rate that is higher than that which is available for typical secondary market transactions. These arrangements may not fall within the safe harbor of Section 28(e). 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 they reasonably believe that better prices and execution may be 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 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. S-43 For the fiscal year ended September 30, 1999, 2000 and 2001, the Funds paid the following brokerage fees:
TOTAL $ AMOUNT TOTAL $ AMOUNT OF BROKERAGE OF BROKERAGE COMMISSIONS COMMISSION PAID TO PAID AFFILIATES (000) (000) ------------------------------ ------------------------------ FUND 1999 2000 2001 1999 2000 2001 - ---- -------- -------- -------- -------- -------- -------- International Equity Fund.......... $3,124 $6,717 $9,046 $ 0 $ 0 $1,167 Emerging Markets Equity Fund....... $5,737 $7,424 $8,446 $324 $622 $1,024 International Fixed Income Fund.... $ 0 $ 0 $ 0 $ 0 $ 0 $ 0 Emerging Markets Debt Fund......... $ 0 $ 0 $ 0 $ 0 $ 0 $ 0 Tax-Managed International Equity Fund............................. * * * * * * % OF TOTAL % TOTAL BROKERAGE BROKERED COMMISSIONS TRANSACTIONS PAID TO EFFECTED THROUGH AFFILIATES AFFILIATES ------------------------------ ------------------------------ FUND 1999 2000 2001 1999 2000 2001 - ---- -------- -------- -------- -------- -------- -------- International Equity Fund.......... 0% 0% 13% 0% 0% 15% Emerging Markets Equity Fund....... 6% 8% 12% 0% 0% 12% International Fixed Income Fund.... 0% 0% 0% 0% 0% 0% Emerging Markets Debt Fund......... 0% 0% 0% 0% 0% 0% Tax-Managed International Equity Fund............................. * * * * * *
- ------------------------ * Not in operation during such period. The portfolio turnover rates for each Fund for the fiscal years ended September 30, 2000, and 2001, were as follows:
TURNOVER RATE ------------------------------- FUND SEPTEMBER 2000 SEPTEMBER 2001 - ---- -------------- -------------- International Equity Fund................................... 73% 91% Emerging Markets Equity Fund................................ 110% 126% International Fixed Income Fund............................. 190% 235% Emerging Markets Debt Fund.................................. 227% 196% Tax-Managed International Equity Fund....................... * *
- ------------------------ * Not in operation during such period. 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, 2001, 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 20,363 Emerging Markets Equity Fund......... Repurchase Agreement J.P. Morgan 2,630
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 S-44 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 reasonably 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 or are prohibited from making such investments. Copies of these Codes of Ethics are on file with SEC, and are available to the public. 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, 2002, 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. Persons who owned of record or beneficially more than 25% of a Fund's outstanding shares may be deemed to control the Fund within the meaning of the 1940 Act. The Trust believes that most of the shares referred to below were S-45 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 - ------------------------------------------------------------ ---------------- --------------- 246,623,579 86.85% SEI Private Trust Company One Freedom Valley Drive Oaks, PA 19403
INTERNATIONAL EQUITY FUND--CLASS I:
NAME AND ADDRESS NUMBER OF SHARES PERCENT OF FUND - ------------------------------------------------------------ ---------------- --------------- 71,983 100% SEI Private Trust Co. FBO Beneficial Life Ins. Co. Agent's Retirement Plan c/o PFPC Attn: RKU Dept. 9507 E. Frontage Road, Suite 200 Tampa, Florida 33607-1793
INTERNATIONAL FIXED INCOME FUND--CLASS A:
NAME AND ADDRESS NUMBER OF SHARES PERCENT OF FUND - ------------------------------------------------------------ ---------------- --------------- 83,093,420 84.40% SEI Private Trust Company One Freedom Valley Drive Oaks, PA 19403
EMERGING MARKETS EQUITY FUND--CLASS A:
NAME AND ADDRESS NUMBER OF SHARES PERCENT OF FUND - ------------------------------------------------------------ ---------------- --------------- 114,085,509 80.33% SEI Trust Company Attn: Jacqueline Esposito 530 East Swedesford Road Wayne, PA 19087
EMERGING MARKETS DEBT FUND--CLASS A:
NAME AND ADDRESS NUMBER OF SHARES PERCENT OF FUND - ------------------------------------------------------------ ---------------- --------------- 44,691,434 83.83% SEI Private Trust Company One Freedom Valley Drive Oaks, PA 19403
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, 2001 and are included herein in reliance upon the authority of said firm as experts in auditing and accounting and in giving said report. PricewaterhouseCoopers LLP is located at Two Commerce Square, Suite 1700, 2001 Market Street, Philadelphia, Pennsylvania 19103. S-46 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. S-47 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.
A-4 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. (b)(3) Amended By-Laws dated February 20, 2001 are filed herewith. (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 incorporated by reference to Exhibit (d)(36) of Post-Effective Amendment No. 32 to Registrant's Registration Statement on Form N-1A (File No. 33-22821) filed on January 26, 2001. (d)(37) Investment Sub-Advisory Agreement between Registrant and Jardine Fleming International Management, Inc., with respect to the International Equity Fund, is incorporated by reference to Exhibit (d)(37) of Post-Effective Amendment No. 32 to Registrant's Registration Statement on Form N-1A (File No. 33-22821) filed on January 26, 2001.
4 (d)(38) Investment Sub-Advisory Agreement between Registrant and Martin Currie, Inc., with respect to the International Equity Fund, is incorporated by reference to Exhibit (d)(38) of Post-Effective Amendment No. 32 to Registrant's Registration Statement on Form N-1A (File No. 33-22821) filed on January 26, 2001. (d)(39) Investment Sub-Advisory Agreement between Registrant and Morgan Stanley Investment Management Inc. with respect to the International Equity Fund is filed herewith. (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) 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) Administrative Services Plan and Agreement with respect to Class I signed October 4, 2001, is filed herewith. (i) Opinion and Consent of Counsel is filed herewith. (j) Consent of Independent Accountants is filed herewith.
5 (k) Not Applicable (l) Not Applicable (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. (o)(4) Amended and Restated Rule 18f-3 Plan relating to Class A, Class D, Class I and Class Y shares is incorporated by reference to Exhibit (o)(4) of Post-Effective Amendment No. 33 to the Registrant's Registration Statement on Form N-1A (File No. 33-22821) filed on January 30, 2001. (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. as amended 2001, is filed herewith.
6 (p)(5) The Code of Ethics for Capital Guardian Trust Company as amended 2001, is filed herewith. (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 as amended January 29, 2001, for Morgan Stanley Investment Management is incorporated by reference to Exhibit (p)(20) of Post-Effective Amendment No. 7 to SEI Institutional Investments Trust's Registration Statement on Form N-1A (File No. 33-58041) filed with the SEC on September 28, 2001. (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: 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 - ----------------------------- ----------------------------- ----------------------------- Laurence D. Fink BlackRock, Inc. Chairman & CEO Chairman & CEO BlackRock Financial Chairman & CEO Management, Inc. BlackRock Advisors, Inc. CEO BlackRock Institutional CEO Management Corporation BlackRock Capital CEO Management, Inc.
8
NAME AND POSITION WITH INVESTMENT ADVISER NAME OF OTHER COMPANY CONNECTION WITH OTHER COMPANY - ----------------------------- ----------------------------- ----------------------------- BlackRock (Japan), Inc. Chairman & CEO BlackRock Investments, Inc. Chairman & CEO BlackRock Funds President, Treasurer & Trustee Ralph L. Sclosstein BlackRock, Inc. President & Director President and Director BlackRock Financial President & Director Management, Inc. BlackRock Advisors, Inc. President & Director BlackRock Institutional President & Director Management Corporation BlackRock Capital President & Director Management, Inc. BlackRock (Japan), Inc. President & Director BlackRock Investments, Inc. President & Director Robert S. Kapito BlackRock, Inc. Vice Chairman Vice Chairman BlackRock Financial Vice Chairman & Director Management, Inc. BlackRock Advisors, Inc. Vice Chairman & Director BlackRock Institutional Vice Chairman & Director Management Corporation BlackRock Capital Vice Chairman & Director Management, Inc. BlackRock (Japan), Inc. Vice Chairman & Director BlackRock Investments, Inc. Vice Chairman & Director Robert P. Connolly BlackRock, Inc. Managing Director, General Managing Director, General Counsel & Secretary Counsel & Secretary BlackRock Financial Managing Director, General Management, Inc. Counsel & Secretary BlackRock Advisors, Inc. Managing Director, General Counsel & Secretary BlackRock Institutional Managing Director, General Management Corporation Counsel & Secretary BlackRock Capital Managing Director, General Management, Inc. Counsel & Secretary BlackRock (Japan), Inc. Managing Director, General Counsel & Secretary BlackRock Investments, Inc. Managing Director, General Counsel & Secretary
9
NAME AND POSITION WITH INVESTMENT ADVISER NAME OF OTHER COMPANY CONNECTION WITH OTHER COMPANY - ----------------------------- ----------------------------- ----------------------------- Paul L. Audet BlackRock, Inc. Chief Financial Officer & Chief Financial Officer Managing Director BlackRock Financial Chief Financial Officer & Management, Inc. Managing Director BlackRock Advisors, Inc. Managing Director, General Counsel & Secretary BlackRock Institutional Director Management Corporation BlackRock Capital Director Management, Inc. BlackRock (Japan), Inc. Chief Financial Officer & Managing Director Keith T. Anderson BlackRock, Inc. Managing Director Managing Director BlackRock Financial Managing Director Management, Inc. BlackRock Advisors, Inc. Managing Director BlackRock Institutional Managing Director Management Corporation BlackRock Capital Managing Director Management, Inc. BlackRock (Japan), Inc. Managing Director BlackRock Investments, Inc. Managing Director Gordon Anderson BlackRock, Inc. Managing Director Chief Operating Office & Managing Director Albert Morillo BlackRock, Inc. Managing Director Managing Director
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 Antin Mellon Growth Advisors LLC President CEO, Director Certus Asset Advisors Corp. Director and Chairman Boston Safe Deposit and Trust Senior Vice President Company TBCAM Holdings, LCC Director
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NAME AND POSITION WITH INVESTMENT ADVISER NAME OF OTHER COMPANY CONNECTION WITH OTHER COMPANY - ----------------------------- ----------------------------- ----------------------------- Corey Griffin COO, Boston Safe Deposit and Trust Senior Vice President Director Company TBCAM Holdings, LCC Director Stephen Canter Dreyfus Corporation President, CEO,COO, Director, Director Chairman of the Board Dreyfus Investment Chairman of the Board, Advisors, Inc. Director, President Dreyfus Trust Company Director, Chairman, President, CEO Newton Management Limited Director Franklin Portfolio Director Associates, LLC Franklin Portfolio Director Holdings, Inc. TBCAM Holdings, LCC Director Mellon Capital Management Director Corp. Mellon Equity Associates, LLP Executive Committee Mellon Bond Associates, LLP Executive Committee Founders Asset Management, Member Board of Managers LLC John Nagoniak Franklin Portfolio Holdings Chairman of the Board, Director LLC Director Mellon Equity Associates, LLP Executive Committee Mellon Bond Associates, LLP Executive Committee Certus Asset Advisors Director Corporation TBCAM Holdings LLC Director Mellon Capital Management Director Corp. Newton Investment Management Director Limited Standish Mellon Asset Member of Board of Managers Management LLC Standish Mellon Asset Member of Board of Managers Management Holdings LLC Ronald O'Hanley Mellon Financial Corporation Vice Chairman Director Mellon Institutional Asset President Management Boston Safe Deposit & Trust Director Company
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NAME AND POSITION WITH INVESTMENT ADVISER NAME OF OTHER COMPANY CONNECTION WITH OTHER COMPANY - ----------------------------- ----------------------------- ----------------------------- Mellon Growth Advisors Director Newton Asset Management Director Mellon Capital Management Director Standish Mellon Asset Director Management LLC Certus Advisors Director Prime Advisors Director Franklin Portfolio Associates Director Mellon Bond Associates Director Mellon Equity Associates Director TBCAM Holdings LLC Director Sandor Cseh The Dreyfus Corporation Portfolio Manager Senior Vice President Boston Safe Deposit & Trust Senior Vice President Company D. Kirk Henry The Dreyfus Corporation Portfolio Manager Senior Vice President Boston Safe Deposit & Trust Senior Vice President Company
CAPITAL GUARDIAN TRUST COMPANY Capital Guardian Trust Company ("CGTC") is a sub-adviser for the Registrant's International Equity Fund. The principal business address of CGTC is 333 Hope Street, 55th Floor, Los Angeles, California 90071. CGTC is a California trust company and is exempt from registration under the Advisers Act.
NAME AND POSITION WITH INVESTMENT ADVISER NAME OF OTHER COMPANY POSITION WITH OTHER COMPANY - ----------------------------- ----------------------------- ----------------------------- Andrew F. Barth Capital Research and Director Director Management Company Capital International Director, President and Research, Inc. Research Director Capital Guardian Research Director and President Company Michael D. Beckman The Capital Group Companies Director Director, Senior Vice President and Treasurer Capital Guardian Trust Director Company of Nevada Capital Guardian Treasurer (Canada), Inc. Capital Guardian Research Treasurer Company
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NAME AND POSITION WITH INVESTMENT ADVISER NAME OF OTHER COMPANY POSITION WITH OTHER COMPANY - ----------------------------- ----------------------------- ----------------------------- Capital International Asset Director and President Management, Inc. Capital International Director, President and Financial Services, Inc. Treasurer Capital International Asset Chief Financial Officer and Management (Canada), Inc. Secretary Capital Group Senior Vice President International, Inc. Michael A. Burik Capital International, Inc. Senior Vice President and Senior Vice President and Senior Counsel Senior Counsel Capital International Vice President and Secretary Financial Services, Inc. Elizabeth A. Burns -- -- Senior Vice President Larry P. Clemmensen American Funds Director Director Distributors, Inc. American Funds Service Director and Chairman Company The Capital Group Director and President Companies, Inc. Capital Management Director and President Services, Inc. Capital Research and Director and Senior Vice Management Company President Capital Strategy, Inc. Treasurer Kevin G. Clifford American Funds Director and President Director Distributors, Inc. The Capital Group Companies Director Roberta A. Conroy Capital International, Inc. Senior Vice President, Senior Director, Senior Vice Counsel and Secretary President and Senior Counsel Capital Group Secretary International, Inc. John B. Emerson Capital Guardian Trust Director and President Senior Vice President Company, a Nevada Corporation Michael R. Ericksen Capital International Limited Director and Senior Vice Director and Senior Vice President President David I. Fisher Capital International, Inc. Director and Vice Chairman Director and Chairman
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NAME AND POSITION WITH INVESTMENT ADVISER NAME OF OTHER COMPANY POSITION WITH OTHER COMPANY - ----------------------------- ----------------------------- ----------------------------- Capital International Limited Director and Vice Chairman Capital International K.K. Director and Vice Chairman Capital Group Director and Chairman International, Inc. Capital International Limited Director and President (Bermuda) The Capital Group Director Companies, Inc. Capital International Director Research, Inc. Capital Group Research, Inc. Director Capital Research and Director Management Company Clive N. Gershon -- -- Senior Vice President Richard N. Havas Capital International, Inc. Senior Vice President Senior Vice President Capital International Limited Senior Vice President Capital International Senior Vice President Research, Inc. Capital Guardian Director and Senior Vice (Canada), Inc. President Capital International Asset Director Management (Canada), Inc. Frederick M. Huges, Jr. -- -- Senior Vice President Mary M. Humphrey -- -- Senior Vice President William H. Hurt Capital Guardian Trust Director and Chairman Director and Senior Vice Company, a Nevada Corporation President Capital Strategy Director and Chairman Research, Inc. Peter C. Kelly Capital International, Inc. Director and Senior Vice Senior Vice President and President Senior Counsel Charles A. King -- -- Senior Vice President Robert G. Kirby The Capital Group Senior Partner Chairman Emeritus Companies, Inc. Nancy J. Kyle Capital Guardian Director and President Director and Senior Vice (Canada), Inc. President
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NAME AND POSITION WITH INVESTMENT ADVISER NAME OF OTHER COMPANY POSITION WITH OTHER COMPANY - ----------------------------- ----------------------------- ----------------------------- Karin L. Larson The Capital Group Director Director Companies, Inc. Capital Group Research, Inc. Director, Chairperson, and President Capital Guardian Research Director and Chairperson Company Capital International Director and Chairperson Research, Inc. Lianne K. Mair -- -- Senior Vice President Shelby Notkin Capital Guardian Trust Director Senior Vice President Company, a Nevada Corporation Michael E. Nyeholt -- -- Senior Vice President Mary M. O'Hern Capital International Limited Senior Vice President Senior Vice President Capital International, Inc. Vice President Jeffrey C. Paster -- -- Senior Vice President Robert V. Pennigton -- -- Senior Vice President Jason Pilalas Capital International Senior Vice President Director Research, Inc. Paula B. Pretlow -- -- Senior Vice President George L. Romine, Jr. -- -- Senior Vice President Robert Ronus Capital Guardian Director and Chairman Director and President (Canada), Inc. The Capital Group Director Companies, Inc. Capital Group Director International, Inc. Capital International, Inc. Senior Vice President Capital International Limited Director Capital International S.A. Director James F. Rothenberg American Funds Director Director Distributors, Inc. American Funds Service Director Company The Capital Group Companies Director
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NAME AND POSITION WITH INVESTMENT ADVISER NAME OF OTHER COMPANY POSITION WITH OTHER COMPANY - ----------------------------- ----------------------------- ----------------------------- Capital Group Research, Inc. Director Capital Management Director Services, Inc. Capital Research and Director and President Management, Inc. Theodore R. Samuels Capital Trust Company, a Director Director and Senior Vice Nevada Corporation President Lionel A. Sauvage Capital International, Inc. Senior Vice President Director and Senior Vice President John H. Seiter The Capital Group Companies Director Director and Executive Vice President Karen L. Sexton -- -- Senior Vice President Eugene P. Stein -- -- Director and Executive Vice President Andrew P. Stenovec -- -- Senior Vice President Philip A. Swan -- -- Senior Vice President Shaw B. Wagener The Capital Group Companies Director Director Capital International Director Management Company, S.A. Capital International, Inc. Director and President Capital Group Director and Senior Vice International, Inc. President Eugene M. Waldron -- -- Senior Vice President Joanne Weckbacher -- -- Senior Vice President
JF INTERNATIONAL MANAGEMENT INC. JF 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.
NAME AND POSITION WITH INVESTMENT ADVISER NAME OF OTHER COMPANY CONNECTION WITH OTHER COMPANY - ------------------------------------ ------------------------------------ ------------------------------------ Clive Stuart Brown Ayudhya JF Asset Management Limited Director Director
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NAME AND POSITION WITH INVESTMENT ADVISER NAME OF OTHER COMPANY CONNECTION WITH OTHER COMPANY - ------------------------------------ ------------------------------------ ------------------------------------ J.P. Morgan Fleming Asset Management Director (Asia) Inc. JF Asset Management (India) Private Chairman Limited JF Asset Management (Taiwan) Limited Director JF Asset Management International Director Limited JF Asset Management Limited Chief Executive JF Capital Partners Holdings Limited Director JF India Management Limited Director Roger Peter Frederick Ellis Ayudhya JF Asset Management Limited Director Director Jardine Fleming Capital Partners Ltd Director JF Asset Management Limited Director JF Private Investments Limited Director Solucky Limited Director A. Douglas Eu Ayudhya JF Asset Management Limited Director Chief Operations Officer Jardine Fleming China Region President, Class II Fund, Inc. Jardine Fleming India Fund, Inc. President, Class III JF Capital Partners Holdings Limited Director JF Philippine Fund Inc. 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
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NAME AND POSITION WITH INVESTMENT ADVISER NAME OF OTHER COMPANY CONNECTION WITH OTHER COMPANY - ------------------------------------ ------------------------------------ ------------------------------------ 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. 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 INVESTMENT MANAGEMENT INC. Morgan Stanley Investment Management Inc. ("Morgan Stanley") is a sub-adviser for the Registrant's Emerging Market Equity and International Equity Funds. The principal business address of Morgan Stanley is 1221 Avenue of the Americas, New York, NY 10020. Morgan Stanley is an investment adviser registered under the Adviser Act. 18
NAME AND POSITION WITH INVESTMENT ADVISER NAME OF OTHER COMPANY POSITION WITH OTHER COMPANY - ----------------------------- ----------------------------- ----------------------------- Barton Michael Biggs -- -- Chairman, Director and Managing Director Richard B. Worley -- -- President, Director and Managing Director Mitchell M. Merin Morgan Stanley Investment President, Chief Officer and Executive Director, President Advisors Inc. Director and COO Morgan Stanley Dean Witter & President and COO Co. Morgan Stanley Distributors Chairman, CEO and Director Inc. Morgan Stanley Trust Chairman, CEO and Director Morgan Stanley Services Chairman, CEO and Director Company Inc. Morgan Stanley Funds President Morgan Stanley DW Inc. Executive Vice President and Director Various MSDW Subsidiaries Director Various Van Kampen investment Trustee companies Joseph J. McAlinden Morgan Stanley Investment CIO Managing Director and CIO Advisors Inc. Morgan Stanley Dean Witter & CIO Co. Morgan Stanley Funds Vice President Morgan Stanley Trust Director Rajesh Kuman Gupta Morgan Stanley Investment Senior Vice President, Chief Administrative Officer Advisors Inc. Director of the Taxable Fixed Investments Income Group and Chief Administrative Officer -- Investments Various Morgan Stanley Funds Vice President Arthur Lev -- -- General Counsel, Managing Director and Secretary Donald Patrick Ryan -- -- CCO and Executive Director Alexander C. Frank -- -- Treasurer
19 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 Peter Mentz Jebsen OIA European Management Company, LLC Portfolio Manager John G. Power. III Senior Vice President
20 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 388 Greenwich Street, 8th Floor, New York, New York 10013. 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 Michael F. Rosenbaum Salomon Smith Barney Inc. Managing Director Chief Legal Officer, General Counsel Salomon Brothers Asset Management Chief Legal Officer Limited
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NAME AND POSITION WITH INVESTMENT ADVISER NAME OF OTHER COMPANY CONNECTION WITH OTHER COMPANY - ------------------------------------ ------------------------------------ ------------------------------------ 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 Donal Fergal Cassidy -- -- Comptroller, Vice President
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NAME AND POSITION WITH INVESTMENT ADVISER NAME OF OTHER COMPANY CONNECTION WITH OTHER COMPANY - ------------------------------------ ------------------------------------ ------------------------------------ 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
21 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 Director, Chairman, CEO Chairman, CEO, Director SEI Investments Distribution Co. Director, Chairman of the Board of Directors SEI Insurance Group, Inc. Director SEI Ventures, Inc. Director, Chairman, President SEI Funds, Inc. CEO, 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 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 SEI Venture Capital, Inc. Director, Chairman, CEO Carmen V. Romeo SEI Investments Company Director, Executive Vice President, Executive Vice President, Director President-Investment Advisory Group SEI Investments Distribution Co. Director SEI Trust Company Director SEI Investments, Inc. Director, President
22
NAME AND POSITION WITH INVESTMENT ADVISER NAME OF OTHER COMPANY CONNECTION WITH OTHER COMPANY - ------------------------------------ ------------------------------------ ------------------------------------ SEI Ventures, Inc. Director, Executive Vice President SEI Investments Developments, Inc. Director, President SEI Funds, Inc. Director, Executive Vice President SEI Insurance Group, Inc. Director SEI Global Investments Corp. Executive Vice President SEI Global Capital Executive Vice President, Director Investments, Inc. SEI Primus Holding Corp. Director, President CR Financial Services Company Director SEI Investments Mutual Fund Services Executive Vice President SEI Investments Fund Management Executive Vice President SEI Venture Capital, Inc. Director SEI Private Trust Company Director 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 SEI Investments Mutual Fund Services Executive Vice President SEI Private Trust Company Director 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 Funds, Inc. Executive Vice President SEI Capital Limited (Canada) Director
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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 SEI Asset Korea Director SEI Investments Canada Company Director CCF-SEI Investments 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 Ed Daly -- -- Senior Vice President, Managing Director Carl A. Guarino SEI Investments Company Executive Vice President Senior Vice President SEI Investments Distribution Company Senior Vice President SEI Global Investments Corp. Senior Vice President SEI Global Investments (Cayman) Director Limited SEI Global Holdings (Cayman) Inc. Director SEI Asset Korea Director SEI Investments Argentina S.A. Director Quadrum S.A. Director SEI Investments De Mexico Director SEI Investments (Europe) Ltd. Director SEI Investments (South Africa) Director, Chairman Limited CCF-SEI Investments Director
24
NAME AND POSITION WITH INVESTMENT ADVISER NAME OF OTHER COMPANY CONNECTION WITH OTHER COMPANY - ------------------------------------ ------------------------------------ ------------------------------------ SEI Venture Capital, Inc. Executive Vice President SEI Investments-Unit Trust Director Management (UK) Limited 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 Senior Vice President SEI Investments Distribution Co. Senior Vice President SEI Insurance Group, Inc. Director SEI Trust Company Director SEI Investments, Limited (Cayman) Director CR Financial Services Company President SEI Investments Fund Management Senior Vice President, General Counsel, Secretary SEI Global Holdings (Cayman) Inc. Director SEI Venture Capital, Inc. Vice President, Assistant Secretary SEI Private Trust Company Director Kenneth Zimmer -- -- Senior Vice President, Managing Director Timothy D. Barto SEI Investments Company Vice President, Assistant Secretary Vice President, Assistant Secretary
25
NAME AND POSITION WITH INVESTMENT ADVISER NAME OF OTHER COMPANY CONNECTION WITH OTHER COMPANY - ------------------------------------ ------------------------------------ ------------------------------------ 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 Insurance Group, 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 Inc. (Canada) Senior Vice President, General Senior Vice President, General Counsel, Secretary Counsel & Secretary SEI Investments Company Senior Vice President, General Counsel, Assistant Secretary SEI Investments Distribution Co. Senior Vice President, General Counsel, Assistant Secretary SEI Trust Company Senior Vice President, General Counsel, Assistant Secretary SEI Investments, Inc. Senior Vice President, General Counsel, Secretary SEI Ventures, Inc. Senior Vice President, General Counsel, Secretary
26
NAME AND POSITION WITH INVESTMENT ADVISER NAME OF OTHER COMPANY CONNECTION WITH OTHER COMPANY - ------------------------------------ ------------------------------------ ------------------------------------ SEI Developments, Inc. Senior Vice President, General Counsel, Secretary SEI Funds, Inc. Senior Vice President, General Counsel, Secretary SEI Insurance Group, Inc. Senior Vice President, General Counsel, Secretary SEI Global Investments Corp. Senior Vice President, General Counsel, Assistant Secretary SEI Advanced Capital Director, Senior Vice President, Management, Inc. General Counsel, Secretary SEI Investments Global (Cayman), Director, General Counsel, Secretary Limited SEI Global Capital Senior Vice President, General Investments, Inc. Counsel, Secretary SEI Investments Global, Limited Director SEI Primus Holding Corp. Senior Vice President, General Counsel, Secretary SEI Investments Mutual Fund Services Senior Vice President, General Counsel, Secretary SEI Investments Fund Management Senior Vice President, General Counsel, Secretary SEI Global Holdings (Cayman) Inc. Director, General Counsel, Secretary SEI Investments (Europe) Ltd. Director SEI Investments Canada Company Senior Vice President, General Counsel SEI Investments (South Africa) Director Limited SEI Venture Capital, Inc. Senior Vice President, General Counsel, Secretary SEI Investments Unit Trust Director Management (UK) Limited 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 Company Vice President, Managing Director
27
NAME AND POSITION WITH INVESTMENT ADVISER NAME OF OTHER COMPANY CONNECTION WITH OTHER COMPANY - ------------------------------------ ------------------------------------ ------------------------------------ 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 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 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
28
NAME AND POSITION WITH INVESTMENT ADVISER NAME OF OTHER COMPANY CONNECTION WITH OTHER COMPANY - ------------------------------------ ------------------------------------ ------------------------------------ Lydia A. Gavalis 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 Insurance Group, 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 Venture Capital, Inc. 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
29
NAME AND POSITION WITH INVESTMENT ADVISER NAME OF OTHER COMPANY CONNECTION WITH OTHER COMPANY - ------------------------------------ ------------------------------------ ------------------------------------ SEI Global Investments Corp. Vice President SEI Advanced Capital Vice President Management, Inc. SEI Realty Capital Corporation Vice President, Assistant Secretary SEI Global Capital Vice President Investments, Inc. SEI Primus Holding Corp. Vice President 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 Ventures, Inc Vice President, Treasurer SEI Insurance Group, Inc. Vice President, Treasurer SEI Realty Capital Corporation 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 SEI Investments Mutual Fund Services Vice President, Treasurer SEI Investments Fund Management Vice President, Treasurer SEI Global Holdings (Cayman) Inc. Vice President, Treasurer SEI Venture Capital, Inc. Director, Vice President, Treasurer
30
NAME AND POSITION WITH INVESTMENT ADVISER NAME OF OTHER COMPANY CONNECTION WITH OTHER COMPANY - ------------------------------------ ------------------------------------ ------------------------------------ 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 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 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 Insurance Group, Inc. Vice President, Assistant Secretary SEI Funds, Inc. Vice President, Assistant Secretary SEI Global Investments Corp. Vice President, Assistant Secretary
31
NAME AND POSITION WITH INVESTMENT ADVISER NAME OF OTHER COMPANY CONNECTION WITH OTHER COMPANY - ------------------------------------ ------------------------------------ ------------------------------------ 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 SEI Private Trust Company General Counsel 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 Roger Messina -- -- Vice President Robert Prucnal -- -- Vice President Daniel Spaventa SEI Investments Distribution Company Vice President Vice President Kathryn L. Stanton SEI Investments Distribution Co. Vice President Vice President CR Financial Services Company Secretary, Treasurer 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 SEI Investments Company Vice President, Assistant Secretary
32
NAME AND POSITION WITH INVESTMENT ADVISER NAME OF OTHER COMPANY CONNECTION WITH OTHER COMPANY - ------------------------------------ ------------------------------------ ------------------------------------ SEI Investments, Inc. Vice President, Assistant Secretary SEI Insurance Group, 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 SEI Private Trust Company 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 John D. Anderson SEI Investments Distribution Co. Vice President, Managing Director Vice President, Managing Director Scott W. Dellorfano SEI Investments Distribution Co. Vice President, Managing Director Vice President, Managing Director Scott C. Fanatico SEI Investments Distribution Co. Vice President, Managing Director Vice President, Managing Director Steven A. Gardner SEI Investments Distribution Co. Vice President, Managing Director Vice President, Managing Director
33
NAME AND POSITION WITH INVESTMENT ADVISER NAME OF OTHER COMPANY CONNECTION WITH OTHER COMPANY - ------------------------------------ ------------------------------------ ------------------------------------ John Kirk SEI Investments Distribution Co. Vice President, Managing Director Vice President, Managing Director Alan H. Lauder SEI Investments Distribution Co. Vice President Vice President SEI Global Investment Corp. Vice President SEI Investments (South Africa) Director Limited Paul Lonergan SEI Investments Distribution Co. Vice President, Managing Director Vice President, Managing Director Ellen Marquis SEI Investments Distribution Co. Vice President Vice President Bridget Jensen SEI Investments Distribution Co. Vice President Vice President SEI Investments Mutual Fund Services Vice President Sherry Kajdan Vetterlein SEI Investments Company Vice President, Assistant Secretary Vice President, Assistant Secretary SEI Investments Distribution Co. 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, Assisant 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
34
NAME AND POSITION WITH INVESTMENT ADVISER NAME OF OTHER COMPANY CONNECTION WITH OTHER COMPANY - ------------------------------------ ------------------------------------ ------------------------------------ SEI Investments Fund Management Vice President, Assistant Secretary SEI Venture Capital Inc. Vice President, Assistant Secretary SEI Investments Global (Cayman), Vice President, Assistant Secretary Limited William E. Zitelli, Jr. SEI Investments Company Vice President, Assistant Secretary Vice President, Assistant Secretary SEI Investments Distribution Co. 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, Assisant 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
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 560 Lexington Avenue, New York, New York 10022. 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 - ------------------------------------ ------------------------------------ ------------------------------------ Akio Mizuta Yamaichi DAE Fund Director President/CEO
35
NAME AND POSITION WITH INVESTMENT ADVISER NAME OF OTHER COMPANY CONNECTION WITH OTHER COMPANY - ------------------------------------ ------------------------------------ ------------------------------------ Tokuo Ukon SG Yamaichi Asset Management Co. Director/President/CEO Director Ltd. SGY Asset Management (Singapore) Director Ltd.
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 80 Robinson Road #13-03, 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 - ------------------------------------ ------------------------------------ ------------------------------------ Albert Reculeau -- Societe Generale Asset Management Director C.E.O./ Managing Director (Asia) Pte Ltd Marco Wong -- SG Asset Management Investments -- Director Managing Director Guaranteed Tri-Sector Fund SGAM Guaranteed Global Yield Fund Director Mahendran Nathan -- SG Asset Management Investments -- Director Managing Director Guaranteed Tri-Sector Fund SGAM Guaranteed Global Yield Fund Director Christian D'Allest -- Societe Generale Asset Management Director Director (Asia) Pte Ltd SGAM Greece President SOCGEN International SICAV President SOCGECAPITAL President EXTENTIEL (SICAV) Director SG Asset Management, Ireland Director SG Yamaichi Asset Management, Ltd. Director SGAM Argentina Director SGAM Greece Director SGAM North Pacific, Ltd. Director SOGELUX Fund (SICAV) Director SOGELUX Fund Mauritius, Ltd. Director SOGENA Europe (SICAV) Director SG Finance Dev Conseil Polska Director VERITAS SGAM Director
36
NAME AND POSITION WITH INVESTMENT ADVISER NAME OF OTHER COMPANY CONNECTION WITH OTHER COMPANY - ------------------------------------ ------------------------------------ ------------------------------------ Laurent Bertiau -- SG Yamaichi Asset Management Co. Ltd Director Director Taiwan International Investment Director Management Tokuo Ukon -- SG Yamaichi Asset Management Co. Ltd Director/ President/ C.E.O. Director SG Pacific Asset Management, Inc. Director Winson Fong -- SG Asset Management Investments -- Director Director Guaranteed Tri-Sector Fund SGAM Guaranteed Global Yield Fund 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 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 STI Classic Funds May 29, 1992 The Arbor Fund January 28, 1993
37 Bishop Street Funds January 27, 1995 STI Classic Variable Trust August 18, 1995 SEI Asset Allocation Trust April 1, 1996 SEI Institutional Investments Trust June 14, 1996 HighMark Funds February 15, 1997 Armada Funds March 8, 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 Friends Ivory Funds December 16, 1999 iShares Inc. January 28, 2000 SEI Insurance Products Trust March 29, 2000 iShares Trust April 25, 2000 Pitcairn Funds August 1, 2000 First Focus Funds October 1, 2000 JohnsonFamily Funds, Inc. November 1, 2000 The MDL Funds January 24, 2001 Causeway Capital Management Trust September 20, 2001
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
38
POSITION AND OFFICE POSITIONS AND OFFICES NAME WITH UNDERWRITER WITH REGISTRANT - ------------------------- ------------------------------------------- --------------------- 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 -- Kathy Heilig Vice President -- Bridget Jensen Vice President & Assistant Secretary -- 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 -- 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 --
39 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 (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 BlackRock International, Ltd. 40 Torpichen Street Edinburgh, EH3 8JB Scotland, U.K. The Boston Company Asset Management One Boston Place, 14th Floor Boston, MA 02108-4402 Capital Guardian Trust Company 333 Hope Street, 55th Floor Los Angeles, CA 90071 New York, NY 10111 JF 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 Oechsle International Advisors LLC One International Place, 23rd Floor Boston, Massachusetts 02110 40 Salomon Brothers Asset Management Inc. 388 Greenwich Street, 8th Floor New York, New York 10013 Schroder Investment Management North America Inc. 787 Seventh Avenue, 34th Floor New York, NY 10019-6091 SG Pacific Asset Management, Inc., SGY Asset Management (Singapore) Limited, SG Yamaichi Asset Management Co., Ltd. 560 Lexington Avenue New York, New York 10022 Strategic Fixed Income, L.L.C. 1001 Nineteenth Street North, Suite 1720 Arlington, VA 22209 Item 29. MANAGEMENT SERVICES: None. Item 30. UNDERTAKINGS: None 41 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. 34 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 28th day of January, 2002. 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 28, 2002 Rosemarie B. Greco * - ------------------------------ Trustee January 28, 2002 William M. Doran * - ------------------------------ Trustee January 28, 2002 F. Wendell Gooch * - ------------------------------ Trustee January 28, 2002 George J. Sullivan, Jr. * - ------------------------------ Trustee January 28, 2002 James M. Storey * - ------------------------------ Trustee January 28, 2002 Robert A. Nesher /s/ EDWARD D. LOUGHLIN - ------------------------------ President & Chief January 28, 2002 Edward D. Loughlin Executive Officer /s/ JAMES R. FOGGO - ------------------------------ Controller & Chief January 28, 2002 James R. Foggo Financial Officer *By /s/ EDWARD D. LOUGHLIN ------------------------- Edward D. Loughlin ATTORNEY-IN-FACT 42 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(b)(3) Amended By-Laws dated February 20, 2001 are filed herewith. 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 incorporated by reference to Exhibit (d)(36) of Post-Effective Amendment No. 32 to Registrant's Registration Statement on Form N-1A (File No. 33-22821) filed on January 26, 2001. 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 incorporated by reference to Exhibit (d)(37) of Post-Effective Amendment No. 32 to Registrant's Registration Statement on Form N-1A (File No. 33-22821) filed on January 26, 2001. EX-99.B(d)(38) Investment Sub-Advisory Agreement between Registrant and Martin Currie, Inc., with respect to the International Equity Fund, is incorporated by reference to Exhibit (d)(38) of Post-Effective Amendment No. 32 to Registrant's Registration Statement on Form N-1A (File No. 33-22821) filed on January 26, 2001. EX-99.B(d)(39) Investment Sub-Advisory Agreement between Registrant and Morgan Stanley Investment Mangement Inc. with respect to the International Equity Fund is filed herewith.
EXHIBITS: ------------------- 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. 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) Administrative Services Plan and Agreement with respect to Class I shares is filed herewith. 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
EXHIBITS: ------------------- 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. 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-99.B(o)(4) Amended and Restated Rule 18f-3 Plan relating to Class A, Class D, Class I and Class Y shares is incorporated by reference to Exhibit (o)(4) of Post-Effective Amendment No. 33 to the Registrant's Registration Statement on Form N-1A (File No. 33-22821) filed on January 30, 2001. 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.
EXHIBITS: ------------------- 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. as amended 2001, is filed herewith. EX-99B(p)(5) The Code of Ethics for Capital Guardian Trust Co. as amended 2001, is filed herewith. 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. 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 Investment Management as amended January 29, 2001, is incorporated by reference to Exhibit (p)(20) of Post-Effective Amendment No. 7 to SEI Institutional Investments Trust's Registration Statement on Form N-1A (File No. 33-58041) filed with the SEC on September 28, 2001. 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.
EXHIBITS: ------------------- 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). 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.
EX-99.B(B)(3) 3 a2068343zex-99_bb3.txt EXHIBIT 99.B(B)(3) BY-LAWS OF SEI INSTITUTIONAL INTERNATIONAL TRUST SECTION 1. AGREEMENT AND DECLARATION OF TRUST AND PRINCIPAL OFFICE 1.1 AGREEMENT AND DECLARATION OF TRUST. These By-Laws shall be subject to the Agreement and Declaration of Trust, as from time to time in effect (the "Declaration of Trust"), of SEI INSTITUTIONAL INTERNATIONAL TRUST, the Massachusetts business trust established by the Declaration of Trust (the "Trust"). 1.2 PRINCIPAL OFFICE OF THE TRUST. The principal office of the Trust shall be located in Boston, Massachusetts. SECTION 2. SHAREHOLDERS 2.1 MEETINGS. A meeting of the shareholders of the Trust or by any one or more series of shares may be called at any time by the Trustees, by the president or, if the Trustees and the president shall fail to call any meeting of shareholders for a period of 30 days after written application of one or more shareholders who at least 10% of all outstanding shares of the Trust, if shareholders of all series are required under Declaration of Trust to vote the aggregate and not by individual series at such meeting, or of any series, if shareholders of such series are entitled under the Declaration of Trust to vote by individual series at such meeting, then such shareholders may call such meeting. If the meeting is a meeting of the shareholders of one or more series of shares, but not a meeting of all shareholders of the Trust, then only the shareholders of such one or more series shall be entitled to notice of and to vote at the meeting. Each call of a meeting shall state the place, date, hour and purpose of the meeting. 2.2 SPECIAL MEETINGS. A special meeting of the shareholders may be called at any time by the Trustees, by the president or, if the Trustees and the president shall fail to call any meeting of shareholders for a period of 30 days after written application of one or more shareholders who hold at least 25% of all shares issued and outstanding and entitled to vote at the meeting, then such shareholders may call such meeting. Each call of a meeting shall state the place, date, hour and purposes of the meeting. 2.3 PLACE OF MEETINGS. All meetings of the shareholders shall be held at the principal office of the Trust, or, to the extent permitted by the Declaration of Trust, at such other place within the United States as shall be designated by the Trustees or the president of the Trust. 2.4 NOTICE OF MEETINGS. A written notice of each meeting of shareholders, stating the place, date and hour and the purposes of the meeting, shall be given at least seven days before the meeting to each shareholder entitled to vote thereat by leaving such notice with him or at his residence or usual place of business or by mailing it, postage prepaid, and addressed to such shareholder at his address as it appears in the records of the Trust. Such notice shall be given by the secretary or an assistant secretary or by an officer designated by the Trustees. No notice of any meeting of shareholders need be given to a shareholder if a written waiver of notice, executed before or after the meeting by such shareholder or his attorney thereunto duly authorized, is filed with the records of the meeting. 2.5 BALLOTS. No ballot shall be required for any election unless requested by a shareholder present or represented at the meeting and entitled to vote in the election. 2.6 PROXIES. Shareholders entitled to vote may vote either in person or by proxy dated not more than six months before the meeting named therein, which proxies shall be filed with the secretary or other person responsible to record the proceedings of the meeting before being voted. Proxies may be authorized by written, telephonic or electronic means. Unless otherwise specifically limited by their terms, such proxies shall entitle the holders thereof to vote at any adjournment of such meeting but shall not be valid after the final adjournment of such meeting. SECTION 3. TRUSTEES 3.1 COMMITTEES AND ADVISORY BOARD. The Trustees may appoint from their number an executive committee and other committees. Except as the Trustees may otherwise determine, any such committee may make rules for conduct of its business. The Trustees may appoint an advisory board to consist of not less than two nor more than five members. The members of the advisory board shall be compensated in such manner as the Trustees may determine and shall confer with and advise the Trustees regarding the investments and other affairs of the Trust. Each member of the advisory board shall hold office until the first meeting of the Trustees following the next annual meeting of the shareholders and until his successor is elected and qualified, or until he sooner dies, resigns, is removed, or becomes disqualified, or until the advisory board is sooner abolished by the Trustees. 3.2 REGULAR MEETINGS. Regular meetings of the Trustees may be held without call or notice at such places and at such times as the Trustees may from time to time determine, provided that notice of the first regular meeting following any such determination shall be given to absent Trustees. A regular meeting of the Trustees may be held without call or notice immediately after and at the same place as the annual meeting of the shareholders. 3.3 SPECIAL MEETINGS. Special meetings of the Trustees may be held at any time and at any place designated in the call of the meetings, when called by the Chairman of the Board, the president or the treasurer or by two or more Trustees, sufficient notice thereof being given to each Trustee by the secretary or an assistant secretary or by the officer or one of the Trustees calling the meeting. 2 3.4 NOTICE. It shall be sufficient notice to a Trustee to send notice by mail at least forty-eight hours or by telegram at least twenty-four hours before the meeting addressed to the Trustee at his or her usual or last known business or residence address or to give notice to him or her in person or by telephone at least twenty-four hours before the meeting. Notice of a meeting need not be given to any Trustee if a written waiver of notice, executed by him or her before or after the meeting, is filed with the records of the meeting, or to any Trustee who attends the meeting without protesting prior thereto or at its commencement the lack of notice to him or her. Neither notice of a meeting nor a waiver of a notice need specify the purposes of the meeting. 3.5 QUORUM. At any meeting of the Trustees one-third of the Trustees then in office shall constitute a quorum; provided, however, a quorum shall not be less than two. Any meeting may be adjourned from time to time by a majority of the votes cast upon the question, whether or not a quorum is present, and the meeting may be held as adjourned without further notice. SECTION 4. OFFICERS AND AGENTS 4.1 ENUMERATION; QUALIFICATION. The officers of the Trust shall be a president, a treasurer, a secretary and such other officers, if any, as the Trustees from time to time may in their discretion elect or appoint. The Trust may also have such Agents, if any, as the Trustees from time to time may in their discretion appoint. Any officer may be but none need be a Trustee or shareholder. Any two or more offices may be held by the same person. 4.2 POWERS. Subject to the other provisions of these By-Laws, each officer shall have, in addition to the duties and powers herein and in the Declaration of Trust set forth, such duties and powers as are commonly incident to his or her office as if the Trust were organized as a Massachusetts business corporation and such other duties and powers as the Trustees may from time to time designate. 4.3 ELECTION. The president, the treasurer and the secretary shall be elected annually by the Trustees at their first meeting following the annual meeting of the shareholders. Other officers, if any, may be elected or appointed by the Trustees at said meeting or at any other time. 4.4 TENURE. The president, the treasurer and the secretary shall hold office until the first meeting of Trustees following the next annual meeting of the shareholders and until their respective successors are chosen and qualified, or in each case until he or she sooner dies, resigns, is removed or becomes disqualified. Each agent shall retain his or her authority at the pleasure of the Trustees. 4.5 PRESIDENT AND VICE PRESIDENTS. The president shall be the chief executive officer of the Trust. The president shall, subject to the control of the Trustees, have general charge and supervision of the business of the Trust. Any vice president shall have such duties and powers as shall be designated from time to time by the Trustees. 3 4.6 CHAIRMAN OF THE BOARD. If a Chairman of the Board of Trustees is elected, he shall have the duties and powers specified in these By-Laws and, except as the Trustees shall otherwise determine, preside at all meetings of the shareholders and of the Trustees at which he or she is present and have such other duties and powers as may be determined by the Trustees. 4.7 TREASURER AND CONTROLLER. The treasurer shall be the chief financial officer of the Trust and subject to any arrangement made by the Trustees with a bank or trust company or other organization as custodian or transfer or shareholder services agent, shall be in charge of its valuable papers and shall have such other duties and powers as may be designated from time to time by the Trustees or by the president. If at any time there shall be no controller, the treasurer shall also be the chief accounting officer of the Trust and shall have the duties and powers prescribed herein for the controller. Any assistant treasurer shall have such duties and powers as shall be designated from time to time by the Trustees. The controller, if any be elected, shall be the chief accounting officer of the Trust and shall be in charge of its books of account and accounting records. The controller shall be responsible for preparation of financial statements of the Trust and shall have such other duties and powers as may be designated from time to time by the Trustees or the president. 4.8 SECRETARY AND ASSISTANT SECRETARIES. The secretary shall record all proceedings of the shareholders and the Trustees in books to be kept therefor, which books shall be kept at the principal office of the Trust. In the absence of the secretary from any meeting of shareholders or Trustees, an assistant secretary, or if there be none or he or she is absent, a temporary clerk chosen at the meeting shall record the proceedings thereof in the aforesaid books. SECTION 5. RESIGNATION AND REMOVALS Any Trustee, officer or advisory board member may resign at any time by delivering his or her resignation in writing to the Chairman of the Board, the president, the treasurer or the secretary or to a meeting of the Trustees. The Trustees may remove any officer elected by them with or without cause by a vote of a majority of the Trustees then in office. Except to the extent expressly provided in a written agreement with the Trust, no Trustee, officer, or advisory board member resigning, and no officer or advisory board member removed shall have any right to any compensation for any period following his or her resignation or removal, or any right to damages on account of such removal. SECTION 6. VACANCIES A vacancy in any office may be filled at any time. Each successor shall hold office for the unexpired term, and in the case of the president, the treasurer and the secretary, until his or her successor is 4 chosen and qualified, or in each case until he or she sooner dies, resigns, is removed or becomes disqualified. SECTION 7. SHARES 7.1 SHARE CERTIFICATES. No certificates certifying the ownership of shares shall be issued except as the Trustees may otherwise authorize. In the event that the Trustees authorize the issuance of share certificates, subject to the provisions of Section 7.3, each shareholder shall be entitled to a certificate stating the number of shares owned by him or her, in such form as shall be prescribed from time to time by the Trustees. Such certificate shall be signed by the president or a vice president and by the treasurer or an assistant treasurer. Such signatures may be facsimiles if the certificate is signed by a transfer or shareholder services agent or by a registrar, other than a Trustee, officer or employee of the Trust. In case any officer who has signed or whose facsimile signature has been placed on such certificate shall have ceased to be such officer before such certificate is issued, it may be issued by the Trust with the same effect as if he or she were such officer at the time of its issue. In lieu of issuing certificates for shares, the Trustees or the transfer or shareholder services agent may either issue receipts therefor or may keep accounts upon the books of the Trust for the record holders of such shares, who shall in either case be deemed, for all purposes hereunder, to be the holders of certificates for such shares as if they had accepted such certificates and shall be held to have expressly assented and agreed to the terms hereof. 7.2 LOSS OF CERTIFICATES. In the case of the alleged loss or destruction or the mutilation of a share certificate, a duplicate certificate may be issued in place thereof, upon such terms as the Trustees may prescribe. 7.3 DISCONTINUANCE OF ISSUANCE OF CERTIFICATES. The Trustees may at any time discontinue the issuance of share certificates and may, by written notice to each shareholder, require the surrender of share certificates to the Trust for cancellation. Such surrender and cancellation shall not affect the ownership of shares in the Trust. SECTION 8. RECORD DATE The Trustees may fix in advance a time, which shall not be more than 60 days before the date of any meeting of shareholders or the date for the payment of any dividend or making of any other distribution to shareholders, as the record date for determining the shareholders having the right to notice and to vote at such meeting and any adjournment thereof or the right to receive such dividend or distribution, and in such case only shareholders of record on such record date shall have such right, notwithstanding any transfer of shares on the books of the Trust after the record date. 5 SECTION 9. SEAL The seal of the Trust shall, subject to alteration by the Trustees, consist of a flat-faced circular die with the word "Massachusetts", together with the name of the Trust and the year of its organization, cut or engraved thereon; but, unless otherwise required by the Trustees, the seal shall not be necessary to be placed on, and its absence shall not impair the validity of, any document, instrument or other paper executed and delivered by or on behalf of the Trust. SECTION 10. EXECUTION OF PAPERS Except as the Trustees may generally or in particular cases authorize the execution thereof in some other manner, all deeds, leases, transfers, contracts, bonds, notes, checks, drafts and other obligations made, accepted or endorsed by the Trust shall be signed, and any transfers of securities standing in the name of the Trust shall be executed, by the president or by one of the vice presidents or by the treasurer or by whomsoever else shall be designated for that purpose by the vote of the Trustees and need not bear the seal of the Trust. SECTION 11. FISCAL YEAR The fiscal year of the Trust shall end on such date in each year as the Trustees shall from time to time determine. SECTION 12. PROVISIONS RELATING TO THE CONDUCT OF THE TRUST'S BUSINESS 12.1 DEALINGS WITH AFFILIATES. No officer, Trustee or agent of the Trust and no officer, director or agent of any investment advisor shall deal for or on behalf of the Trust with himself as principal or agent, or with any partnership, association or corporation in which he has a material financial interest; provided that the foregoing provisions shall not prevent (a) officers and Trustees of the Trust from buying, holding or selling shares in the Trust, or from being partners, officers or directors of or financially interested in any investment advisor to the Trust or in any corporation, firm or association which may at any time have a distributor's or principal underwriter's contract with the Trust; (b) purchases or sales of securities or other property if such transaction is permitted by or is exempt or exempted from the provisions of the Investment Company Act of 1940 or any Rule or Regulation thereunder and if such transaction does not involve any commission or profit to any security dealer who is, or one or more of whose partners, shareholders, officers or directors is, an officer or Trustees of the Trust or an officer or director of the investment advisor, manager or principal underwriter of the Trust; (c) employment of legal counsel, registrar, transfer agent, 6 shareholder services, dividend disbursing agent or custodian who is, or has a partner, stockholder, officer or director who is, an officer or Trustee of the Trust; (d) sharing statistical, research and management expenses, including office hire and services, with any other company in which an officer or Trustee of the Trust is an officer or director or financially interested. 12.2 DEALING IN SECURITIES OF THE TRUST. The Trust, the investment advisor, any corporation, firm or association which may at any time have an exclusive distributor's or principal underwriter's contract with the Trust (the "distributor") and the officers and Trustees of the Trust and officers and directors of every investment advisor and distributor, shall not take long or short positions in the securities of the Trust, except that: (a) the distributor may place orders with the Trust for its shares equivalent to orders received by the distributor; (b) shares of the Trust may be purchased at not less than net asset value for investment by the investment advisor and by officers and directors of the distributor, investment advisor, or the Trust and by any trust, pension, profit-sharing or other benefit plan for such persons, no such purchase to be in contravention of any applicable state or federal requirement. 12.3 LIMITATION ON CERTAIN LOANS. The Trust shall not make loans to any officer, Trustee or employee of the Trust or any investment advisor or distributor or their respective officers, directors or partners or employees. 12.4 CUSTODIAN. All securities and cash owned by the Trust shall be maintained in the custody of one or more banks or trust companies having (according to its last published report) not less than two million dollars ($2,000,000) aggregate capital, surplus and undivided profits (any such bank or trust company is hereinafter referred to as the "custodian"); provided, however, the custodian may deliver securities as collateral on borrowings effected by the Trust, provided, that such delivery shall be conditioned upon receipt of the borrowed funds by the custodian except where additional collateral is being pledged on an outstanding loan and the custodian may deliver securities lent by the Trust against receipt of initial collateral specified by the Trust. Subject to such rules, regulations and orders, if any, as the Securities and Exchange Commission may adopt, the Trust may, or may permit any custodian to, deposit all or any part of the securities owned by the Trust in a system for the central handling of securities operated by the Federal Reserve Banks, or established by a national securities exchange or national securities association registered with said Commission under the Securities Exchange Act of 1934, or such other person as may be permitted by said Commission, pursuant to which system all securities of any particular class or series of any issue deposited with the system are treated as fungible and may be transferred or pledged by bookkeeping entry, without physical delivery of such securities. 7 The Trust shall upon the resignation or inability to serve of its custodian or upon change of the custodian: (a) in the case of such resignation or inability to serve use its best efforts to obtain a successor custodian; (b) require that the case and securities owned by this corporation be delivered directly to the successor custodian; and (c) in the event that no successor custodian can be found, submit to the shareholders, before permitting delivery of the case and securities owned by this Trust otherwise than to a successor custodian, the question whether or not this Trust shall be liquidated or shall function without a custodian. 12.5 REPORTS TO SHAREHOLDERS; DISTRIBUTIONS FROM REALIZED GAINS. The Trust shall send to each shareholder of record at least annually a statement of the condition of the Trust and of the results of its operation, containing all information required by applicable laws or regulations. SECTION 13. AMENDMENTS These By-Laws may be amended or repealed, in whole or in part, by a majority of the Trustees then in office at any meeting of the Trustees, or by one or more writings signed by such majority. Dated: February 20, 2001 EX-99.B(D)(39) 4 a2068343zex-99_bd39.txt EXHIBIT 99.B(D)(39) INVESTMENT SUB-ADVISORY AGREEMENT SEI INSTITUTIONAL INTERNATIONAL TRUST AGREEMENT made this 1st day of October, 2001 between SEI Investments Management Corporation (the "Adviser") and Morgan Stanley Investment Management Inc. (the "Sub-Adviser"). WHEREAS, SEI Institutional International Trust, a Massachusetts business trust (the "Trust"), is registered as an open-end management investment company under the Investment Company Act of 1940, as amended (the "1940 Act"); and WHEREAS, the Adviser has entered into an Investment Advisory Agreement dated December 16, 1996 (the "Advisory Agreement") with the Trust, pursuant to which the Adviser acts as investment adviser to the International Equity Fund (the "Portfolio"), which is a series of the Trust; and WHEREAS, the Adviser, with the approval of the Trust, desires to retain the Sub-Adviser to provide investment advisory services to the Adviser in connection with the management of the Portfolio, and the Sub-Adviser is willing to render such investment advisory services. NOW, THEREFORE, the parties hereto agree as follows as to the Portfolio: 1. DUTIES OF THE SUB-ADVISER. Subject to supervision by the Adviser and the Trust's Board of Trustees, the Sub-Adviser shall manage all of the securities and other assets of the Portfolio entrusted to it hereunder (the "Assets"), including the purchase, retention and disposition of the Assets, in accordance with the Portfolio's investment objectives, policies and restrictions as stated in the Portfolio's prospectus and statement of additional information, as currently in effect and as amended or supplemented from time to time (referred to collectively as the "Prospectus"), and subject to the following: (a) The Sub-Adviser shall, in consultation with and subject to the direction of the Adviser, determine from time to time what Assets will be purchased, retained or sold by the Portfolio, and what portion of the Assets will be invested or held uninvested in cash. (b) In the performance of its duties and obligations under this Agreement, the Sub-Adviser shall act in conformity with the Trust's Declaration of Trust (as defined herein) and the Prospectus and with the instructions and directions of the Adviser and of the Board of Trustees of the Trust and will conform to and comply with the requirements of the 1940 Act, the Internal Revenue Code of 1986, and all other applicable federal and state laws and regulations, as each is amended from time to time. (c) The Sub-Adviser shall determine the Assets to be purchased or sold by the Portfolio as provided in subparagraph (a) and will place orders with or through such persons, brokers or dealers to carry out the policy with respect to brokerage set forth in the Portfolio's Registration Statement (as defined herein) and Prospectus or as the Board of Trustees or the 1 Adviser may direct from time to time, in conformity with all federal securities laws. In executing Portfolio transactions and selecting brokers or dealers, the Sub-Adviser will use its best efforts to seek on behalf of the Portfolio the best overall terms available. In assessing the best overall terms available for any transaction, the Sub-Adviser shall consider all factors that it deems relevant, including the breadth of the market in the security, the price of the security, the financial condition and execution capability of the broker or dealer, and the reasonableness of the commission, if any, both for the specific transaction and on a continuing basis. In evaluating the best overall terms available, and in selecting the broker-dealer to execute a particular transaction, the Sub-Adviser may also consider the brokerage and research services provided (as those terms are defined in Section 28(e) of the Securities Exchange Act of 1934). Consistent with any guidelines established by the Board of Trustees of the Trust and Section 28(e) of the Exchange Act, the Sub-Adviser is authorized to pay to a broker or dealer who provides such brokerage and research services a commission for executing a portfolio transaction for the Portfolio which is in excess of the amount of commission another broker or dealer would have charged for effecting that transaction if, but only if, the Sub-Adviser determines in good faith that such commission was reasonable in relation to the value of the brokerage and research services provided by such broker or dealer -- viewed in terms of that particular transaction or in terms of the overall responsibilities of the Sub-Adviser to its discretionary clients, including the Portfolio. In addition, the Sub-Adviser is authorized to allocate purchase and sale orders for securities to brokers or dealers (including brokers and dealers that are affiliated with the Adviser, Sub-Adviser or the Trust's principal underwriter) and to take into account the sale of shares of the Trust if the Sub-Adviser believes that the quality of the transaction and the commission are comparable to what they would be with other qualified firms. In no instance, however, will the Portfolio's Assets be purchased from or sold to the Adviser, Sub-Adviser, the Trust's principal underwriter, or any affiliated person of either the Trust, Adviser, the Sub-Adviser or the principal underwriter, acting as principal in the transaction, except to the extent permitted by the Securities and Exchange Commission ("SEC") and the 1940 Act. (d) The Sub-Adviser shall maintain all books and records with respect to transactions involving the Assets required by subparagraphs (b)(5), (6), (7), (9), (10) and (11) and paragraph (f) of Rule 31a-1 under the 1940 Act. The Sub-Adviser shall provide to the Adviser or the Board of Trustees such periodic and special reports, balance sheets or financial information, and such other information with regard to its affairs as the Adviser or Board of Trustees may reasonably request. The Sub-Adviser shall keep the books and records relating to the Assets required to be maintained by the Sub-Adviser under this Agreement and shall timely furnish to the Adviser all information relating to the Sub-Adviser's services under this Agreement needed by the Adviser to keep the other books and records of the Portfolio required by Rule 31a-1 under the 1940 Act. The Sub-Adviser shall also furnish to the Adviser any other information relating to the Assets that is required to be filed by the Adviser or the Trust with the SEC or sent to shareholders under the 1940 Act (including the rules adopted thereunder) or any exemptive or other relief that the Adviser or the Trust obtains from the SEC. The Sub-Adviser agrees that all records that it maintains on behalf of the Portfolio are property of the 2 Portfolio and the Sub-Adviser will surrender promptly to the Portfolio any of such records upon the Portfolio's request; provided, however, that the Sub-Adviser may retain a copy of such records. In addition, for the duration of this Agreement, the Sub-Adviser shall preserve for the periods prescribed by Rule 31a-2 under the 1940 Act any such records as are required to be maintained by it pursuant to this Agreement, and shall transfer said records to any successor sub-adviser upon the termination of this Agreement (or, if there is no successor sub-adviser, to the Adviser). (e) The Sub-Adviser shall provide the Portfolio's custodian on each business day with information relating to all transactions concerning the Portfolio's Assets and shall provide the Adviser with such information upon request of the Adviser. (f) The investment management services provided by the Sub-Adviser under this Agreement are not to be deemed exclusive and the Sub-Adviser shall be free to render similar services to others, as long as such services do not impair the services rendered to the Adviser or the Trust. (g) The Sub-Adviser shall promptly notify the Adviser of any financial condition that is likely to impair the Sub-Adviser's ability to fulfill its commitment under this Agreement. The Sub-Adviser will notify the Adviser of any change in its general partner within a reasonable time. (h) The Sub-Adviser shall review all proxy solicitation materials and be responsible for voting and handling all proxies in relation to the securities held as Assets in the Portfolio. The Adviser shall instruct the custodian and other parties providing services to the Portfolio to promptly forward misdirected proxies to the Sub-Adviser. Services to be furnished by the Sub-Adviser under this Agreement may be furnished through the medium of any of the Sub-Adviser's control affiliates, partners, officers or employees. 2. DUTIES OF THE ADVISER. The Adviser shall continue to have responsibility for all services to be provided to the Portfolio pursuant to the Advisory Agreement and shall oversee and review the Sub-Adviser's performance of its duties under this Agreement; provided, however, that in connection with its management of the Assets, nothing herein shall be construed to relieve the Sub-Adviser of responsibility for compliance with the Trust's Declaration of Trust (as defined herein), the Prospectus, the instructions and directions of the Board of Trustees of the Trust, the requirements of the 1940 Act, the Internal Revenue Code of 1986, and all other applicable federal and state laws and regulations, as each is amended from time to time. 3. DELIVERY OF DOCUMENTS. The Adviser has furnished the Sub-Adviser with copies properly certified or authenticated of each of the following documents: 3 (a) The Trust's Agreement and Declaration of Trust, as filed with the Secretary of State of the Commonwealth of Massachusetts (such Agreement and Declaration of Trust, as in effect on the date of this Agreement and as amended from time to time, herein called the "Declaration of Trust"); (b) By-Laws of the Trust (such By-Laws, as in effect on the date of this Agreement and as amended from time to time, are herein called the "By-Laws"); and (c) Prospectus of the Portfolio. The Adviser will furnish copies of amendments to the documents specified above to the Sub-Adviser or otherwise provide reasonable notification of changes to any terms of such documents affecting Sub-Adviser's obligations under this Agreement. 4. COMPENSATION TO THE SUB-ADVISER. For the services to be provided by the Sub-Adviser pursuant to this Agreement, the Adviser will pay the Sub-Adviser, and the Sub-Adviser agrees to accept as full compensation therefor, a sub-advisory fee at the rate specified in the Schedule which is attached hereto and made part of this Agreement. The fee will be calculated based on the average monthly market value of the Assets under the Sub-Adviser's management and will be paid to the Sub-Adviser monthly. Except as may otherwise be prohibited by law or regulation (including any then current SEC staff interpretation), the Sub-Adviser may, in its discretion and from time to time, waive a portion of its fee. 5. LIMITATION OF LIABILITY OF THE SUB-ADVISER. The Sub-Adviser shall not be liable for any error of judgment or for any loss suffered by the Adviser in connection with the performance of its obligations under this Agreement, except a loss resulting from a breach of fiduciary duty with respect to the receipt of compensation for services (in which case any award of damages shall be limited to the period and the amount set forth in Section 36(b)(3) of the 1940 Act), or a loss resulting from willful misfeasance, bad faith or negligence on the Sub-Adviser's part in the performance of its duties or from reckless disregard of its obligations and duties under this Agreement, except as may otherwise be provided under provisions of applicable state law which cannot be waived or modified hereby. 6. INDEMNIFICATION. The Sub-Adviser shall indemnify and hold harmless the Adviser from and against any and all claims, losses, liabilities or damages (including reasonable attorney's fees and other related expenses) howsoever arising from or in connection with the performance of the Sub-Adviser's obligations under this Agreement; provided, however, that the Sub-Adviser's obligation under this Section 6 shall be reduced to the extent that the claim against, or the loss, liability or damage experienced by the Adviser, is caused by or is otherwise directly related to the Adviser's own willful misfeasance, bad faith or negligence, or to the reckless disregard of its duties under this Agreement. The Adviser shall indemnify and hold harmless the Sub-Adviser from and against any and all claims, losses, liabilities or damages (including reasonable attorney's fees and other related expenses) howsoever arising from or in connection with the performance of the Adviser's 4 obligations under this Agreement; provided, however, that the Adviser's obligation under this Section 6 shall be reduced to the extent that the claim against, or the loss, liability or damage experienced by the Sub-Adviser, is caused by or is otherwise directly related to the Sub-Adviser's own willful misfeasance, bad faith or negligence, or to the reckless disregard of its duties under this Agreement. 7. DURATION AND TERMINATION. This Agreement shall become effective upon approval by the Trust's Board of Trustees and its execution by the parties hereto. Pursuant to the exemptive relief obtained in the SEC Order dated April 29, 1996, Investment Company Act Release No. 21921, approval of the Agreement by a majority of the outstanding voting securities of the Portfolio is not required, and the Sub-Adviser acknowledges that it and any other sub-adviser so selected and approved shall be without the protection (if any) accorded by shareholder approval of an investment adviser's receipt of compensation under Section 36(b) of the 1940 Act. This Agreement shall continue in effect for a period of more than two years from the date hereof only so long as continuance is specifically approved at least annually in conformance with the 1940 Act; provided, however, that this Agreement may be terminated with respect to the Portfolio (a) by the Portfolio at any time, without the payment of any penalty, by the vote of a majority of Trustees of the Trust or by the vote of a majority of the outstanding voting securities of the Portfolio, (b) by the Adviser at any time, without the payment of any penalty, on not more than 60 days' nor less than 30 days' written notice to the Sub-Adviser, or (c) by the Sub-Adviser at any time, without the payment of any penalty, on 90 days' written notice to the Adviser. This Agreement shall terminate automatically and immediately in the event of its assignment, or in the event of a termination of the Adviser's agreement with the Trust. As used in this Section 7, the terms "assignment" and "vote of a majority of the outstanding voting securities" shall have the respective meanings set forth in the 1940 Act and the rules and regulations thereunder, subject to such exceptions as may be granted by the SEC under the 1940 Act. 8. GOVERNING LAW. This Agreement shall be governed by the internal laws of the Commonwealth of Massachusetts, without regard to conflict of law principles; provided, however, that nothing herein shall be construed as being inconsistent with the 1940 Act. 9. SEVERABILITY. Should any part of this Agreement be held invalid by a court decision, statute, rule or otherwise, the remainder of this Agreement shall not be affected thereby. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors. 10. NOTICE: Any notice, advice or report to be given pursuant to this Agreement shall be deemed sufficient if delivered or mailed by registered, certified or overnight mail, postage prepaid addressed by the party giving notice to the other party at the last address furnished by the other party: 5 To the Adviser at: SEI Investments Management Corporation One Freedom Valley Road Oaks, PA 19456 Attention: Legal Department To the Sub-Adviser at: Morgan Stanley Investment Management Inc. 25 Cabot Square, Canary Wharf London E14 4QA Attention: Michael Kollins 11. NON-HIRE/NON-SOLICITATION. The Sub-Adviser hereby agrees that so long as the Sub-Adviser provides services to the Adviser or the Trust and for a period of one year following the date on which the Sub-Adviser ceases to provide services to the Adviser and the Trust, the Sub-Adviser shall not for any reason, directly or indirectly, on the Sub-Adviser's own behalf or on behalf of others, hire any person employed by the Adviser, whether or not such person is a full-time employee or whether or not any person's employment is pursuant to a written agreement or is at-will. The Sub-Adviser further agrees that, to the extent that the Sub-Adviser breaches the covenant described in this paragraph, the Adviser shall be entitled to pursue all appropriate remedies in law or equity. 12. ENTIRE AGREEMENT. This Agreement embodies the entire agreement and understanding between the parties hereto, and supersedes all prior agreements and understandings relating to this Agreement's subject matter. This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, but such counterparts shall, together, constitute only one instrument. In the event the terms of this Agreement are applicable to more than one portfolio of the Trust (for purposes of this Section 12, each a "Portfolio"), the Adviser is entering into this Agreement with the Sub-Adviser on behalf of the respective Portfolios severally and not jointly, with the express intention that the provisions contained in each numbered paragraph hereof shall be understood as applying separately with respect to each Portfolio as if contained in separate agreements between the Adviser and Sub-Adviser for each such Portfolio. In the event that this Agreement is made applicable to any additional Portfolios by way of a Schedule executed subsequent to the date first indicated above, provisions of such Schedule shall be deemed to be incorporated into this Agreement as it relates to such Portfolio so that, for example, the execution date for purposes of Section 7 of this Agreement with respect to such Portfolio shall be the execution date of the relevant Schedule. 6 13. MISCELLANEOUS. (a) A copy of the Declaration of Trust is on file with the Secretary of State of the Commonwealth of Massachusetts, and notice is hereby given that the obligations of this instrument are not binding upon any of the Trustees, officers or shareholders of the Portfolio or the Trust. (b) Where the effect of a requirement of the 1940 Act reflected in any provision of this Agreement is altered by a rule, regulation or order of the SEC, whether of special or general application, such provision shall be deemed to incorporate the effect of such rule, regulation or order. (c) The name Morgan Stanley is the property of the Sub-Adviser, and any use or continued use of the name by the Adviser or the Trust is subject to the Sub-Adviser's continuing, consent, in its sole discretion, which consent will not be withheld during the term of this Agreement. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their officers designated below as of the day and year first written above. SEI INVESTMENTS MANAGEMENT CORPORATION MORGAN STANLEY INVESTMENT MANAGEMENT INC. By: /s/ Timothy D. Barto By: /s/ Arthur Leu --------------------- --------------- Name: Timothy D. Barto Name: Arthur Leu ---------------- ---------- Title: Vice President Title: General Counsel -------------- --------------- 7 SCHEDULE A TO THE SUB-ADVISORY AGREEMENT BETWEEN SEI INVESTMENTS MANAGEMENT CORPORATION AND MORGAN STANLEY INVESTMENT MANAGEMENT INC. Pursuant to Paragraph 4, the Adviser shall pay the Sub-Adviser compensation at an annual rate as follows: SEI INSTITUTIONAL INTERNATIONAL TRUST International Equity Fund
ANNUAL FEE NET ASSET VALUE --------------------------------------- --------------------------------------------------- .XX% On the first $25 million of assets under management .XX% On the next $25 million of assets under management .XX% On the next $25 million of assets under management .XX% On the assets in excess of $75 million
The fees for the International Equity Fund shall be calculated based on the average monthly market value of the assets of the Fund aggregated with the net assets of any other SEI Fund, or portions thereof, managed by the Sub-Adviser (currently, Emerging Markets Equity Fund of SEI Institutional International Trust and Emerging Markets Equity Fund of SEI Institutional Investments Trust) by applying the above fee schedule. Agreed and Accepted: SEI INVESTMENTS MANAGEMENT CORPORATION MORGAN STANLEY INVESTMENT MANAGEMENT INC. By: /s/ Timothy D. Barto By: /s/ Arthur Leu --------------------- --------------- Title: Vice President Title: General Counsel -------------- --------------- 8 EX-99.B(H)(6) 5 a2068343zex-99_bh6.txt EXHIBIT 99.B(H)(6) ADMINISTRATIVE SERVICES PLAN AND AGREEMENT SEI INSTITUTIONAL INTERNATIONAL TRUST CLASS I SEI Institutional International Trust (the "Trust") is an open-end investment company registered under the Investment Company Act of 1940, as amended, and currently consisting of a number of separately managed portfolios (the "Portfolios"). The Trust desires to retain SEI Investments Distribution Co. (the "Distributor"), a Pennsylvania corporation, to itself provide or to compensate service providers who themselves provide, the services described herein to clients (the "Clients") who from time to time beneficially own Class I shares ("Shares") of any Portfolio of the Trust. The Distributor is willing to itself provide or to compensate service providers for providing, such administrative services in accordance with the terms and conditions of this Agreement. SECTION 1. The Distributor will provide, or will enter into written agreements with service providers pursuant to which the service providers will provide, one or more of the following administrative services to Clients who may from time to time beneficially own Shares: (i) providing subaccounting with respect to Shares beneficially owned by Clients; (ii) providing information periodically to Clients showing their positions in Shares; (iii) forwarding shareholder communications from the Trust (such as proxies, shareholder reports, annual and semi-annual financial statements and dividend, distribution and tax notices) to Clients; (iv) processing purchase, exchange and redemption requests from Clients and placing such orders with the Trust or its service providers; (v) processing dividend payments from the Trust on behalf of the Clients; and (vi) providing such other similar services as the Trust may, through the Distributor, reasonably request to the extent that the Service Provider is permitted to do so under applicable laws or regulations. SECTION 2. The Distributor will provide all office space and equipment, telephone facilities and personnel (which may be part of the space, equipment and facilities currently used in the Distributor's business, or any personnel employed by the Distributor) as may be reasonably necessary or beneficial in order to fulfill its responsibilities under this Agreement. SECTION 3. Neither the Distributor nor any of its officers, employees, or agents is authorized to make any representations concerning the Trust or the Shares except those contained in the Trust's then-current prospectus or Statement of Additional Information for the Shares, copies of which will be supplied to the Distributor, or in such supplemental literature or advertising as may be authorized in writing. SECTION 4. For purposes of this Agreement, the Distributor and each service provider will be deemed to be independent contractors, and will have no authority to act as agent for the Trust in any matter or in any respect. By its written acceptance of this Agreement, the Distributor agrees to and does release, indemnify, and hold the Trust harmless from and against any and all direct or indirect liabilities or losses resulting from requests, directions, actions, or inactions of or by the Distributor or its officers, employees, or agents regarding the Distributor's responsibilities under this Agreement, the provision of the aforementioned services to Clients by the Distributor or any service provider, or the purchase, redemption, transfer, or registration of Shares (or orders relating to the same) by or on behalf of Clients. The Distributor and its officers and employees will, upon request, be available during normal business hours to consult with representatives of the Trust or its designees concerning the performance of the Distributor's responsibilities under this Agreement. SECTION 5. In consideration of the services and facilities to be provided by the Distributor or any service provider, each Portfolio that has issued Class I shares will pay to the Distributor a fee, as agreed from time to time, at an annual rate of up to .25% (twenty-five basis points) of the average net asset value of all Class I shares of each Portfolio, which fee will be computed daily and paid monthly. The Trust may, in its discretion and without notice, suspend or withdraw the sale of Class I Shares of any Portfolio, including the sale of Class I Shares to any service provider for the account of any Client or Clients. The Distributor may waive all or any portion of its fee from time to time. SECTION 6. The Trust may enter into other similar servicing agreements with any other person or persons without the Distributor's consent. SECTION 7. By its written acceptance of this Agreement, the Distributor represents, warrants, and agrees that the services provided by the Distributor under this Agreement will in no event be primarily intended to result in the sale of Shares. SECTION 8. This Agreement will become effective on the date a fully executed copy of this Agreement is received by the Trust or its designee and shall continue until terminated by either party. This Agreement is terminable with respect to the Class I Shares of any Portfolio, without penalty, at any time by the Trust or by the Distributor upon written notice to the Trust. SECTION 9. All notices and other communications to either the Trust or to the Distributor will be duly given if mailed, telegraphed, telefaxed, or transmitted by similar communications device to the appropriate address stated herein, or to such other address as either party shall so provide the other. SECTION 10. This Agreement will be construed in accordance with the laws of the Commonwealth of Pennsylvania and may not be "assigned" by either party thereto as that term is defined in the Investment Company Act of 1940. SECTION 11. References to the "SEI Institutional International Trust," the "Trust," and the "Trustees" of the Trust refer respectively to the Trust created and the Trustees as trustees, but not individually or personally, acting from time to time under the Declaration of Trust of the Trust dated June 28, 1988, a copy of which is on file with the Department of State of the Commonwealth of Pennsylvania and at the Trust's principal office. The obligations of the Trust entered into in the name or on behalf thereof by any of the Trustees, officers, representatives, or agents are made not individually, but in such capacities, and are not binding upon any of the Trustees, shareholders, officers, representatives, or agents of the Trust personally. Further, the obligations of the Trust with respect to any one Portfolio shall not be binding upon any other Portfolio. By their signatures, the Trust and the Distributor agree to the terms of this Agreement. SEI INSTITUTIONAL INTERNATIONAL TRUST By: /s/ Timothy D. Barto Date: 10/4/01 ---------------------------- ------------------------ SEI INVESTMENTS DISTRIBUTION CO. By: /s/ Todd Cipperman Date: 10/4/01 ---------------------------- ------------------------ 3 EX-99.B(I) 6 a2068343zex-99_bi.txt EXHIBIT 99.B(I) [LETTERHEAD]Morgan, Lewis & Bockius LLP January 25, 2002 SEI Institutional International Trust One Freedom Valley Drive Oaks, Pennsylvania 19456 Re: Opinion of Counsel regarding Post-Effective Amendment No. 34 to the Registration Statement filed on Form N-1A under the Securities Act of 1933 (File No. 33-22821). -------------------------------------------------------------------------- Ladies and Gentlemen: We have acted as counsel to SEI Institutional International Trust, a Massachusetts business trust (the "Trust"), in connection with the above-referenced Registration Statement (as amended, the "Registration Statement") which relates to the Trust's units of beneficial interest, without par value (collectively, the "Shares"). This opinion is being delivered to you in connection with the Trust's filing of Post-Effective Amendment No. 34 to the Registration Statement (the "Amendment") to be filed with the Securities and Exchange Commission pursuant to Rule 485(b) of the Securities Act of 1933 (the "1933 Act"). With your permission, all assumptions and statements of reliance herein have been made without any independent investigation or verification on our part except to the extent otherwise expressly stated, and we express no opinion with respect to the subject matter or accuracy of such assumptions or items relied upon. In connection with this opinion, we have reviewed, among other things, executed copies of the following documents: (a) a certificate of the Commonwealth of Massachusetts as to the existence and good standing of the Trust; (b) the Agreement and Declaration of Trust for the Trust and all amendments and supplements thereto (the "Declaration of Trust"); (c) a certificate executed by Timothy D. Barto, Vice President and Assistant Secretary of the Trust, certifying as to, and attaching copies of, the Trust's Declaration of Trust and By-Laws (the "By-Laws"), and certain resolutions adopted by the Board of Trustees of the Trust authorizing the issuance of the Shares; and (d) a printer's proof of the Amendment. SEI Institutional International Trust January 25, 2002 Page 2 In our capacity as counsel to the Trust, we have examined the originals, or certified, conformed or reproduced copies of all records, agreements, instruments and documents as we have deemed relevant or necessary as the basis for the opinion hereinafter expressed. In all such examinations, we have assumed the legal capacity of all natural persons executing documents, the genuineness of all signatures, the authenticity of all original or certified copies, and the conformity to original or certified copies of all copies submitted to us as conformed or reproduced copies. As to various questions of fact relevant to such opinion, we have relied upon, and assume the accuracy of, certificates and oral or written statements of public officials and officers and representatives of the Trust. We have assumed that the Amendment, as filed with the Securities and Exchange Commission, will be in substantially the form of the printer's proof referred to in paragraph (d) above. Based upon, and subject to, the limitations set forth herein, we are of the opinion that the Shares, when issued and sold in accordance with the Declaration of Trust and By-Laws, and for the consideration described in the Registration Statement, will be legally issued, fully paid and non-assessable under the laws of the Commonwealth of Massachusetts. We hereby consent to the filing of this opinion as an exhibit to the Registration Statement. In giving this consent, we do not concede that we are in the category of persons whose consent is required under Section 7 of the 1933 Act. Very truly yours, /s/ Morgan, Lewis & Bockius LLP EX-99.B(J) 7 a2068343zex-99_bj.txt EXHIBIT 99.B(J) CONSENT OF INDEPENDENT ACCOUNTANTS We hereby consent to the incorporation by reference in this Registration Statement on Form N-1A of our report dated November 28, 2001, relating to the financial statements and financial highlights which appears in the September 30, 2001 Annual Report to the Board of Trustees and Shareholders of SEI Institutional International Trust, which is also incorporated by reference into the Registration Statement. We also consent to the references to us under the headings "Financial Highlights" and "Experts" in such Registration Statement. /s/ PricewaterhouseCoopers LLP Philadelphia, Pennsylvania January 25, 2002 EX-99.B(P)(4) 8 a2068343zex-99_bp4.txt EXHIBIT 99.B(P)(4) APPENDIX E EMPLOYEE INVESTMENT TRANSACTION POLICY FOR BLACKROCK INVESTMENT ADVISER COMPANIES Effective March 1, 2000 EMPLOYEE INVESTMENT TRANSACTION POLICY TABLE OF CONTENTS TABLE OF CONTENTS I I. PREAMBLE 1 A. General Principles 1 B. The General Scope Of The Policy's Application To Personal Investment Transactions 3 C. The Organization Of This Policy 3 D. Questions 4 II. PERSONAL INVESTMENT TRANSACTIONS 4 A. In General 4 B. Reporting Obligations 4 1. Use Of Broker-Dealers And Futures Commission Merchants 4 2. Initial Report 4 3. New Accounts 6 4. Timely Reporting Of Investment Transactions 6 5. Related Accounts 6 6. Annual Holdings Report 6 7. Exemptions From Reporting 7 C. Prohibited Or Restricted Investment Transactions 8 1. Initial Public Offerings 8 2. Private Placements 8 D. Investment Transactions Requiring Prior Notification 8 1. Prior Notification Procedure 9 i 2. Exemptions From Prior Notification 9 (a) Transactions Exempt From Prior Notification 9 (b) Securities Exempt From Prior Notification 10 (c) Futures Contracts Exempt From Prior Notification 10 E. Ban On Short-Term Trading Profits 11 F. Blackout Periods 11 1. Specific Blackout Periods 11 2. Exemptions From Blackout Restrictions 12 III. INSIDE INFORMATION AND SERVICE AS A DIRECTOR 13 A. Inside Information 13 B. Service As A Director 13 IV. EXEMPTIONS 14 V. COMPLIANCE 14 A. Certifications 14 1. Upon Receipt Of This Policy 14 2. Annual Certificate Of Compliance 15 B. Supervisory Procedures 15 1. The Compliance Committee 15 2. The Compliance Officer 15 3. Post-Trade Monitoring And Investigations 16 4. Remedial Actions 16 5. Reports Of Material Violations 17 6. Annual Reports 17 VI. EFFECTIVE DATE 17 APPENDICES - ---------- I. Definitions Of Capitalized Terms II. Acknowledgment Of Receipt Of The Policy III. Annual Certification Of Compliance With The Policy III-A. Annual Holdings Report IV. Initial Report Of Accounts V-A. Request For Duplicate Broker Reports (For persons NOT associated with BlackRock Investments, Inc.) V-B. Request For Duplicate Broker Reports (For persons associated with BlackRock Investments, Inc.) VI. Investment Transaction Prior Notification Form VII. Fully Discretionary Account Form EMPLOYEE INVESTMENT TRANSACTION POLICY FOR BLACKROCK, INVESTMENT ADVISER COMPANIES I. PREAMBLE A. GENERAL PRINCIPLES This Employee Investment Transaction Policy (the "Policy") is based on the principle that you, as an officer, director or other Advisory Employee of an Advisor affiliated with BlackRock, Inc. ("BlackRock"), owe a fiduciary duty of undivided loyalty to the registered investment companies, institutional investment clients, personal trusts and estates, guardianships, employee benefit trusts, and other Advisory Clients which that Advisor serves.(1) Accordingly, you must avoid transactions, activities, and relationships that might interfere or appear to interfere with making decisions in the best interests of those Advisory Clients. At all times, you must observe the following GENERAL PRINCIPLES: 1. YOU MUST PLACE THE INTERESTS OF ADVISORY CLIENTS FIRST. As a fiduciary you must scrupulously avoid serving your own personal interests ahead of the interests of Advisory Clients. You must adhere to this general fiduciary principle as well as comply with the Policy's specific provisions. Technical compliance with the Policy will not automatically insulate from scrutiny any Investment Transaction(2) - ---------- (1) This Policy uses a number of CAPITALIZED TERMS, E.G., Advisor, Advisory Client, Advisory Employee, Beneficial Ownership, Exempt Security, Fixed Income Security, Fully Discretionary Account, Futures Contract, Immediate Family, Investment Transaction, Personal Account, Portfolio Employee, Portfolio Manager, Related Account, and Security. The first time a capitalized term is used, a definition is stated in the text or in a footnote. The full definitions of these capitalized terms are set forth in Appendix I. TO UNDERSTAND YOUR RESPONSIBILITIES UNDER THE POLICY, IT IS IMPORTANT THAT YOU REVIEW AND UNDERSTAND ALL OF THE DEFINITIONS OF CAPITALIZED TERMS IN APPENDIX I. As indicated in Appendix I: The term "ADVISOR" means any entity affiliated with BlackRock, whether now in existence or formed after the date hereof, that is registered as (i) an investment advisor under the Investment Advisers Act of 1940, as amended, or (ii) a broker-dealer under the Securities Exchange Act of 1934, as amended, other than any such investment advisor or broker-dealer that has adopted its own employee investment transaction policy. The term "ADVISORY CLIENT" means a registered investment company, an institutional investment client, a personal trust or estate, a guardianship, an employee benefit trust, or another client with which the Advisor by which you are employed or with which you are associated has an investment management, advisory or sub-advisory contract or relationship. The term "ADVISORY EMPLOYEE" means an officer, director, or employee of an Advisor, or any other person identified as a "control person" on the Form ADV or the Form BD filed by the Advisor with the U.S. Securities and Exchange Commission, (1) who, in connection with his or her regular functions or duties, generates, participates in, or obtains information regarding that Advisor's purchase or sale of a Security by or on behalf of an Advisory Client; (2) whose regular functions or duties relate to the making of any recommendations with respect to such purchases or sales; (3) who obtains information or exercises influence concerning investment recommendations made to an Advisory Client of that Advisor; or (4) who has line oversight or management responsibilities over employees described in (1), (2) or (3), above. (2) For purposes of this Policy, the term "INVESTMENT TRANSACTION" means any transaction in a Security or Futures Contract in which you have, or by reason of the transaction will acquire, a Beneficial Ownership interest. As a GENERAL MATTER, the term "SECURITY" means any stock, note, bond, debenture or other evidence of indebtedness (including any loan participation or assignment), limited partnership interest or investment contract OTHER THAN AN EXEMPT SECURITY (as defined above). The term "Security" includes an OPTION on a Security, an index that indicates an abuse of your fiduciary duties or that creates an appearance of such abuse. Your fiduciary obligation applies not only to your personal Investment Transactions but also to actions taken on behalf of Advisory Clients. In particular, you may not cause an Advisory Client to take action, or not to take action, for your personal benefit rather than for the benefit of the Advisory Client. For example, you would violate this Policy if you caused an Advisory Client to purchase a Security you owned for the purpose of increasing the value of that Security. If you are a Portfolio Employee,(3) you would also violate this Policy if you made a personal investment in a Security that might be an appropriate investment for an Advisory Client without first considering the Security as an investment for the Advisory Client. 2. YOU MUST CONDUCT ALL OF YOUR PERSONAL INVESTMENT TRANSACTIONS IN FULL COMPLIANCE WITH THIS POLICY, THE BLACKROCK, INC. INSIDER TRADING POLICY, THE PNC CODE OF ETHICS, AND THE OTHER POLICIES OF THE PNC FINANCIAL SERVICES GROUP, INC. ("PNC") AND BLACKROCK (including the policies that prohibit insider trading or that restrict trading in PNC Securities). BlackRock encourages you and your family to develop personal investment programs. However, those investment programs must remain within boundaries reasonably necessary to insure that appropriate safeguards exist to protect the interests of our Advisory Clients and to avoid even the APPEARANCE of unfairness or impropriety. Doubtful situations should be resolved in favor of our Advisory Clients and against your personal Investment Transactions. - ---------- of Securities, a currency or a basket of currencies, including such an option traded on the Chicago Board of Options Exchange or on the New York, American, Pacific or Philadelphia Stock Exchanges as well as such an option traded in the over-the-counter market. The term "Security" does NOT include a physical commodity or a Futures Contract. The term "FUTURES CONTRACT" includes (a) a futures contract and an option on a futures contract traded on a U.S. or foreign board of trade, such as the Chicago Board of Trade, the Chicago Mercantile Exchange, the New York Mercantile Exchange, or the London International Financial Futures Exchange (a "Publicly-Traded Futures Contract"), as well as (b) a forward contract, a "swap", a "cap", a "collar", a "floor" and an over-the-counter option (other than an option on a foreign currency, an option on a basket of currencies, an option on a Security or an option on an index of Securities) (a "Privately-Traded Futures Contract"). As a GENERAL MATTER, you are considered to have a "BENEFICIAL OWNERSHIP" interest in a Security or Futures Contract if you have the opportunity, directly or indirectly, to profit or share in any profit derived from a transaction in that Security or Futures Contract. YOU ARE PRESUMED TO HAVE A BENEFICIAL OWNERSHIP INTEREST IN ANY SECURITY OR FUTURES CONTRACT HELD, INDIVIDUALLY OR JOINTLY, BY YOU AND/OR BY A MEMBER OF YOUR IMMEDIATE FAMILY (AS DEFINED BELOW). In addition, unless specifically excepted by the Compliance Officer based on a showing that your interest or control is sufficiently attenuated to avoid the possibility of a conflict, you will be considered to have a Beneficial Ownership interest in a Security held by: (1) a JOINT ACCOUNT to which you are a party, (2) a PARTNERSHIP in which you are a general partner, (3) a LIMITED LIABILITY COMPANY in which you are a manager-member, (4) a TRUST in which you or a member of your Immediate Family has a pecuniary interest or (5) an INVESTMENT CLUB in which you are a member. See Appendix I for more complete definitions of the terms "Beneficial Ownership," "Futures Contract," and "Security." (3) The term "PORTFOLIO EMPLOYEE" means a Portfolio Manager or an Advisory Employee who provides information or advice to a Portfolio Manager, who helps execute a Portfolio Manager's decisions, or who directly supervises a Portfolio Manager. The term "PORTFOLIO MANAGER" means any employee of an Advisor who has the authority, whether sole or shared or only from time to time, to make investment decisions or to direct trades affecting an Advisory Client. 3. YOU MUST NOT TAKE INAPPROPRIATE ADVANTAGE OF YOUR POSITION. The receipt of investment opportunities, perquisites, gifts or gratuities from persons seeking to do business, directly or indirectly, with BlackRock, an affiliate, or an Advisory Client could call into question the independence of your business judgment. Doubtful situations should be resolved against your personal interests. B. THE GENERAL SCOPE OF THE POLICY'S APPLICATION TO PERSONAL INVESTMENT TRANSACTIONS Rule 17j-1 under the Investment Company Act of 1940, as amended, requires REPORTING of all personal Investment Transactions in Securities (other than certain "Exempt Securities") by Advisory Employees, whether or not they are Securities that might be purchased or sold by or on behalf of an Advisory Client. This Policy implements that reporting requirement. However, since a primary purpose of the Policy is to avoid conflicts of interest arising from personal Investment Transactions in Securities and other instruments that are held or might be acquired on behalf of Advisory Clients, this Policy only places RESTRICTIONS on personal Investment Transactions in such investments. This Policy also requires reporting and restricts personal Investment Transactions in certain Futures Contracts which, although they are not Securities, are instruments that Advisors buy and sell for Advisory Clients. Although this Policy applies to all officers, directors and other Advisory Employees of BlackRock, the Policy recognizes that Portfolio Managers, and the other Portfolio Employees who provide them with advice and who execute their decisions, occupy more sensitive positions than other Advisory Employees, and that it is appropriate to subject their personal Investment Transactions to greater restrictions. C. THE ORGANIZATION OF THIS POLICY The remainder of this Policy is divided into four main topics. Section II concerns PERSONAL INVESTMENT TRANSACTIONS. Section III describes restrictions that apply to Advisory Employees who receive INSIDE INFORMATION or seek to serve on a BOARD OF DIRECTORS OR SIMILAR GOVERNING BODY. Section IV outlines the procedure for seeking case-by-case EXEMPTIONS from the Policy's requirements. Section V summarizes the methods for ensuring COMPLIANCE under this Policy. In addition, the following APPENDICES are also a part of this Policy: I. Definitions Of Capitalized Terms II. Acknowledgment Of Receipt Of The Policy III. Annual Certification Of Compliance With The Policy IV. Initial Report Of Accounts V. Request For Duplicate Broker Reports VI. Investment Transaction Prior Notification Form VII. Fully Discretionary Account Form D. QUESTIONS Questions regarding this Policy should be addressed to the Compliance Officer. If you have any question regarding the interpretation of this Policy or its application to a potential Investment Transaction, you should consult the Compliance Officer BEFORE you execute that transaction. II. PERSONAL INVESTMENT TRANSACTIONS A. IN GENERAL Subject to the limited exceptions described below, you are required to REPORT all Investment Transactions in Securities and Futures Contracts made by you, a member of your Immediate Family, a trust or an investment club in which you have an interest, or on behalf of any account in which you have an interest or which you direct.(4) In addition, you must provide PRIOR NOTIFICATION of certain Investment Transactions in Securities and Futures Contracts that an Advisor holds or may acquire on behalf of an Advisory Client. (The exercise of an option is an Investment Transaction for purposes of these requirements.) The details of these reporting and prior notification requirements are described below. B. REPORTING OBLIGATIONS 1. USE OF BROKER-DEALERS AND FUTURES COMMISSION MERCHANTS YOU MUST USE A REGISTERED BROKER-DEALER OR FUTURES COMMISSION MERCHANT to engage in any purchase or sale of a publicly traded Security or Futures Contract. This requirement also applies to any purchase or sale of a Security or Futures Contract in which you have, or by reason of the Investment Transaction will acquire, a Beneficial Ownership interest. Thus, as a general matter, any Securities or Futures Contract transactions by members of your Immediate Family will need to be made through a registered broker-dealer or futures commission merchant. 2. INITIAL REPORT Within 10 days of commencing employment or within 10 days of any event that causes you to become subject to this Policy, you must supply to the Compliance Officer copies of the most recent statements for each and every Personal Account and Related Account that holds or is likely to hold a Security or Futures Contract in which you have a Beneficial Ownership interest, as well as copies of confirmations for any and all transactions subsequent to the effective dates of those statements.(5) These documents should be supplied to the Compliance Officer by attaching them to the form attached hereto as Appendix IV. - ---------- (4) The term "IMMEDIATE FAMILY" means any of the following persons who RESIDE IN YOUR HOUSEHOLD OR WHO DEPEND ON YOU FOR BASIC LIVING SUPPORT: your spouse, any child, stepchild, grandchild, parent, stepparent, grandparent, sibling, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, or sister-in-law, including any adoptive relationships. (5) The term "PERSONAL ACCOUNT" means the following accounts that hold or are likely to hold a Security or Futures Contract in which you have a Beneficial Ownership interest: - any account in your individual name; - any joint or tenant-in-common account in which you have an interest or are a participant; - any account for which you act as trustee, executor, or custodian; and - any account over which you have investment discretion or have the power (whether or not exercised) to direct the acquisition or disposition of Securities or Futures Contracts (other than an Advisory Client's account that you manage or over which you have investment discretion), including the accounts of any individual or entity that is managed or controlled directly or On that same form you should supply the name of any registered broker-dealer and/or futures commission merchant and the number for any Personal Account and Related Account that holds or is likely to hold a Security or Futures Contract in which you have a Beneficial Ownership interest for which you CANNOT supply the most recent account statement. You must also certify, where indicated on the form, that the contents of the form and the documents attached thereto disclose all such Personal Accounts and Related Accounts. In addition, you must also supply, where indicated on the form, the following information for each Security or Futures Contract in which you have a Beneficial Ownership interest, to the extent that this information is not available from the statements attached to the form: 1. A description of the Security or Futures Contract, including its name or title; 2. The quantity (E.G., in terms of numbers of shares, units or contracts) and value (in dollars) of the Security or Futures Contract; and 3. The custodian of the Security or Futures Contract. 3. NEW ACCOUNTS Upon the opening of a new Personal Account or a Related Account that holds or is likely to hold a Security or a Futures Contract in which you have a Beneficial Ownership interest, you must give written notice to the Compliance Officer of the name of the registered broker-dealer or futures commission merchant for that account, the identifying number for that Personal Account or Related Account and the date that the account was established. 4. TIMELY REPORTING OF INVESTMENT TRANSACTIONS You must cause each broker-dealer or futures commission merchant that maintains a Personal Account or a Related Account that holds a Security or a Futures Contract in which you have a Beneficial Ownership interest to provide to the Compliance Officer, on a timely basis, duplicate copies of confirmations of all transactions in that account and of periodic statements for that account ("Duplicate Broker Reports"). A form for that purpose is attached hereto as Appendix V. In addition, you must report to the Compliance Officer, on a timely basis, any transaction in a Security or Futures Contract in which you have or acquired a Beneficial Ownership interest that was made without the use of a registered broker-dealer or futures commission merchant. 5. RELATED ACCOUNTS| The reporting obligations described above also apply to any Related Account (as defined in Appendix I) and to any Investment Transaction in a Related Account. - ---------- indirectly by or through you, such as the account of an investment club to which you belong. There is a presumption that you can control accounts held by members of your Immediate Family sharing the same household. This presumption may be rebutted only by convincing evidence. The term "RELATED ACCOUNT" means any account, other than a Personal Account, that holds a Security or Futures Contract in which you have a direct or indirect Beneficial Ownership interest (other than an account over which you have no investment discretion and cannot otherwise exercise control) and any account (other than an Advisory Client's account) of any individual or entity to whom you give advice or make recommendations with regard to the acquisition or disposition of Securities or Futures Contracts (whether or not such advice is acted upon). It is important that you recognize that the definitions of "Personal Account," "Related Account" and "Beneficial Ownership" in Appendix I probably will require you to provide, or to arrange for the broker-dealer or futures commission merchant to furnish, copies of reports for any account used by or for a member of your Immediate Family or a trust in which you or a member of your Immediate Family has an interest, as well as for any other accounts in which you may have the opportunity, directly or indirectly, to profit or share in the profit derived from any Investment Transaction in that account, including the account of any investment club to which you belong. 6. ANNUAL HOLDINGS REPORT You must report to the Compliance Officer on an annual basis holdings of all Securities and Futures Contracts in which you have a Beneficial Ownership interest on an annual basis. This requirement can generally be satisfied by causing each broker-dealer or futures commission merchant that maintains a Personal Account and/or a Related Account that holds a Security or Futures Contract in which you have a Beneficial Ownership interest to provide to the Compliance Officer, on a timely basis, Duplicate Broker Reports in accordance with the requirements under Section II.B.4 above. If you have a Beneficial Ownership Interest in a Security or Futures Contract that is not held in an account with a broker-dealer or a futures commission merchant or other custodian from whom the Compliance Officer receives a periodic statement of your Personal Account and/or Related Accounts, has not been reported to the Compliance Officer through the Duplicate Reports provided by a broker-dealer or futures commission merchant, then you must complete the Annual Holdings Report attached hereto as Appendix III-A and submit it to the Compliance Officer at the time you make your Annual Certification of Compliance in accordance with the requirements under Section V.A.2 of this Policy. The information in the Annual Holdings Report must be current as of a date no more than 30 days before the report is submitted. You must supply, where indicated on the form, the following information for each Security or Futures Contract: 1. Name of the person who owns the Security or Futures Contract; 2. A description of the Security or Futures Contract, including its name or title; 3. The quantity (E.G., in terms of numbers of shares, units or contracts) and value (in dollars) of the Security or Futures Contract; 4. The valuation date of the Security or Futures Contract; and 5. The custodian of the Security or Futures Contract. 7. EXEMPTIONS FROM REPORTING You need not report Investment Transactions in any account, including a Fully Discretionary Account,(6) over which neither you nor an Immediate Family Member has or had - ---------- (6) The term "FULLY DISCRETIONARY ACCOUNT" means a Personal Account or Related Account managed or held by a broker-dealer, futures commission merchant, investment advisor or trustee as to which neither you nor an Immediate Family Member: (a) exercises any investment discretion; (b) suggests or receives notice of transactions any direct or indirect influence or control. For example, Investment Transactions in the account of your spouse in an employee benefit plan would not have to be reported if neither you nor your spouse has any influence or control over those Investment Transactions. You also need not report Investment Transactions in Exempt Securities nor need you furnish, or require a broker-dealer or futures commission merchant to furnish, copies of confirmations or periodic statements for accounts that hold ONLY Exempt Securities.(7) This includes accounts that only hold U.S. Government securities, money market interests, or shares in registered open-end investment companies (I.E., mutual funds). This exemption from reporting will end immediately, however, at such time as there is an Investment Transaction in that account in a Security that is not an Exempt Security. C. PROHIBITED OR RESTRICTED INVESTMENT TRANSACTIONS 1. INITIAL PUBLIC OFFERINGS As an Advisory Employee, you may not acquire Beneficial Ownership of any Security in an initial public offering, except that, with the approval of the Compliance Committee and the General Counsel of BlackRock, you may acquire Beneficial Ownership of a Security in an initial public offering directed or sponsored by BlackRock. For purposes of this Policy, an initial public offering shall not include the purchase of a Security in an initial public offering by (I) a savings bank to its depositors, (II) a mutual insurance company to its policyholders, (III) an issuer of debt securities (other than debt securities convertible into common or preferred stock) or (IV) with respect to an Advisory Employee employed by BlackRock International, Ltd. a building society to its depositors. 2. PRIVATE PLACEMENTS If you are a Portfolio Employee, you may not acquire Beneficial Ownership of any Security in a private placement, or subsequently sell that interest, unless you have received the prior written approval of the Compliance Officer and of any supervisor designated by the Compliance Officer. Approval will not be given unless a determination is made that the investment opportunity should not be reserved for one or more Advisory Clients, and that the opportunity to invest has not been offered to you by virtue of your position with an Advisor. - ---------- prior to their execution; and (c) you do not otherwise has any direct or indirect influence or control. In addition, to qualify as a Fully Discretionary Account, the individual broker, registered representative or merchant responsible for that account must not be responsible for nor receive advance notice of any purchase or sale of a Security or Futures Contract on behalf of an Advisory Client. To qualify an account as a Fully Discretionary Account, the Compliance Officer must receive and approve a written notice, in the form attached hereto as Appendix VIII, that the account meets the foregoing qualifications as a Fully Discretionary Account. (7) The term "EXEMPT SECURITY" means any Security (as defined in Appendix I) not included within the definition of Security in SEC Rule 17j-1(a)(4) under the Investment Company Act of 1940, as amended, including: 1. A direct obligation of the Government of the United States; 2. Shares of registered open-end investment companies (I.E., mutual funds); and 3. HIGH QUALITY SHORT-TERM DEBT INSTRUMENTS, including, but not limited to, bankers' acceptances, bank certificates of deposit, commercial paper and repurchase agreements. See Appendix I for a more complete definition of "Exempt Security." If you have acquired Beneficial Ownership of Securities in a private placement, you must DISCLOSE that investment to your supervisor when you play a part in any consideration of any investment by an Advisory Client in the issuer of the Securities, and any decision to make such an investment must be INDEPENDENTLY REVIEWED by a Portfolio Manager who does not have a Beneficial Ownership interest in any Securities of the issuer. D. INVESTMENT TRANSACTIONS REQUIRING PRIOR NOTIFICATION You must give prior notification to the Compliance Officer of ANY Investment Transaction in Securities or Futures Contracts in a Personal Account or Related Account, or in which you otherwise have or will acquire a Beneficial Ownership interest, UNLESS that Investment Transaction, Security or Futures Contract falls into one of the following categories that are identified as "exempt from prior notification." The purpose of prior notification is to permit the Compliance Officer and the Compliance Committee to take reasonable steps to investigate whether that Investment Transaction is in accordance with this Policy. Satisfaction of the prior notification requirement does not, however, constitute approval or authorization of any Investment Transaction for which you have given prior notification. As a result, the primary responsibility for compliance with this Policy rests with you. 1. PRIOR NOTIFICATION PROCEDURE Prior notification must be given by completing and submitting to the Compliance Officer a copy of the prior notification form attached hereto as Appendix VII. No Investment Transaction requiring prior notification may be executed prior to notice by the Compliance Officer that the prior notification process has been completed. The time and date of that notice will be reflected on the prior notification form. Unless otherwise specified, an Investment Transaction requiring prior notification must be placed and executed by the end of trading in New York City or, in the case of Advisory Employees employed by BlackRock International, Ltd., by the end of trading in the United Kingdom on the day of notice from the Compliance Officer that the prior notification process has been completed. If a proposed Investment Transaction is not executed (with the exception of a limit order) within the time specified, you must repeat the prior notification process before executing the transaction. A notice from a Compliance Officer that the prior notification process has been completed is no longer effective if you discover, prior to executing your Investment Transaction, that the information on your prior notification form is no longer accurate, or if the Compliance Officer revokes his or her notice for any other reason. The Compliance Officer may undertake such investigation as he or she considers necessary to investigate whether an Investment Transaction for which prior notification has been sought complies with the terms of this Policy and is consistent with the general principles described at the beginning of this Policy. As part of that investigation, the Compliance Officer or a designee of the Compliance Officer will determine whether there is a pending BUY or SELL order in the same equity Security or Futures Contract, or a Related Security, on behalf of an Advisory Client.(8) If such an order exists, the Compliance Officer will not provide notice that the prior notification process has been completed UNTIL the Advisory Client's order is executed or withdrawn. - ---------- (8) The term "RELATED SECURITY" means, as to any Security, any instrument related in value to that Security, including, but not limited to, any option or warrant to purchase or sell that Security, and any Security convertible into or exchangeable for that Security. 2. EXEMPTIONS FROM PRIOR NOTIFICATION Prior notification will not be required for the following Investment Transactions, Securities and Futures Contracts. They are exempt only from the Policy's prior notification requirement, and, unless otherwise indicated, remain subject to the Policy's other requirements, including its reporting requirements. (a) TRANSACTIONS EXEMPT FROM PRIOR NOTIFICATION Prior notification is not required for any of the following Investment Transactions: 1. Any Investment Transaction in a Fully Discretionary Account that has been approved as such by the Compliance Officer. 2. Purchases of Securities under dividend reinvestment plans. 3. Purchases of Securities by an exercise of rights issued to the holders of a class of Securities PRO RATA, to the extent those rights are issued with respect to Securities of which you have Beneficial Ownership. 4. Acquisitions or dispositions of Securities as the result of a stock dividend, stock split, reverse stock split, merger, consolidation, spin-off or other similar corporate distribution or reorganization applicable to all holders of a class of Securities of which you have Beneficial Ownership. 5. Purchases of common stock of BlackRock, Inc under the BlackRock, Inc. Employee Stock Purchase Plan. 6. With respect to Advisory Employees who are employed by BlackRock International, Inc., automatic investments by direct debit into a personal equity plan (PEP), or similar type of plan in Exempt Securities if the pre-notification process was completed for the first such investment. 7. Investment Transactions made by a person who serves on the Board of Directors of an Advisor and is not involved with the Advisory operations of such Advisor nor engages in the type of activities described under (1) (2) or (3) under the term Advisory Employee as defined in Appendix I. 8. Investment Transactions in Exchange Traded Funds ("ETFs"), such as the Nasdaq-100 Index Tracking Stock, (QQQ), SPDR Trust, (SPY), DIAMONDS Trust, (DIA), Merrill Lynch Semiconductor HOLDRS, (SMH), iSHARES MSCI Japan, (EWJ), Merrill Lynch Biotech HOLDRS, (BBH), Select Sector SPDR Fund - Technology, (XLK), Select Sector SPDR Fund - Financial, (XLF), MidCap SPDR Trust, (MDY), and other ETF's as determined from time to time by the Compliance Committee to have sufficient liquidity as not to present the type of conflict that this policy is designed to protect against. Any questions about whether an ETF not listed in this Section II.D.2.(a) is exempt from prior-notification should be directed to the Compliance Officer. Investment Transactions in (b) SECURITIES EXEMPT FROM PRIOR NOTIFICATION Prior notification is not required for an Investment Transaction in an Exempt Security, as defined in Appendix I, E.G., U.S. Government securities, shares in registered open-end investment companies (I.E., mutual funds) and "high quality short-term debt instruments" (as defined in Appendix I). (c) FUTURES CONTRACTS EXEMPT FROM PRIOR NOTIFICATION Prior notification is not required for an Investment Transaction in the following Futures Contracts: 1. Currency futures. 2. U.S. Treasury futures. 3. Eurodollar futures. 4. Physical commodity futures (E.G., contracts for future delivery of grain, livestock, fiber or metals). 5. Futures contracts to acquire Fixed Income Securities issued by a U.S. Government agency, a foreign government, or an international or supranational agency. 6. Futures contracts on the Standard and Poor's 500 (S&P 500) or the Dow Jones Industrial Average or NASDAQ 100 stock indexes. 7. For Advisory Employees who are employed by BlackRock International, Ltd., futures contracts on the Financial Times Stock Exchange 100 (FTSE) Index. E. BAN ON SHORT-TERM TRADING PROFITS You may not profit from the purchase and sale, or the sale and purchase, within 60 calendar days, of the same Securities and/or Related Security. Any such short-term trade must be reversed or unwound, or if that is not practical, the profits must be disgorged and distributed in a manner determined by the Compliance Committee. This short-term trading ban does NOT apply to Investment Transactions in Exempt Securities (as defined in Appendix I) or in Futures Contracts. This ban also does NOT apply to a purchase or sale in connection with a Transaction Exempt From Prior Notification (as described above in Section II.D.2.(a)), a transaction in a Fully Discretionary Account or a transaction exempt from the "blackout" periods pursuant to Section II.F.2 below. You are considered to profit from a short-term trade if Securities of which you have Beneficial Ownership (including Securities held by Immediate Family members) are sold for more than their purchase price, even though the Securities purchased and the Securities sold are held of record or beneficially by different persons or entities. F. BLACKOUT PERIODS Your ability to engage in certain Investment Transactions may be prohibited or restricted during the "blackout" periods described below: 1. SPECIFIC BLACKOUT PERIODS a. You may not purchase or sell a Security, a Related Security, or Futures Contract at a time when you intend or know of another's intention to purchase or sell that same Security, a Related Security, or Futures Contract, on behalf of an Advisory Client of ANY Advisor (the "Specific Knowledge Blackout Period"). b. In addition, if you are a PORTFOLIO EMPLOYEE, you may not purchase or sell a Security, a Related Security or a Futures Contract which you are actively considering or which you have actively considered and rejected for purchase or sale for an Advisory Client within the previous 15 CALENDAR DAYS (the "15-Day Blackout Period") unless the Compliance Officer, after consultation with your supervisor, has approved your Investment Transaction.(9) c. Finally, if you are a PORTFOLIO MANAGER, you may not purchase or sell a Security, a Related Security, or Futures Contract within 7 CALENDAR DAYS before or after a transaction in that Security, a Related Security, or Futures Contract, by an Advisory Client for which you are responsible (the "7-Day Blackout Period"). For Portfolio Employees or Portfolio Managers, the Compliance Officer will not give such notice until any applicable 15-Day Blackout Period or 7-Day Blackout Period has expired or any required approvals or exemptions have been obtained. An Investment Transaction that violates one of these Blackout restrictions must be reversed or unwound, or if that is not practical, the profits must be disgorged and distributed in a manner determined by the Compliance Committee. 2. EXEMPTIONS FROM BLACKOUT RESTRICTIONS The foregoing blackout period restrictions do NOT apply to Investment Transactions in: a. Exempt Securities, as defined in Appendix I. b. Securities of a company listed on the Standard & Poor's 100 (S & P 100) Index. c. A Futures Contract Exempt From Prior Notification under this Policy (as described above). - ---------- (9) SEC Rule 17j-1 places restrictions on the purchase or sale of any "security held or to be acquired" by a registered investment company. Rule 17j-1(a)(10) defines a "security held or to be acquired" by a registered investment company as including any security which, within the most recent 15 days, "is being or has been considered by such company or its investment adviser for purchase by such company." d. A Fully Discretionary Account. e. With respect to Advisory Employees who are employed by BlackRock International, Ltd., securities of a company listed on the Financial Times Stock Exchange 100 (FTSE 100). f. Exchange Traded Funds Exempt From Prior Notification under this Policy (as described above). III. INSIDE INFORMATION AND SERVICE AS A DIRECTOR A. INSIDE INFORMATION As an employee of a subsidiary of PNC and BlackRock, Inc., you must comply with the PNC Insider Trading Policy and the BlackRock, Inc. Insider Trading Policy. A copy of the PNC Insider Trading Policy is included in Section E of the PNC Code of Ethics. A copy of the BlackRock, Inc. Insider Trading Policy was furnished to all employees at the time of its adoption and is furnished to all new employees at the commencement of their employment. In addition, as an Advisory Employee, you must notify the General Counsel of BlackRock if you receive or expect to receive material non-public information about an entity that issues securities. The General Counsel will determine the restrictions, if any, that will apply to your communications and activities while in possession of that information. In general, those restrictions will include: 1. An undertaking not to trade, either on your own behalf or on behalf of an Advisory Client, in the securities of the entity about which you have material non-public information. 2. An undertaking not to disclose material non-public information to other Advisory Employees. 3. An undertaking not to participate in discussions with or decisions by other Advisory Employees relating to the entity about which you have material non-public information. The General Counsel, in cooperation with the Compliance Officer, will maintain a "restricted list" of entities about which Advisory Employees may have material non-public information. This "restricted list" will be available to the Compliance Officer when he or she conducts investigations or reviews related to the Prior Notification Procedure described previously in Section II(D)(1) or the Post-Trade Monitoring process described below in Section V(B)(3). B. SERVICE AS A DIRECTOR You may not serve on the board of directors or other governing board of any entity unless you have received the prior written approval of the General Counsel of PNC, to the extent such approval is required under the terms of the PNC Code of Ethics, and the General Counsel of BlackRock. If permitted to serve on a governing board, an Advisory Employee will be ISOLATED from those Advisory Employees who make investment decisions regarding the securities of that entity, through a "Chinese wall" or other procedures determined by the General Counsel of BlackRock. In general, the "Chinese wall" or other procedures will include: 1. An undertaking not to trade or to cause a trade on behalf of an Advisory Client in the securities of the entity on whose board you serve. 2. An undertaking not to disclose material non-public information about that entity to other Advisory Employees. 3. An undertaking not to participate in discussions with or decisions by other Advisory Employees relating to the entity on whose board you serve. Any entity on whose board an Advisory Employee serves will be included on the "restricted list" referenced in subsection A, above. IV. EXEMPTIONS The Compliance Committee, in its discretion, may grant case-by-case exceptions to any of the foregoing requirements, restrictions or prohibitions, except that the Compliance Committee may not exempt any Investment Transaction in a Security (other than an Exempt Security) or a Futures Contract from the Policy's reporting requirements. Exemptions from the Policy's prior notification requirements and from the Policy's restrictions on acquisitions in initial public offerings, short-term trading and trading during blackout periods will require a determination by the Compliance Committee that the exempted transaction does not involve a realistic possibility of violating the general principles described at the beginning of this Policy. An application for a case-by-case exemption, in accordance with this paragraph, should be made IN WRITING to the Compliance Officer, who will promptly forward that written request to the members of the Compliance Committee. V. COMPLIANCE A. CERTIFICATIONS 1. UPON RECEIPT OF THIS POLICY Upon commencement of your employment or the effective date of this Policy, whichever occurs later, you will be required to acknowledge receipt of your copy of this Policy by completing and returning to the Compliance Officer a copy of the form attached hereto as Appendix II. By that acknowledgment, you will also agree: 1. To read the Policy, to make a reasonable effort to understand its provisions, and to ask the Compliance Officer questions about those provisions you find confusing or difficult to understand. 2. To comply with the Policy, including its general principles, its reporting requirements, its prohibitions, its prior notification requirements, its short-term trading and blackout restrictions. 3. To advise the members of your Immediate Family about the existence of the Policy, its applicability to their personal Investment Transactions, and your responsibility to assure that their personal Investment Transactions comply with the Policy. 4. To cooperate fully with any investigation or inquiry by or on behalf of the Compliance Officer or the Compliance Committee to determine your compliance with the provisions of the Policy. In addition, your acknowledgment will recognize that any failure to comply with the Policy and to honor the commitments made by your acknowledgment may result in disciplinary action, including dismissal. 2. ANNUAL CERTIFICATE OF COMPLIANCE You are required to certify on an annual basis, on a copy of the form attached hereto as Appendix III, that you have complied with each provision of your initial acknowledgment (see above). In particular, your annual certification will require that you certify that you have read and that you understand the Policy, that you recognize that you are subject to its provisions, that you complied with the requirements of the Policy during the year period just ended to which it applies, and that you have disclosed, reported, or caused to be reported all Investment Transactions required to be disclosed or reported pursuant to the requirements of the Policy and that you have disclosed, reported or caused to be reported all Personal Accounts and Related Accounts that hold or are likely to hold a Security or Futures Contract in which you have a Beneficial Ownership interest. In addition, you will be required to confirm the accuracy of the record of information on file with the Advisor with respect to such Personal Accounts and Related Accounts. If you have a Beneficial Ownership Interest in a Security or Futures Contract that is not reported to the Compliance Officer on a periodic basis through Duplicate Broker Reports, that has not been reported to the Compliance Officer through the Duplicate Reports provided by a broker-dealer or futures commission merchant, then you must complete the Annual Holdings Report (Appendix III-A) as described under Section II.B.6 above and submit it to the Compliance Officer at the time you make your Annual Certification of Compliance. The information in the Annual Holdings Report must be current as of a date no more than 30 days before the report is submitted. B. SUPERVISORY PROCEDURES 1. THE COMPLIANCE COMMITTEE The Policy will be implemented, monitored and reviewed by the Compliance Committee. The initial members of the Compliance Committee will be appointed by the management committee of BlackRock. The Compliance Committee, by a simple majority of its members, may appoint new members of the Committee, may replace existing members of the Committee, and may fill vacancies on the Committee. Among other responsibilities, the Compliance Committee will consider requests for case-by-case exemptions (described above) and will conduct investigations (described below) of any actual or suspected violations of the Policy. The Compliance Committee will determine what remedial actions, if any, should be taken by an Advisor in response to a violation of the Policy. The Compliance Committee will also provide reports (described below) regarding significant violations of the Policy and the procedures to implement the Policy. The Compliance Committee may recommend changes to those procedures or to the Policy to the management of the Advisors. Finally, the Compliance Committee will designate one person to act as Compliance Officer for all Advisors. 2. THE COMPLIANCE OFFICER The Compliance Officer designated by the Compliance Committee will be responsible for the day-to-day administration of the Policy for all Advisors, subject to the direction and control of the Compliance Committee. Based on information supplied by the management of each Advisor, the Compliance Officer will forward a copy of the Policy to each Advisory Employee subject to the Policy and will notify each such person of his or her designation as an Advisory Employee, Portfolio Employee or Portfolio Manager. The Compliance Officer will also be responsible for administration of the reporting and prior notification functions described in the Policy, and will maintain the reports required by those functions. In addition, the Compliance Officer will attempt to answer any questions from an Advisory Employee regarding the interpretation or administration of the Policy. When necessary or desirable, the Compliance Officer will consult with the Compliance Committee about such questions. The Compliance Officer may designate one or more Assistant Compliance Officers to whom the Compliance Officer may delegate any of the duties described in this paragraph or in the succeeding paragraph, and who shall be empowered to act on the Compliance Officer's behalf when the Compliance Officer is absent or unavailable. 3. POST-TRADE MONITORING AND INVESTIGATIONS The Compliance Officer will review the Duplicate Broker Reports and other information supplied for each Advisory Employee so that the Compliance Officer can detect and prevent potential violations of the Policy. This information may also be disclosed to the Advisor's auditors, attorneys and regulators. If, based on his or her review of information supplied for an Advisory Employee, or based on other information, the Compliance Officer suspects that the Policy may have been violated, the Compliance Officer will perform such investigations and make such inquiries as he or she considers necessary. You should expect that, as a matter of course, the Compliance Officer will make inquiries regarding any personal Investment Transaction in a Security or Futures Contract that occurs on the same day as a transaction in the same Security or Futures Contract on behalf of an Advisory Client. If the Compliance Officer reaches a preliminary conclusion that an Advisory Employee may have violated this Policy, the Compliance Officer will report that preliminary conclusion in a timely manner to the Compliance Committee and will furnish to the Committee all information that relates to the Compliance Officer's preliminary conclusion. The Compliance Officer may also report his or her preliminary conclusion and the information relating to that preliminary conclusion to the Advisor's auditors, attorneys and regulators. Promptly after receiving the Compliance Officer's report of a possible violation of the Policy, the Compliance Committee, with the aid and assistance of the Compliance Officer, will conduct an appropriate investigation to determine whether the Policy has been violated and will determine what remedial action should be taken by the Advisor in response to any such violation(s). For purposes of these determinations, a majority of the Compliance Committee will constitute a quorum and action taken by a simple majority of that quorum will constitute action by the Committee. 4. REMEDIAL ACTIONS The remedial actions that may be recommended by the Compliance Committee may include, but are not limited to, disgorgement of profits, imposition of a fine, censure, demotion, suspension or dismissal. As part of any sanction, E.G., for violation of the Policy's restrictions on short-term trading or trading during blackout periods, you may be required to reverse or unwind a transaction and to forfeit any profit or to absorb any loss from the transaction. If an Investment Transaction may not be reversed or unwound, you may be required to disgorge any profits associated with the transaction, which profits will be distributed in a manner prescribed by the Compliance Committee in the exercise of its discretion. Profits derived from Investment Transactions in violation of this Policy may not be offset by any losses from Investment Transactions in violation of this Policy. Finally, evidence suggesting violations of criminal laws will be reported to the appropriate authorities, as required by applicable law. In determining what, if any, remedial action is appropriate in response to a violation of the Policy, the Compliance Committee will consider, among other factors, the gravity of your violation, the frequency of your violations, whether any violation caused harm or the potential of harm to any Advisory Client, whether you knew or should have known that your Investment Transaction violated the Policy, whether you engaged in an Investment Transaction with a view to making a profit on the anticipated market action of a transaction by an Advisory Client, your efforts to cooperate with the Compliance Officer's investigation, and your efforts to correct any conduct that led to a violation. In rare instances, the Compliance Committee may find that, for equitable reasons, no remedial action should be taken. 5. REPORTS OF MATERIAL VIOLATIONS In a timely manner, and not less frequently than annually, the Compliance Committee will report to the management committee of BlackRock, and to the directors or trustees of each investment company that is an Advisory Client, any known material violation of the Policy and sanctions imposed in response to the material violation. Evidence suggesting violations of criminal laws will be reported to the appropriate authorities, as required by applicable law. 6. ANNUAL REPORTS The Compliance Committee will furnish an annual report to the management committee of BlackRock, and to the directors or trustees of each investment company that is an Advisory Client, that, at a minimum, will: 1. Summarize existing procedures and restrictions concerning personal investing by Advisory Employees and any changes in those procedures and restrictions that were made during the previous year; 2. Describes any issues arising under the Policy since the last report, including, but not limited to, information about any material violations of the Policy or procedures and the sanctions imposed in response to those violations; and 3. Describe any changes in existing procedures or restrictions that the Compliance Committee recommends based upon its experience under the Policy, evolving industry practices, or developments in applicable laws or regulations. VI. EFFECTIVE DATE The provisions of this Policy will take effect on October 1, 1998. Amendments to this Policy will take effect at the time such amendments are promulgated and distributed to the Advisory Employees governed by this Policy. APPENDIX I DEFINITIONS OF CAPITALIZED TERMS The following definitions apply to the capitalized terms used in the Policy: ADVISOR The term "Advisor" means any entity affiliated with BlackRock, whether now in existence or formed after the date hereof, that is registered as (i) an investment advisor under the Investment Advisers Act of 1940, as amended, or (ii) a broker-dealer under the Securities Exchange Act of 1934, as amended, other than any such investment advisor or broker-dealer that has adopted its own employee investment transaction policy. ADVISORY CLIENT The term "Advisory Client" means a registered investment company, an institutional investment client, a personal trust or estate, a guardianship, an employee benefit trust, or another client with which the Advisor by which you are employed or with which you are associated has an investment management, advisory or sub-advisory contract or relationship. ADVISORY EMPLOYEE The term "Advisory Employee" means an officer, director, or employee of an Advisor, or any other person identified as a "control person" on the Form ADV or the Form BD filed by the Advisor with the U.S. Securities and Exchange Commission, (1) who, in connection with his or her regular functions or duties, generates, participates in, or obtains information regarding that Advisor's purchase or sale of a Security by or on behalf of an Advisory Client; (2) whose regular functions or duties relate to the making of any recommendations with respect to such purchases or sales; or (3) who obtains information or exercises influence concerning investment recommendations made to an Advisory Client of that Advisor or who has line oversight or management responsibilities over employees who obtain such information or who exercise such influence. BENEFICIAL OWNERSHIP As a GENERAL MATTER, you are considered to have a "Beneficial Ownership" interest in a Security or Futures Contract if you have the opportunity, directly or indirectly, to profit or share in any profit derived from a transaction in that Security. YOU ARE PRESUMED TO HAVE A BENEFICIAL OWNERSHIP INTEREST IN ANY SECURITY OR FUTURES CONTRACT HELD, INDIVIDUALLY OR JOINTLY, BY YOU AND/OR BY A MEMBER OF YOUR IMMEDIATE FAMILY (AS DEFINED BELOW). In addition, unless specifically excepted by the Compliance Officer based on a showing that your interest or control is sufficiently attenuated to avoid the possibility of a conflict, you will be considered to have a Beneficial Ownership interest in a Security or Futures Contract held by: (1) a JOINT ACCOUNT to which you are a party, (2) a PARTNERSHIP in which you are a general partner, (3) a LIMITED LIABILITY COMPANY in which you are a manager-member, or (4) a TRUST in which you or a member of your Immediate Family has a pecuniary interest. Although you may have a Beneficial Ownership interest in a Security or Futures Contract held in a Fully Discretionary Account (as defined below), the application of this Policy to such a Security or Futures Contract may be modified by the special exemptions provided for Fully Discretionary Accounts. As a TECHNICAL MATTER, the term "Beneficial Ownership" for purposes of this Policy will be interpreted in the same manner as it would be under SEC Rule 16a-1(a)(2) in determining whether a person has beneficial ownership of a security for purposes of Section 16 of the Securities Exchange Act of 1934 and the rules and regulations thereunder. BLACKROCK The term "BlackRock" means BlackRock, Inc. COMPLIANCE COMMITTEE The term "Compliance Committee" means the committee of persons who have responsibility for implementing, monitoring and reviewing the Policy, in accordance with Section V(B)(1) of the Policy. COMPLIANCE OFFICER The term "Compliance Officer" means the person designated by the Compliance Committee as responsible for the day-to-day administration of the Policy in accordance with Section V(B)(2) of the Policy. DUPLICATE BROKER REPORTS The term "Duplicate Broker Reports" means duplicate copies of confirmations of transactions in your Personal or Related Accounts and of periodic statements for those accounts. EXEMPT SECURITY The term "Exempt Security" means any Security (as defined below) not included within the definition of Security in SEC Rule 17j-1(ea)(54) under the Investment Company Act of 1940, as amended, including: 1. A direct obligation of the Government of the United States; 2. Shares of registered open-end investment companies; and 3. HIGH QUALITY SHORT-TERM DEBT INSTRUMENTS, including, but not limited to, bankers' acceptances, bank certificates of deposit, commercial paper and repurchase agreements. For these purposes, a "HIGH QUALITY SHORT-TERM DEBT INSTRUMENT" means any instrument having a maturity at issuance of less than 366 days and which is rated in one of the highest two rating categories by a Nationally Recognized Statistical Rating Organization, or which is unrated but is of comparable quality. 4. For Advisory Employees employed by BlackRock International, Ltd., shares of authorized unit trusts, open-ended investment companies (OEIC's) and direct obligations of the Government of the United Kingdom. FIXED INCOME SECURITIES For purposes of this Policy, the term "Fixed Income Securities" means fixed income Securities issued by agencies or instrumentalities of, or unconditionally guaranteed by, the Government of the United States, corporate debt Securities, mortgage-backed and other asset-backed Securities, fixed income Securities issued by state or local governments or the political subdivisions thereof, structured notes and loan participations, foreign government debt Securities, and debt Securities of international agencies or supranational agencies. For purposes of this Policy, the term "Fixed Income Securities" will not be interpreted to include U.S. Government Securities or any other Exempt Security (as defined above). FULLY DISCRETIONARY ACCOUNT The term "Fully Discretionary Account" means a Personal Account or Related Account (as defined below) managed or held by a broker-dealer, futures commission merchant, investment advisor or trustee as to which neither you nor an Immediate Family Member (as defined below): (a) exercises any investment discretion; (b) suggests or receives notice of transactions prior to their execution; and (c) otherwise has any direct or indirect influence or control. In addition, to qualify as a Fully Discretionary Account, the individual broker, registered representative or merchant responsible for that account must not be responsible for nor receive advance notice of any purchase or sale of a Security or Futures Contract on behalf of an Advisory Client. To qualify an account as a Fully Discretionary Account, the Compliance Officer must receive and approve a written notice, in the form attached hereto as Appendix VIII, that the account meets the foregoing qualifications as a Fully Discretionary Account. FUTURES CONTRACT The term "Futures Contract" includes (a) a futures contract and an option on a futures contract traded on a U.S. or foreign board of trade, such as the Chicago Board of Trade, the Chicago Mercantile Exchange, the New York Mercantile Exchange, or the London International Financial Futures Exchange (a "Publicly-Traded Futures Contract"), as well as (b) a forward contract, a "swap", a "cap", a "collar", a "floor" and an over-the-counter option (other than an option on a foreign currency, an option on a basket of currencies, an option on a Security or an option on an index of Securities, which fall within the definition of "Security") (a "Privately-Traded Futures Contract"). You should consult with the Compliance Officer if you have any doubt about whether a particular Investment Transaction you contemplate involves a Futures Contract. For purposes of this definition, a Publicly-Traded Futures Contract is defined by its expiration month, I.E., a Publicly-Traded Futures Contract on a U.S. Treasury Bond that expires in June is treated as a separate Publicly-Traded Futures Contract, when compared to a Publicly-Traded Futures Contract on a U.S. Treasury Bond that expires in July. IMMEDIATE FAMILY The term "Immediate Family" means any of the following persons who RESIDE IN YOUR HOUSEHOLD OR WHO DEPEND ON YOU FOR BASIC LIVING SUPPORT: your spouse, any child, stepchild, grandchild, parent, stepparent, grandparent, sibling, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, or sister-in-law, including any adoptive relationships. INVESTMENT TRANSACTION For purposes of this Policy, the term "Investment Transaction" means any transaction in a Security or Futures Contract in which you have, or by reason of the transaction will acquire, a Beneficial Ownership interest. The exercise of an option to acquire a Security or Futures Contract is an Investment Transaction in that Security or Futures Contract. PERSONAL ACCOUNT The term "Personal Account" means the following accounts that hold or are likely to hold a Security or Futures Contract in which you have a Beneficial Ownership interest: - any account in your individual name; - any joint or tenant-in-common account in which you have an interest or are a participant; - any account for which you act as trustee, executor, or custodian; and - any account over which you have investment discretion or have the power (whether or not exercised) to direct the acquisition or disposition of Securities or Futures Contracts (other than an Advisory Client's account that you manage or over which you have investment discretion), including the accounts of any individual or entity that is managed or controlled directly or indirectly by or through you. There is a presumption that you can control accounts held by members of your Immediate Family sharing the same household. This presumption may be rebutted only by convincing evidence. POLICY The term "Policy" means this Employee Investment Transaction Policy. PORTFOLIO EMPLOYEE The term "Portfolio Employee" means a Portfolio Manager or an Advisory Employee who provides information or advice to a Portfolio Manager, who helps execute a Portfolio Manager's decisions, or who directly supervises a Portfolio Manager. PORTFOLIO MANAGER The term "Portfolio Manager" means any employee of an Advisor who has the authority, whether sole or shared or only from time to time, to make investment decisions or to direct trades affecting an Advisory Client. RELATED ACCOUNT The term "Related Account" means any account, other than a Personal Account, that holds a Security or Futures Contract in which you have a direct or indirect Beneficial Ownership interest (other than an account over which you have no investment discretion and cannot otherwise exercise control) and any account (other than an Advisory Client's account) of any individual or entity to whom you give advice or make recommendations with regard to the acquisition or disposition of Securities or Futures Contracts (whether or not such advice is acted upon). RELATED SECURITY The term "Related Security" means, as to any Security, any instrument related in value to that Security, including, but not limited to, any option or warrant to purchase or sell that Security, and any Security convertible into or exchangeable for that Security. For example, the purchase and exercise of an option to acquire a Security is subject to the same restrictions that would apply to the purchase of the Security itself. SECURITY As a GENERAL MATTER, the term "Security" means any stock, note, bond, debenture or other evidence of indebtedness (including any loan participation or assignment), limited partnership interest, or investment contract, OTHER THAN AN EXEMPT SECURITY (as defined above). The term "Security" includes an OPTION on a Security, an index of Securities, a currency or a basket of currencies, including such an option traded on the Chicago Board of Options Exchange or on the New York, American, Pacific or Philadelphia Stock Exchanges as well as such an option traded in the over-the-counter market. The term "Security" does NOT include a physical commodity or a Futures Contract. The term "Security" may include an interest in a limited liability company (LLC) or in a private investment fund. As a TECHNICAL MATTER, the term "Security" has the meaning set forth in Section 2(a)(36) of the Investment Company Act of 1940, which defines a Security to mean: Any note, stock, treasury stock, bond debenture, evidence of indebtedness, certificate of interest or participation in any profit-sharing agreement, collateral-trust certificate, preorganization certificate or subscription, transferable share, investment contract, voting-trust certificate, certificate of deposit for a security, fractional undivided interest in oil, gas, or other mineral rights, any put, call, straddle, option, or privilege on any security (including a certificate of deposit) or on any group or index of securities (including any interest therein or based on the value thereof), or any put, call, straddle, option, or privilege entered into on a national securities exchange relating to foreign currency, or, in general, any interest or instrument commonly known as a "security", or any certificate of interest or instrument commonly known as a "security", or any certificate of interest or participation in, temporary or interim certificate for, receipt for, guarantee of, warrant or right to subscribe to or purchase any of the foregoing, EXCEPT THAT the term "Security" does not include any Security that is an Exempt Security (as defined above), a Futures Contract (as defined above), or a physical commodity (such as foreign exchange or a precious metal). APPENDIX II ACKNOWLEDGMENT OF RECEIPT OF THE POLICY To: ------------------------------ Compliance Officer I hereby acknowledge that I have received the Employee Investment Transaction Policy (the "Policy").(10) I hereby agree: 1. To read the Policy, to make a reasonable effort to understand its provisions, and to ask questions about those provisions I find confusing or difficult to understand. 2. To comply with the Policy, including its general principles, its reporting requirements, its prior notification requirements, its prohibitions, its short-term trading and blackout restrictions, and its provisions regarding insider trading and service as a director. 3. To advise the members of my Immediate Family about the existence of the Policy, its applicability to their personal Investment Transactions, and my responsibility to assure that their personal Investment Transactions comply with the Policy. 4. To cooperate fully with any investigation or inquiry by or on behalf of the Compliance Officer or the Compliance Committee to determine my compliance with the provisions of the Policy. I recognize that any failure to comply with the Policy and to honor the commitments made in this acknowledgment may result in disciplinary action, including dismissal. Date: --------------- ------------------------------ Signature ------------------------------ Print Name - ---------- (10) The Policy uses various capitalized terms, which are defined in Appendix I to the Policy. The capitalized terms used in this acknowledgment have the same definitions. APPENDIX III ANNUAL CERTIFICATION OF COMPLIANCE To: Bart Battista Compliance Officer I hereby certify that I have complied with the Employee Investment Transaction Policy (the "Policy") that applied to me during the period July 1, 2000, through July 31, 2001.(11) In addition, I hereby certify that: 1. I have read the Policy, have made a reasonable effort to understand its provisions, and have had the opportunity to ask questions about those provisions I may have found confusing or difficult to understand. 2. I am subject to the Policy. 3. I have complied with the Policy, including its general principles, its reporting requirements, and its prior notification requirements. 4. I have disclosed, reported, or caused to be reported all Investment Transactions required to be disclosed or reported under the Policy. 5. I have disclosed, reported or caused to be reported all Personal Accounts and Related Accounts that hold or are likely to hold a Security or Futures Contract in which I have a Beneficial Ownership interest. 6. The attached Report of Accounts, currently on file with the Legal & Compliance Department, is an accurate record of all my Personal Accounts and Related Accounts that hold or are likely to hold a Security or Futures Contract in which I have a Beneficial Ownership interest. 7. I have reported on the attached Annual Holdings Report any Security or Futures Contract in which I have a Beneficial Ownership interest in and is not held in my reported Personal Accounts and Related Accounts. I acknowledge that I must cooperate fully with any investigation or inquiry by or on behalf of the Compliance Officer to determine my compliance with the provisions of the Policy, and I recognize that any failure to comply with the Policy and any false statement in this certification may result in disciplinary action, including dismissal. Date: --------------- ------------------------------ Signature ------------------------------ Print Name - ---------- (11) The Policy uses various capitalized terms, which are defined in Appendix I to the Policy. The capitalized terms used in this certification have the same definitions. APPENDIX III-A ANNUAL HOLDINGS REPORT To: Bart Battista ---------------------------------------- Compliance Officer Name of Company From: ------------------------- ---------------------------------------- Employee Name Employee Title In accordance with the Employee Investment Transaction Policy (the "Policy") to which I am subject, I have supplied the following information for each and every Security or Futures Contract in which I have a Beneficial Ownership interest and is not held in my reported Personal Accounts and Related Accounts.
PERSON WHO DESCRIPTION OWNS THE SECURITY OF THE SECURITY VALUATION OR FUTURES CONTRACT OR FUTURES CONTRACT QUANTITY VALUE DATE CUSTODIAN -------------------- -------------------- ---------- ---------- ---------- ---------- (a) -------------------- -------------------- ---------- ---------- ---------- ---------- (b) -------------------- -------------------- ---------- ---------- ---------- ---------- (c) -------------------- -------------------- ---------- ---------- ---------- ---------- (d) -------------------- -------------------- ---------- ---------- ---------- ---------- (e) -------------------- -------------------- ---------- ---------- ---------- ---------- (f) -------------------- -------------------- ---------- ---------- ---------- ----------
(Attach additional sheets if necessary) I hereby certify that the information provided on this form is current as of no more than 30 days before the date of this report and I have identified all of the Securities and Futures Contracts in which I have a Beneficial Ownership interest and are not held in my reported Personal and Related accounts. Date: --------------- ------------------------------ Signature ------------------------------ Print Name Attachments APPENDIX IV INITIAL REPORT OF ACCOUNTS To: ------------------------- ---------------------------------------- Compliance Officer Name of Company From: ------------------------- ---------------------------------------- Employee Name Employee Title In accordance with the Employee Investment Transaction Policy (the "Policy") to which I am subject, I have attached to this form copies of the most recent statements for each and every Personal Account and Related Account, including Fully Discretionary Accounts, that holds or is likely to hold a Security or Futures Contract in which I have a Beneficial Ownership interest, as well as copies of confirmations for any and all transactions subsequent to the effective dates of those statements.(12) In addition, I hereby supply the following information for each and every Personal Account and Related Account in which I have a Beneficial Ownership interest for which I CANNOT supply the most recent account statement: (1) The person in whose name the account is held (if different from mine): ----------------------------------- The relationship of that person to me: ----------------------------------- (2) Name of the firm (E.G. securities broker- dealer or futures commission merchant) at which the account is maintained: ----------------------------------- Address of that firm: ----------------------------------- ----------------------------------- The account number at that firm: ----------------------------------- (3) Name of the representative responsible for that account: ----------------------------------- His or her telephone number: ----------------------------------- - ---------- (12) The Policy uses various capitalized terms, which are defined in Appendix I to the Policy. The capitalized terms used in this certification have the same definitions. (4) Account holdings: IDENTITY OF SECURITY OR VALUATION FUTURES CONTRACT QUANTITY VALUE DATE ------------------------------ ---------- ---------- ---------- (a) ------------------------------ ---------- ---------- ---------- (b) ------------------------------ ---------- ---------- ---------- (c) ------------------------------ ---------- ---------- ---------- (d) ------------------------------ ---------- ---------- ---------- I also supply the following information for each and every Security or Futures Contract in which I have a Beneficial Ownership interest, to the extent this information is not available elsewhere on this form or from the statements and confirmations attached to this form:
PERSON WHO DESCRIPTION OWNS THE SECURITY OF THE SECURITY VALUATION OR FUTURES CONTRACT OR FUTURES CONTRACT QUANTITY VALUE DATE CUSTODIAN -------------------- -------------------- ---------- ---------- ---------- ---------- (a) -------------------- -------------------- ---------- ---------- ---------- ---------- (b) -------------------- -------------------- ---------- ---------- ---------- ---------- (c) -------------------- -------------------- ---------- ---------- ---------- ---------- (d) -------------------- -------------------- ---------- ---------- ---------- ---------- (e) -------------------- -------------------- ---------- ---------- ---------- ---------- (f) -------------------- -------------------- ---------- ---------- ---------- ----------
(Attach additional sheets if necessary) I hereby certify that this form and the documents attached hereto (if any) identify all of the Securities and Futures Contracts in which I have a Beneficial Ownership interest as of this date. Date: --------------- ------------------------------ Signature ------------------------------ Print Name Attachments APPENDIX V - A (FOR PERSONS NOT ASSOCIATED WITH BLACKROCK INVESTMENTS, INC.) REQUEST FOR DUPLICATE BROKER REPORTS ------------------- Date To: -------------------------------------------------- Broker-Dealer Or Futures Commission Merchant -------------------------------------------------- Address -------------------------------------------------- City, State and Zip Code In accordance with the Employee Investment Transaction Policy to which I am subject, I hereby request that you send to the Compliance Department duplicate copies of confirmations of all transactions in my accounts with your firm and duplicate copies of all periodic reports for those accounts: ATTENTION: COMPLIANCE DEPARTMENT BLACKROCK FINANCIAL MANAGEMENT, INC. P.O. BOX 4459 NEW YORK, NY 10163 According to my records, duplicate copies of confirmations and periodic reports should be supplied for the following accounts: ----------------------------- Account No. ----------------------------- Account No. ----------------------------- Account No. I will notify you if my address or the address of the Compliance Department changes. Please note that I am not permitted to purchase initial public offerings under the Policy. Thank you. Sincerely, ------------------------------ Print Name Under Signature cc: ------------------------------ Compliance Officer APPENDIX V - B (FOR PERSONS ASSOCIATED WITH BLACKROCK INVESTMENTS, INC.) REQUEST FOR DUPLICATE BROKER REPORTS ------------------- Date To: -------------------------------------------------- Broker-Dealer Or Futures Commission Merchant -------------------------------------------------- Address -------------------------------------------------- City, State and Zip Code In accordance with the Employee Investment Transaction Policy to which I am subject, I hereby request that you send to the Compliance Department duplicate copies of confirmations of all transactions in my accounts with your firm and duplicate copies of all periodic reports for those accounts: ATTENTION: COMPLIANCE DEPARTMENT BLACKROCK FINANCIAL MANAGEMENT, INC. P.O. BOX 4459 NEW YORK, NY 10163 According to my records, duplicate copies of confirmations and periodic reports should be supplied for the following accounts: ----------------------------- Account No. ----------------------------- Account No. ----------------------------- Account No. I will notify you if my address or the address of the Compliance Department changes. Please note that I am associated and registered with BlackRock Investments, Inc., a broker dealer and NASD member firm. Thank you. Sincerely, ------------------------------ Print Name Under Signature cc: ------------------------------ Compliance Officer APPENDIX VI INVESTMENT TRANSACTION PRIOR NOTIFICATION FORM This form must be submitted to the Compliance Officer before executing any Investment Transaction for which prior notification is required under the Employee Investment Transaction Policy (the "Policy"). Before completing this form, you should review the Policy, including the terms defined in the Policy. The capitalized terms used in this form are governed by those definitions. In addition, the Policy provides information regarding your prior notification obligations under the Policy, and information regarding the Transactions, Securities and Futures Contracts that are exempt from the Policy's prior notification requirement.(13) No Investment Transaction subject to prior notification may be effected prior to receipt of notice by the Compliance Officer that the prior notification process has been completed. Unless otherwise specified, an Investment Transaction requiring prior notification must be placed and executed by the end of trading in New York City on the day of notice from the Compliance Officer. If a proposed Investment Transaction is not executed (with the exception of a limit order) within the time specified, you must repeat the prior notification process before executing the transaction. A notice from the Compliance Officer is no longer effective if you discover, prior to executing your Investment Transaction, that the information on this form is no longer accurate or if the Compliance Officer revokes his or her notice for any other reason. (1) Your name: -----------------------------------
TRANSACTION 1 TRANSACTION 2 TRANSACTION 3 -------------------- -------------------- -------------------- (2) If the Investment Transaction will be in someone else's name or in the name of a trust, the name of that person or trust: -------------------- -------------------- -------------------- The relationship of that person or trust to you: -------------------- -------------------- -------------------- (3) Name of the firm (E.G., securities broker-dealer, futures commission merchant) through which the Investment Transaction will be executed: -------------------- -------------------- -------------------- The relevant account number at that firm: -------------------- -------------------- -------------------- (4) Issuer of the Security or identity of the Futures Contract for which prior notification is being given: -------------------- -------------------- -------------------- The relevant CUSIP number or call symbol: -------------------- -------------------- -------------------- (5) The maximum number of shares, units or contracts for which prior notification is being given, or the market value or face amount of the Securities for which prior notification is being given: -------------------- -------------------- -------------------- (6) The type of Investment Transaction ___ Purchase ___ Purchase ___ Purchase for which prior notification is ___ Sale ___ Sale ___ Sale being given (check all that apply): ___ Market Order ___ Market Order ___ Market Order ___ Limit Order ___ Limit Order ___ Limit Order Price of Limit Price of Limit Price of Limit Order:______ Order:______ Order:______ PLEASE ANSWER THE FOLLOWING QUESTIONS TO THE BEST OF YOUR KNOWLEDGE AND BELIEF: (a) Do you possess material nonpublic information regarding the Security or Futures Contract identified above or regarding the issuer of that Security? Yes No Yes No Yes No ----- ----- ----- ----- ----- ----- (b) Are you aware of a pending buy or sell order on behalf of an Advisory Client for the Security or Futures Contract identified above or for a Security for which the Security identified above is a Related Security? Yes No Yes No Yes No ----- ----- ----- ----- ----- -----
- ---------- (13) Unless an exemption applies, prior notification is required for any Investment Transaction in Securities, Related Securities or Futures Contracts in a Personal Account or a Related Account, or in which you otherwise have or will acquire a Beneficial Ownership Interest. (c) Do you intend or do you know of another's intention to purchase or sell the Security or Futures Contract identified above, or a Security for which the Security identified above is a Related Security, on behalf of an Advisory Client? Yes No Yes No Yes No ----- ----- ----- ----- ----- ----- (d) If you are a Portfolio Employee, are you actively considering or have you actively considered and rejected for purchase or sale for an Advisory Client, within the most recent 15 calendar days, the Security or Futures Contract identified above or a Security for which the Security identified above is a Related Security? (Note: the purchase, sale, or rejection of an opportunity to purchase or sell the Security or Futures Contract for an Advisory Client would require an affirmative response to this question.) Yes No Yes No Yes No ----- ----- ----- ----- ----- ----- (e) If you are a Portfolio Manager, has an Advisory Client for which you are responsible purchased or sold, within the most recent 7 calendar days, the Security or Futures Contract identified above or a Security for which the Security identified above is a Related Security? Yes No Yes No Yes No ----- ----- ----- ----- ----- ----- (f) Is the Security being acquired in an initial public offering?(14) Yes No Yes No Yes No ----- ----- ----- ----- ----- ----- (g) If you are a Portfolio Employee, are you acquiring or did you acquire Beneficial Ownership of the Security in a private placement?(15) Yes No Yes No Yes No ----- ----- ----- ----- ----- ----- (h) Have you purchased or sold the same Securities and/or Related Security or have you acquired or disposed of a Beneficial Ownership Interest in the same and/or Related Securities, within the past 60 calendar days?(16) Yes No Yes No Yes No ----- ----- ----- ----- ----- -----
BY EXECUTING THIS FORM, YOU HEREBY CERTIFY THAT YOU HAVE REVIEWED THE EMPLOYEE INVESTMENT TRANSACTION POLICY AND BELIEVE THAT THE INVESTMENT TRANSACTION FOR WHICH YOU ARE GIVING PRIOR NOTIFICATION COMPLIES WITH THE GENERAL PRINCIPLES AND THE SPECIFIC REQUIREMENTS OF THE POLICY. ---------------------------------------- Employee Signature ---------------------------------------- Print or Type Name ---------------------------------------- Date Submitted The prior notification process for the Investment Transaction(s) described above has been completed. Yes No Yes No Yes No ----- ----- ----- ----- ----- -----
---------------------------------------- Compliance Officer ---------------------------------------- Date And Time Of Notice - ---------- (14) Under the Policy, Portfolio Employees generally are not permitted to acquire Securities in an initial public offering. (15) The Policy applies special rules to the acquisition of Securities through a private placement and to the disposition of Securities acquired through a private placement. (16) Under the Policy, you may not profit from short-term trades in Securities. This rule does not apply to transactions in Exempt Securities, open-end mutual fund shares, or Futures Contracts or to investments held in Fully Discretionary Accounts. APPENDIX VII FULLY DISCRETIONARY ACCOUNT FORM LETTER TO BROKER-DEALER OR FUTURES COMMISSION MERCHANT ------------------ Date - --------------------------------------------- (Representative) - --------------------------------------------- (Broker-Dealer Or Futures Commission Merchant) - --------------------------------------------- (Address) - --------------------------------------------- (City, State and Zip Code) Dear ________________: We understand that _______________ (employee or persons related to employee) seeks to establish a Fully Discretionary Account with your firm. ________________ (employee) is an Advisory Employee of ____________ (Company) and, as such, must observe an Employee Investment Transaction Policy ("Policy") that imposes certain reporting obligations and various restrictions on investments made by its Advisory Employees. Transactions in a Fully Discretionary Account are exempt from the Policy's reporting obligations and from most of the Policy's restrictions. TWO OF THE RESTRICTIONS THAT CONTINUE TO APPLY, EVEN TO FULLY DISCRETIONARY ACCOUNTS, ARE THE POLICY'S RESTRICTIONS ON ACQUISITIONS OF SECURITIES IN INITIAL PUBLIC OFFERINGS AND THROUGH PRIVATE PLACEMENTS. IN ADDITION, NO INVESTMENT IN A FULLY DISCRETIONARY ACCOUNT SHOULD BE MADE IN SECURITIES ISSUED, SPONSORED OR MANAGED BY ____________ (COMPANY), ITS PARENTS, SUBSIDIARIES OR AFFILIATES, INCLUDING THE PNC FINANCIAL SERVICES GROUP, INC., BLACKROCK, INC., ANY INVESTMENT ADVISORY COMPANY OR BROKER-DEALER AFFILIATED WITH BLACKROCK, INC., OR ANTHRACITE CAPITAL, INC. To qualify any account that _________________ (employee) establishes with your firm as a Fully Discretionary Account, you must complete and return to me the form I have enclosed. Please let me know if you have any questions about any of these matters. Sincerely yours, ------------------------- (Compliance Officer) Enclosure cc: ------------------------------ (Employee) FORM TO BE EXECUTED BY BROKER-DEALER OR FUTURES COMMISSION MERCHANT To: ------------------------------ Compliance Officer ------------------------------ (Company) REPRESENTATIONS REGARDING FULLY DISCRETIONARY ACCOUNT I, _________________ , a representative of __________________ (broker-dealer or futures commission merchant), hereby represent and confirm that: 1. I understand that ________________ (customer) is an Advisory Employee of ____________ (Company) and, as such, must observe an Employee Investment Transaction Policy ("Policy") that imposes certain reporting obligations and various restrictions on investments made by its Advisory Employees. 2. I understand that the Policy exempts transactions in a Fully Discretionary Account from those reporting obligations and from most of those restrictions. 3. I also understand that a Fully Discretionary Account must meet certain qualifications, and that I am being asked to make the following representations to determine whether the account(s) ________________ (customer) seeks to establish with our firm meet those qualifications. 4 As to the following listed accounts to be managed or held by our firm, neither ________________ (customer) nor a member of his or her Immediate Family: a. Exercises or will exercise any investment discretion; b. Suggests or receives, or will suggest or receive, notice of transactions prior to their execution; and c. Otherwise has or will have any direct or indirect influence or control over the transactions in that/those account(s). ----------------------------- Account No. ----------------------------- Account No. ----------------------------- Account No. 5. I am not responsible for and I have not received nor do I expect to receive advance notice of any purchase or sale of a Security or Futures Contract on behalf of an Advisory Client of your firm. 6. No Securities will be acquired for any account referenced above through an initial public offering or private placement. 7. In addition, our firm will not acquire, for any account referenced above, securities that were issued by The PNC Financial Services Group, Inc. or any interest in a closed-end fund or real estate investment trust managed by BlackRock, Inc., an investment advisory company or broker-dealer affiliated with BlackRock, Inc., or Anthracite Capital, Inc. 8. I will notify you if any of the representations above is no longer accurate. ---------------------------------------- (Name) --------------- ---------------------------------------- Date (Broker-Dealer or Futures Commission Merchant) EX-99.B(P)(5) 9 a2068343zex-99_bp5.txt EXHIBIT 99.B(P)(5) CODE OF CONDUCT All of us within the Capital organization are responsible for maintaining the very highest ethical standards when conducting business. In keeping with these standards, we must never allow our own interests to be placed ahead of our shareholders' and clients' interests. Over the years we have earned a reputation for the highest integrity. Regardless of lesser standards that may be followed through business or community custom, we must observe exemplary standards of honesty and integrity. REPORTING VIOLATIONS If you know of any violation of our Code of Conduct, you have a responsibility to report it. Deviations from controls or procedures that safeguard the company, including the assets of shareholders and clients, should also be reported. You can report confidentially to: - Your manager or department head - CGC Audit Committee: Wally Stern - Chairman Donnalisa Barnum David Beevers Jim Brown Larry P. Clemmensen Roberta Conroy Bill Hurt - (emeritus) Sonny Kamm Mike Kerr Victor Kohn John McLaughlin Don O'Neal Tom Rowland John Smet Antonio Vegezzi Shaw Wagener Kelly Webb - - Mike Downer (213/486-9425) or any other lawyer in the CGC Legal Group - - Don Wolfe of Deloitte & Touche LLP (CGC's auditors). CGC GIFTS POLICY - CONFLICTS OF INTEREST A conflict of interest occurs when the private interests of associates interfere or could potentially interfere with their responsibilities at work. Associates must not place themselves or the company in a position of actual or potential conflict. Associates may not accept gifts worth more than $100, excessive business entertainment, loans, or anything else involving personal gain from those who conduct business with the company. In addition, a business entertainment event exceeding $200 in value should not be accepted unless the associate receives permission from the Gifts Policy Committee. REPORTING Although the limitations on accepting gifts applies to ALL associates as described above, some associates will be asked to fill out quarterly reports. If you receive a reporting form, you must report any gift exceeding $50 (although it is recommended that you report ALL gifts received) and business entertainment in which an event exceeds $75. GIFTS POLICY COMMITTEE The Gifts Policy Committee oversees administration of and compliance with the Policy. INSIDER TRADING Antifraud provisions of the federal securities laws generally prohibit persons while in possession of material nonpublic information from trading on or communicating the information to others. Sanctions for violations can include civil injunctions, permanent bars from the securities industry, civil penalties up to three times the profits made or losses avoided, criminal fines and jail sentences. While investment research analysts are most likely to come in contact with material nonpublic information, the rules (and sanctions) in this area apply to all CGC associates and extend to activities both within and outside each associate's duties. Although different standards may apply outside the U.S., CGC applies the same standard to all associates across all offices. Associates meeting with companies outside the U.S. should be aware that these companies may not be as sensitive to issues relating to material non-public information. PERSONAL INVESTING POLICY As an associate of the Capital Group companies, you may have access to confidential information. This places you in a position of special trust. You are associated with a group of companies that is responsible for the management of many billions of dollars belonging to mutual fund shareholders and other clients. The law, ethics and our own policy place a heavy burden on all of us to ensure that the highest standards of honesty and integrity are maintained at all times. There are several rules that must be followed to avoid possible conflicts of interest in personal securities transactions. ALL ASSOCIATES Information regarding proposed or partially completed plans by CGC companies to buy or sell specific securities must not be divulged to outsiders. Favors or preferential treatment from stockbrokers may not be accepted. Associates may not subscribe to ANY initial public offering (IPO). Generally, this prohibition applies to spouses of associates and any family member residing in the same household. However, an associate may request that the Personal Investing Committee consider granting an exception under special circumstances. COVERED PERSONS Associates who have access to investment information in connection with their regular duties are generally considered "covered persons." If you receive a quarterly personal securities transactions report form, you are a covered person. You will be provided a summary of CGC's Personal Investing Policy on a quarterly basis and a copy of the full policy annually. In addition, a copy of the Policy is always available on the CGC web home page. Covered persons must conduct their personal securities transactions in such a way that they do not conflict with the interests of the funds and client accounts. This policy also includes securities transactions of family members living in the covered person's household and any trust or custodianship for which the associate is trustee or custodian. A conflict may occur if you, a family member in the same household, a trust or custodianship for which you are trustee or custodian have a transaction in a security when the funds or client accounts are considering or concluding a transaction in the same security. Additional rules apply to "investment associates" including portfolio counselors/managers, research analysts, traders, portfolio control associates, and investment administration associates (see below). PRE-CLEARANCE OF SECURITIES TRANSACTIONS Before buying or selling securities, covered persons must check with the staff of the Personal Investing Committee. (You will generally receive a response within one business day.) If you are granted permission to trade, you will generally be given until the close of the New York Stock Exchange to complete your transaction, although some transactions may be granted up to two trading days (including the day you call) to complete. If you have not executed your transaction within this period, you must again pre-clear your transaction. Covered associates must PROMPTLY submit quarterly reports of certain transactions. Transactions of securities (including fixed-income securities) or options (see below) must be precleared as described above and reported EXCEPT that the following types of transactions ONLY NEED TO BE REPORTED BUT NOT PRE-CLEARED: - gifts or bequests (either receiving or giving) of securities (note that sales of securities received as a gift MUST be both precleared and reported); - debt instruments rated "A" or above by at least one national rating service; - sales pursuant to tender offers; - dividend reinvestment plan purchases (provided the purchase pursuant to such plan is made with dividend proceeds only); - options or futures on currencies; and - options or purchases or sales of the following broad-based index funds: - Diamonds - SPDRs - iShares S&P SmallCap 600 - iShares Dow Jones US Internet - iShares Dow Jones US Technology Sector - QQQ - The Technology Select Sector SPDR - TheStreet.com Internet Sector - Dow Jones Sector Titan Index In addition, THE FOLLOWING TRANSACTIONS NEITHER REQUIRE PRE-CLEARANCE NOR REPORTING: - open-end investment companies (mutual funds); - money market instruments with maturities of one year or less; - direct obligations of the U.S. Government; - bankers' acceptances, CDs or other commercial paper; and - commodities. NOTE THAT INVESTMENTS IN PRIVATE PLACEMENTS AND VENTURE CAPITAL PARTNERSHIPS MUST BE PRE-CLEARED AND REPORTED AND ARE SUBJECT TO SPECIAL REVIEW. YOU WILL RECEIVE REPORTING FORMS EACH QUARTER WHICH ARE DUE NO LATER THAN 10 DAYS AFTER THE END OF THE QUARTER. PERSONAL INVESTING SHOULD BE VIEWED AS A PRIVILEGE, NOT A RIGHT. AS SUCH, LIMITATIONS MAY BE PLACED ON THE NUMBER OF PRE-CLEARANCES AND/OR TRANSACTIONS AS DEEMED APPROPRIATE BY THE PERSONAL INVESTING COMMITTEE. BROKERAGE ACCOUNTS Covered persons should inform their stockbrokers that they are employed by an investment adviser, trust company or affiliate of either. U.S. brokers are subject to certain rules designed to prevent favoritism toward such accounts. Associates may not accept negotiated commission rates which they believe may be more favorable than the broker grants to accounts with similar characteristics. In addition, covered persons must direct their brokers to send duplicate confirmations and copies of all periodic statements on a timely basis to The Legal Group of The Capital Group Companies, Inc., P.O. Box 30207, Los Angeles, CA 90030. ALL DOCUMENTS RECEIVED ARE CONSIDERED TO BE CONFIDENTIAL.(1) DISCLOSURE OF ACCOUNTS THAT COULD HOLD SECURITIES SUBJECT TO PRE-CLEARANCE OR REPORTING - Associates are not required to provide duplicate statements for accounts that only hold securities that are not subject to pre-clearance or reporting (E.G., mutual funds, U.S. Government securities, money market instruments, etc.). However, if the accounts could hold securities subject to the policy, the existence of these accounts (including the name of the brokerage firm or bank and the date the accounts were established) must be disclosed. If extraneous sensitive information is included on an associate's statements (E.G., checking account information), the associate might want to establish a separate account solely for cash holdings and cash-related transactions. The existence of this type of account would not need to be disclosed. DISCRETIONARY ACCOUNTS - Transactions and holdings in accounts over which an associate has turned over complete investment discretion to a third party (I.E. broker, money manager, or financial advisor) are not subject to pre-clearance or reporting requirements. You must disclose the existence of this account to the staff of the Personal Investing Committee (and you MUST have a signed exemption memo on file with the staff of the Personal Investing Committee regarding this account). In addition, investment associates should note that to the extent that securities are held personally in discretionary accounts and held professionally or are within an analyst's research responsibility, holdings SHOULD BE INCLUDED on the appropriate form (see "Disclosure of Ownership of Certain Securities" below). ANNUAL DISCLOSURE OF PERSONAL SECURITIES HOLDINGS Covered persons will be required to disclose all personal securities holdings upon commencement of employment (or upon becoming a covered person) and thereafter on an annual basis. Reporting forms will be supplied for this purpose. - ----------------- (1) Information about particular transactions may be provided to an associate's supervisor or appropriate human resources manager by Personal Investing Committee staff where the transactions are in violation of the Policy, may impact the associate's job performance, or raise other conflict of interest-related issues. ANNUAL RECERTIFICATION All access persons will be required to certify annually that they have read and understood the Personal Investing Policy and recognize that they are subject thereto. ADDITIONAL RULES FOR INVESTMENT ASSOCIATES DISCLOSURE OF OWNERSHIP OF CERTAIN SECURITIES Ownership of securities that are held professionally as well as personally will be reviewed on a periodic basis by the staff of the Personal Investing Committee and may also be reviewed by the applicable Management Committee and/or Investment Committee or Subcommittee. In addition, to the extent that disclosure has not already been made to the staff of the Personal Investing Committee, any associate who is in a position to recommend the purchase or sale of securities by the fund or client accounts that s/he personally owns should FIRST disclose such ownership either in writing (in a company write-up) or verbally (when discussing the company at investment meetings) prior to making a recommendation.(2) BLACKOUT PERIOD Investment associates may not buy or sell a security during a period beginning seven calendar days before and ending seven calendar days after a fund or client account that is managed by the company(ies) with which the individual has investment responsibility transacts in that security. If a fund or client account transaction takes place in the seven calendar days following a precleared purchase by an investment associate, the transaction will be reviewed by the Personal Investing Committee to determine the appropriate action, if any. For example, the Committee may recommend that the associate be subject to a price adjustment to ensure that he or she has not received a better price than the fund or client account. BAN ON SHORT-TERM TRADING PROFITS Investment associates are prohibited from profiting from the purchase and sale or sale and purchase of the same (or equivalent) securities within 60 days. THIS RESTRICTION APPLIES TO THE PURCHASE OF AN OPTION AND THE EXERCISE OF THE OPTION WITHIN 60 DAYS. SERVICE AS A DIRECTOR All investment associates must obtain prior authorization of the Investment Committee or Investment Sub-Committee of the appropriate management company or CGC committee before serving on the boards of directors of publicly traded companies. Also, prior to serving on the board of a private company investment personnel must notify the LAO Legal Group by calling CAR at x99970; in certain circumstances these matters may be referred to the appropriate management or investment committee for approval. - --------------- (2) Note that this disclosure requirement is consistent with both AIMR standards as well as the ICI Advisory Group Guidelines. In addition, other CGC associates should notify the LAO Legal Group by calling CAR at x99970, prior to serving on the board of a public or private company. PERSONAL INVESTING COMMITTEE Any questions or hardships that result from these policies or requests for exceptions should be referred to CGC's Personal Investing Committee by calling the Personal Investing Committee staff at x90000. -----END PRIVACY-ENHANCED MESSAGE-----