-----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, DZ9yCpvOXKRYjwFxzPaJbmXiCP97GHdupmFqMj5pvi8MnbuGZRk/1Mp8biI4Gzyk HXku2X4H5hHdISpvjLZ1kQ== 0000912057-97-021596.txt : 19970624 0000912057-97-021596.hdr.sgml : 19970624 ACCESSION NUMBER: 0000912057-97-021596 CONFORMED SUBMISSION TYPE: 485BPOS PUBLIC DOCUMENT COUNT: 14 FILED AS OF DATE: 19970623 EFFECTIVENESS DATE: 19970623 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: SEI INTERNATIONAL TRUST CENTRAL INDEX KEY: 0000835597 STANDARD INDUSTRIAL CLASSIFICATION: [] STATE OF INCORPORATION: MA FISCAL YEAR END: 0228 FILING VALUES: FORM TYPE: 485BPOS SEC ACT: 1933 Act SEC FILE NUMBER: 033-22821 FILM NUMBER: 97628310 FILING VALUES: FORM TYPE: 485BPOS SEC ACT: 1940 Act SEC FILE NUMBER: 811-05601 FILM NUMBER: 97628311 BUSINESS ADDRESS: STREET 1: 2 OLIVER ST CITY: BOSTON STATE: MA ZIP: 02109 BUSINESS PHONE: 8003425734 MAIL ADDRESS: STREET 2: 530 E SWEDESFORD RD CITY: WAYNE STATE: PA ZIP: 19087-1693 FORMER COMPANY: FORMER CONFORMED NAME: SEI WEALTH MANAGEMENT TRUST DATE OF NAME CHANGE: 19900129 485BPOS 1 485BPOS AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 23, 1997 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. 23 /X/ AND REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 / / AMENDMENT NO. 24 /X/ ------------------------ SEI INTERNATIONAL TRUST (Exact name of registrant as specified in charter) C/O CT CORPORATION 2 Oliver Street Boston, Massachusetts 02109 (Address of Principal Executive Offices) (Zip Code) Registrant's Telephone Number, including Area Code (800) 342-5734 DAVID G. LEE c/o SEI Investments Company Oaks, Pennsylvania 19456 (Name and Address of Agent for Service) COPIES TO: Richard W. Grant, Esquire John H. Grady, Jr. Morgan, Lewis & Bockius LLP Morgan, Lewis & Bockius LLP 2000 One Logan Square 1800 M Street, N.W. Philadelphia, PA 19103 Washington, D.C. 20036
------------------------ 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 (b) / / 75 days after filing pursuant to paragraph (a) / / on [date] pursuant to paragraph (a) of Rule 485.
Registrant has elected to register an indefinite number of securities pursuant to Rule 24f-2 under the Investment Company Act of 1940, as amended. Registrant has filed a Rule 24f-2 Notice on April 29, 1997 for its fiscal year ended February 28, 1997. - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- SEI INTERNATIONAL TRUST CROSS REFERENCE SHEET
N-1A ITEM NO. LOCATION - -------------------------------------------------------------- ------------------------------------------------- PART A--INTERNATIONAL EQUITY, EMERGING MARKETS EQUITY, INTERNATIONAL FIXED INCOME AND EMERGING MARKETS DEBT PORTFOLIOS PORTFOLIOS--CLASS A Item 1. Cover page....................................... Cover Page Item 2. Synopsis......................................... Annual Operating Expenses Item 3. Condensed Financial Information.................. Financial Highlights; Performance Item 4. General Description of Registrant................ The Trust; Investment Objectives and Policies; Investment Policies and Risk Factors; Description of Permitted Investments and Risk Factors; Investment Limitations Item 5. Management of the Fund........................... General Information--Trustees of the Trust; The Manager; The Advisers; The Sub-Advisers Item 5A. Management's Discussion of Fund Performance...... ** Item 6. Capital Stock and Other Securities............... General Information--Voting Rights, Shareholder Inquiries; Dividends; Taxes Item 7. Purchase of Securities Being Offered............. Purchase and Redemption of Shares; Distribution and Shareholder Servicing Item 8. Redemption or Repurchase......................... Purchase and Redemption of Shares Item 9. Pending Legal Proceedings........................ * PART A--INTERNATIONAL EQUITY PORTFOLIO--CLASS D Item 1. Cover page....................................... Cover Page Item 2. Synopsis......................................... Shareholder Transaction Expenses; Annual Operating Expenses Item 3. Condensed Financial Information.................. Financial Highlights Item 4. General Description of Registrant................ The Trust; Investment Objective; Investment Policies; Description of Permitted Investments and Risk Factors; Investment Limitations Item 5. Management of the Fund........................... General Information--Trustees of the Trust, The Manager; The Adviser; The Sub-Advisers Item 5A. Management's Discussion of Fund Performance...... ** Item 6. Capital Stock and Other Securities............... General Information--Voting Rights, Shareholder Inquiries; Dividends; Taxes Item 7. Purchase of Securities Being Offered............. Purchase of Shares; Distribution Item 8. Redemption or Repurchase......................... Redemption of Shares Item 9. Pending Legal Proceedings........................ *
(i)
N-1A ITEM NO. LOCATION - -------------------------------------------------------------- ------------------------------------------------- PART B--ALL PORTFOLIOS Item 10. Cover Page....................................... Cover Page Item 11. Table of Contents................................ Table of Contents Item 12. General Information and History.................. The Trust Item 13. Investment Objectives and Policies............... Description of Permitted Investments; Investment Limitations Item 14. Management of the Registrant..................... Trustees and Officers of the Trust; The Manager; The Advisers and Sub-Advisers Item 15. Control Persons and Principal Holders of Securities..................................... 5% Shareholders; Trustees and Officers of the Trust Item 16. Investment Advisory and Other Services........... The Advisers; The Manager; Distribution and Shareholder Servicing; Experts Item 17. Brokerage Allocation............................. Portfolio Transactions Item 18. Capital Stock and Other Securities............... Description of Shares Item 19. Purchase, Redemption, and Pricing of Securities Being Offered.................................. Purchase and Redemption of Shares (Prospectus) Item 20. Tax Status....................................... Taxes (Prospectus); Tax Item 21. Underwriters..................................... Distribution and Shareholder Servicing Item 22. Calculation of Performance Data.................. Performance Item 23. Financial Statements............................. Financial Statements
PART C Information required to be included in Part C is set forth under the appropriate Item, so numbered, in Part C of this Registration Statement. - ------------------------ * Not Applicable ** Information required by Item 5A is contained in the Annual Report for the fiscal year ending February 28, 1997. (ii) SEI INTERNATIONAL TRUST JUNE 30, 1997 - -------------------------------------------------------------------------------- INTERNATIONAL EQUITY PORTFOLIO EMERGING MARKETS EQUITY PORTFOLIO INTERNATIONAL FIXED INCOME PORTFOLIO EMERGING MARKETS DEBT PORTFOLIO - -------------------------------------------------------------------------------- This Prospectus concisely sets forth information about the above-referenced Portfolios that an investor needs to know before investing. Please read this Prospectus carefully, and keep it on file for future reference. A Statement of Additional Information dated June 30, 1997, has been filed with the Securities and Exchange Commission (the "SEC") and is available upon request and without charge by writing the Distributor, SEI Investments Distribution Co., Oaks, Pennsylvania 19456, or by calling 1-800-342-5734. The Statement of Additional Information is incorporated by reference into this Prospectus. SEI International Trust (the "Trust") is an open-end management investment company, certain classes of which offer financial institutions a convenient means of investing their own funds, or funds for which they act in a fiduciary, agency or custodial capacity, in professionally managed diversified and non-diversified portfolios of securities. A portfolio may offer separate classes of shares that differ from each other primarily in the allocation of certain distribution expenses and minimum investments. This Prospectus offers the Class A shares of each of the Trust's equity and fixed income portfolios listed above. - -------------------------------------------------------------------------------- THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION, NOR HAS THE SECURITIES AND EXCHANGE COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. THE TRUST'S SHARES ARE NOT DEPOSITS OR OBLIGATIONS OF, OR GUARANTEED OR ENDORSED BY, ANY BANK. THE TRUST'S SHARES ARE NOT FEDERALLY INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION, THE FEDERAL RESERVE BOARD OR ANY OTHER GOVERNMENT AGENCY. INVESTMENT IN THE SHARES INVOLVES RISK, INCLUDING POSSIBLE LOSS OF THE PRINCIPAL AMOUNT INVESTED. ANNUAL OPERATING EXPENSES (AS A PERCENTAGE OF AVERAGE NET ASSETS) - --------------------------------------------------------------------------------
EMERGING EMERGING INTERNATIONAL MARKETS INTERNATIONAL MARKETS EQUITY EQUITY FIXED INCOME DEBT PORTFOLIO PORTFOLIO PORTFOLIO PORTFOLIO ------------ --------- ------------ --------- Management/Advisory Fees (AFTER FEE WAIVER AND REIMBURSEMENT) (1) .86% 1.37% .85% .81% 12b-1 Fees none none none none Total Other Expenses .42% .58% .15% .54% Shareholder Servicing Fees (AFTER FEE WAIVER) (2) .25% .17% .00% .00% - -------------------------------------------------------------------------------------------------------------------------- Total Operating Expenses (AFTER FEE WAIVERS AND REIMBURSEMENT) (3) 1.28% 1.95% 1.00% 1.35% - --------------------------------------------------------------------------------------------------------------------------
(1) SEI FUND MANAGEMENT ("SEI MANAGEMENT"), IN ITS CAPACITY AS MANAGER FOR EACH PORTFOLIO, AND CERTAIN OF THE ADVISERS, HAVE WAIVED, ON A VOLUNTARY BASIS, A PORTION OF THEIR FEE, AND THE MANAGEMENT/ADVISORY FEES SHOWN REFLECT THESE VOLUNTARY WAIVERS. EACH OF SEI MANAGEMENT AND THE ADVISERS RESERVES THE RIGHT TO TERMINATE ITS WAIVER AT ANY TIME IN ITS SOLE DISCRETION. ABSENT SUCH FEE WAIVERS, MANAGEMENT/ADVISORY FEES WOULD BE .96% FOR THE INTERNATIONAL EQUITY PORTFOLIO, 1.70% FOR THE EMERGING MARKETS EQUITY PORTFOLIO, .90% FOR THE INTERNATIONAL FIXED INCOME PORTFOLIO AND 1.50% FOR THE EMERGING MARKETS DEBT PORTFOLIO. MANAGEMENT/ADVISORY FEES HAVE BEEN RESTATED TO REFLECT CURRENT EXPENSES. (2) IN CERTAIN CLASSES, THE DISTRIBUTOR HAS WAIVED, ON A VOLUNTARY BASIS, ALL OR A PORTION OF ITS SHAREHOLDER SERVICING FEE, AND THE SHAREHOLDER SERVICING FEES SHOWN REFLECT THIS WAIVER. THE DISTRIBUTOR RESERVES THE RIGHT TO TERMINATE ITS WAIVER AT ANY TIME IN ITS SOLE DISCRETION. ABSENT SUCH WAIVER, SHAREHOLDER SERVICING FEES WOULD BE .25% FOR EACH OF THE PORTFOLIOS. (3) ABSENT THESE FEE WAIVERS AND EXPENSE REIMBURSEMENTS, TOTAL OPERATING EXPENSES WOULD BE 1.38% FOR THE INTERNATIONAL EQUITY PORTFOLIO, 2.36% FOR THE EMERGING MARKETS EQUITY PORTFOLIO AND 1.30% FOR THE INTERNATIONAL FIXED INCOME PORTFOLIO, AND ARE ESTIMATED TO BE 2.29% FOR THE EMERGING MARKETS DEBT PORTFOLIO. ADDITIONAL INFORMATION MAY BE FOUND UNDER "THE ADVISERS," "THE SUB-ADVISERS" AND "THE MANAGER." EXAMPLE - --------------------------------------------------------------------------------
1 YR. 3 YRS. 5 YRS. 10 YRS. ----- ------ ------ ------- An investor in a Portfolio would pay the following expenses on a $1,000 investment assuming (1) a 5% annual return and (2) redemption at the end of each time period: International Equity $13 $41 $ 70 $155 Emerging Markets Equity $20 $61 $105 $227 International Fixed Income $10 $32 $ 55 $122 Emerging Markets Debt $14 $43 -- -- - -------------------------------------------------------------------------------------
THE EXAMPLE SHOULD NOT BE CONSIDERED A REPRESENTATION OF PAST OR FUTURE EXPENSES. ACTUAL EXPENSES MAY BE GREATER OR LESS THAN THOSE SHOWN. THE PURPOSE OF THE EXPENSE TABLE AND EXAMPLE IS TO ASSIST THE INVESTOR IN UNDERSTANDING THE VARIOUS COSTS AND EXPENSES THAT MAY BE DIRECTLY OR INDIRECTLY BORNE BY INVESTORS IN CLASS A SHARES OF THE PORTFOLIOS. THE INTERNATIONAL EQUITY PORTFOLIO ALSO OFFERS CLASS D SHARES, WHICH ARE SUBJECT TO THE SAME EXPENSES, EXCEPT THAT CLASS D SHARES BEAR SALES CHARGES, DIFFERENT DISTRIBUTION COSTS AND ADDITIONAL TRANSFER AGENT COSTS. A PERSON WHO PURCHASES SHARES THROUGH A FINANCIAL INSTITUTION MAY BE CHARGED SEPARATE FEES BY THAT INSTITUTION. ADDITIONAL INFORMATION MAY BE FOUND UNDER "THE MANAGER," "THE ADVISERS," "THE SUB-ADVISERS" AND "DISTRIBUTION AND SHAREHOLDER SERVICING." 2 FINANCIAL HIGHLIGHTS ______________________________________________________________ The following information has been audited by Price Waterhouse LLP, the Trust's independent accountants, as indicated in their report dated April 9, 1997 on the Trust's financial statements as of February 28, 1997, incorporated by reference into the Trust's Statement of Additional Information. The Trust's financial statements and additional performance information are set forth in the 1997 Annual Report to Shareholders, which is available upon request and without charge by calling 1-800-342-5734. This table should be read in conjunction with the Trust's financial statements and notes thereto. The Emerging Markets Debt Portfolio had not commenced operations as of the date of this Prospectus. FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD FOR THE PERIODS ENDED FEBRUARY 28,
NET REALIZED NET ASSET NET AND DISTRIBUTIONS NET NET ASSETS VALUE INVESTMENT UNREALIZED FROM NET DISTRIBUTIONS RETURN ASSETS END OF BEGINNING INCOME/ GAINS/ INVESTMENT FROM REALIZED OF VALUE END TOTAL PERIOD OF PERIOD (LOSS) (LOSSES) INCOME(4) CAPITAL GAINS CAPITAL OF PERIOD RETURN (000) - ------------------------------------------------------------------------------------------------------------------------------------ - ------------------ INTERNATIONAL EQUITY PORTFOLIO - ------------------ CLASS A 1997 $10.00 $ 0.09 $ 0.47 $(0.07) $(0.82) $ -- $ 9.67 5.70% $ 524,062 1996 9.59 0.14 1.45 (0.19) (0.99) -- 10.00 17.30 347,646 1995 11.00 0.15 (0.97) -- (0.59) -- 9.59 (7.67) 328,503 1994 8.93 0.13 2.05 (0.11) -- -- 11.00 24.44 503,498 1993 9.09 0.16 0.04 (0.36) -- -- 8.93 2.17 178,287 1992 9.56 0.19 (0.36) (0.30) -- -- 9.09 (1.63) 92,456 1991 9.62 0.18 (0.14) -- (0.01) (0.09) 9.56 0.36 35,829 1990(1) 10.00 0.04 (0.42) -- -- -- 9.62 (3.70) 8,661 - ------------------ EMERGING MARKETS EQUITY PORTFOLIO - ------------------ CLASS A 1997 $10.93 $ 0.01 $ 1.96 $(0.02) $(0.01) $ -- $12.87 18.02% $ 221,474 1996 10.27 (0.02) 0.72 -- (0.04) -- 10.93 6.83 67,181 1995(2) 10.00 0.01 0.26 -- -- -- 10.27 2.70 5,300 - ------------------ INTERNATIONAL FIXED INCOME PORTFOLIO - ------------------ CLASS A 1997 $10.77 $ 0.71 $(0.49) $(0.38) $(0.08) $ -- $10.53 1.85% $ 204,219 1996 10.42 0.58 0.89 (1.02) (0.10) -- 10.77 13.96 84,318 1995 10.23 0.43 0.40 (0.62) (0.02) -- 10.42 8.43 42,580 1994(3) 10.00 0.14 0.18 (0.09) -- -- 10.23 6.41 23,678 RATIO OF EXPENSES INVESTMENT EXPENSES (LOSS) TO TO INCOME/ TO AVERAGE AVERAGE NET AVERAGE (LOSS) TO NET ASSETS ASSETS PORTFOLIO AVERAGE NET AVERAGE (EXCLUDING (EXCLUDING TURNOVER COMMISSION ASSETS NET ASSETS WAIVERS) WAIVERS) RATE RATE+ - ------------------ - ------------------ INTERNATIONAL EQUITY PORTFOLIO - ------------------ CLASS A 1997 1.28% 1.11% 1.42% 0.97% 117% $0.0172 1996 1.25 1.29 1.29 1.25 102 -- 1995 1.19 1.30 1.21 1.28 64 -- 1994 1.10 1.46 1.24 1.32 19 -- 1993 1.10 1.80 1.53 1.37 23 -- 1992 1.10 2.07 1.52 1.65 79 -- 1991 1.10 3.52 1.64 2.98 14 -- 1990(1) 1.10 3.13 5.67 (1.44) -- -- - ------------------ EMERGING MARKETS EQUITY PORTFOLIO - ------------------ CLASS A 1997 1.95% (0.04)% 2.55% (0.64)% 100% $0.0004 1996 1.95 (0.23) 2.72 (1.00) 104 -- 1995(2) 1.95 1.79 4.98 (1.24) -- -- - ------------------ INTERNATIONAL FIXED INCOME PORTFOLIO - ------------------ CLASS A 1997 1.00% 3.99% 1.39% 3.60% 352% n/a 1996 1.00 4.70 1.27 4.43 269 -- 1995 1.00 4.68 1.30 4.38 303 -- 1994(3) 1.00 3.81 1.61 3.20 126 --
(1) INTERNATIONAL EQUITY CLASS A SHARES WERE OFFERED BEGINNING DECEMBER 20, 1989. ALL RATIOS FOR THAT PERIOD HAVE BEEN ANNUALIZED. (2) EMERGING MARKETS EQUITY CLASS A SHARES WERE OFFERED BEGINNING JANUARY 17, 1995. ALL RATIOS FOR THAT PERIOD HAVE BEEN ANNUALIZED. (3) INTERNATIONAL FIXED INCOME CLASS A SHARES WERE OFFERED BEGINNING SEPTEMBER 1, 1993. ALL RATIOS FOR THAT PERIOD HAVE BEEN ANNUALIZED. (4) DISTRIBUTIONS FROM NET INVESTMENT INCOME INCLUDE DISTRIBUTIONS OF CERTAIN FOREIGN CURRENCY GAINS AND LOSSES. + AVERAGE COMMISSION RATE PAID PER SHARE FOR SECURITY PURCHASES AND SALES DURING THE PERIOD. PRESENTATION OF THE RATE IS REQUIRED FOR FISCAL YEARS BEGINNING AFTER SEPTEMBER 1, 1995. GENERALLY, NON-U.S. COMMISSIONS ARE LOWER THAN U.S. COMMISSIONS WHEN EXPRESSED AS CENTS PER SHARE, BUT HIGHER WHEN EXPRESSED AS A PERCENTAGE OF TRANSACTIONS BECAUSE OF THE LOWER PER-SHARE PRICES OF MANY NON-U.S. SECURITIES. 3 THE TRUST __________________________________________________________________________ SEI INTERNATIONAL TRUST (the "Trust") is an open-end management investment company that offers units of beneficial interest ("shares") in separate diversified and non-diversified investment portfolios. This Prospectus offers Class A shares of the Trust's International Equity, Emerging Markets Equity, International Fixed Income and Emerging Markets Debt Portfolios (each a "Portfolio" and, together, the "Portfolios"). The International Equity Portfolio has two separate classes of shares, Class A and Class D, which provide for variations in distribution, shareholder servicing and transfer agent costs, sales charges, voting rights and dividends. The investment advisers and sub-advisers to the Portfolios are referred to collectively as the "advisers." Additional information pertaining to the Trust may be obtained by writing to SEI Investments Distribution Co., Oaks, Pennsylvania 19456, or by calling 1-800-342-5734. INVESTMENT OBJECTIVES AND POLICIES ___________________________________________________________________________ INTERNATIONAL EQUITY The International Equity Portfolio seeks to provide long-term capital appreciation by investing primarily in a diversified portfolio of equity securities of non-U.S. issuers. Under normal circumstances, at least 65% of the International Equity Portfolio's assets will be invested in equity securities of non-U.S. issuers located in at least three countries other than the United States. Securities of non-U.S. issuers purchased by the Portfolio 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 Portfolio expects its investments to emphasize both large, intermediate and small capitalization companies. The Portfolio expects to be fully invested in its primary investments, described above, but may invest up to 35% of its total assets in U.S. or non-U.S. cash reserves; money market instruments; swaps; options on securities and non-U.S. indices; futures contracts, including stock index futures contracts; and options on futures contracts. The Portfolio 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 total assets in illiquid securities. Although permitted to do so, the Portfolio does not currently intend to invest in securities issued by passive foreign investment companies or to engage in securities lending. In addition to the policy on Temporary Defensive Investments set forth in the "General Investment Policies" section, for temporary defensive purposes when the advisers determine that market conditions warrant, the Portfolio may invest up to 50% of its assets in U.S. and non-U.S. money market instruments and in other U.S. and non-U.S. long- and short-term debt instruments which are rated BBB or higher by S&P or Baa or higher by Moody's at the time of purchase, or which are determined by the advisers to be of 4 comparable quality; maintain a portion of such assets in cash; and invest such assets in obligations of supranational entities which are rated A or higher by S&P or Moody's at the time of purchase or which are determined by the advisers to be of comparable quality. EMERGING MARKETS EQUITY The Emerging Markets Equity Portfolio seeks to provide capital appreciation by investing primarily in a diversified portfolio of equity securities of emerging market issuers. Under normal circumstances, at least 65% of the Emerging Markets Equity Portfolio's assets will be invested in equity securities of emerging market issuers. Under normal conditions, the Portfolio maintains investments in at least six emerging market countries and does not invest more than 35% of its total assets in any one emerging market country. The Portfolio defines an emerging market country as any country the economy and market of which the World Bank or the United Nations considers to be emerging or developing. The Portfolio's advisers consider emerging market issuers to 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 Portfolio expects to be fully invested in its primary investments described above, but may invest up to 35% of its total assets in debt securities, including up to 5% of its total assets in debt securities rated below investment grade. These debt securities will include debt securities of governmental and private issuers in emerging market countries. Bonds rated below investment grade are often referred to as "junk bonds." Such securities involve greater risk of default or price volatility than investment grade securities. The Portfolio may invest in certain debt securities issued by the governments of emerging market countries that are or may be eligible for conversion into investments in emerging market companies under debt conversion programs sponsored by such governments. The Portfolio may invest up to 15% of its total assets in illiquid securities. The Portfolio's advisers believe that carefully selected investments in joint ventures, cooperatives, partnerships, private placements, unlisted securities and other similar situations (collectively, "special situations") could enhance the Portfolio's capital appreciation potential. Investments in special situations may be liquid, as determined by the Portfolio's advisers based on criteria approved by the Board of Trustees. To the extent these investments are deemed illiquid, the Portfolio's investment in them will be subject to its 15% restriction on investment in illiquid securities. The Portfolio may invest up to 10% of its total assets in shares of other investment companies. The Portfolio may invest in futures contracts and purchase securities on a when-issued or delayed delivery basis. The Portfolio may also purchase and write options to buy or sell futures contracts. 5 In addition to the policy on Temporary Defensive Investments in the "General Investment Policies" section, for temporary defensive purposes when the advisers determine that market conditions warrant, the Portfolio may invest up to 20% of its total assets in the equity securities of companies included in the Morgan Stanley Capital International Europe, Australia, Far East Index (the "EAFE Index"). These companies typically have larger average market capitalizations than the emerging market companies in which the Portfolio generally invests. INTERNATIONAL FIXED INCOME The International Fixed Income Portfolio seeks to provide capital appreciation and current income through investment primarily in high quality, non-U.S. dollar denominated government and corporate fixed income securities. Under normal circumstances, at least 65% of the International Fixed Income Portfolio's assets will be invested in investment grade foreign government and foreign corporate fixed income securities of issuers located in at least three countries other than the United States. The International Fixed Income Portfolio 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 corporations; (iv) convertible securities issued by foreign corporations; and (v) fixed income securities issued by foreign banks or bank holding companies. All such investments will be in investment grade securities denominated in various currencies, including the European Currency Unit. 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 Portfolio expects to be fully invested in its primary investments described above, but may invest in obligations issued or guaranteed as to principal and interest by the United States Government, its agencies or instrumentalities ("U.S. Government securities"), swaps, options and futures. The Portfolio may also purchase and write options to buy or sell futures contracts, purchase securities on a when-issued or delayed delivery basis and engage in short selling. The Portfolio may invest up to 10% of its total assets in illiquid securities. Furthermore, although the Portfolio will concentrate its investments in relatively developed countries, the Portfolio may invest up to 5% of its assets in fixed income securities of issuers in, or denominated in the currencies of, developing countries and that are determined by the advisers to be of comparable quality to such securities and debt obligations at the time of purchase. Under normal circumstances, the portfolio turnover rate for this Portfolio is expected to exceed 200% per year. Short-term gains realized from portfolio transactions are taxable to shareholders as ordinary income. In addition, higher portfolio turnover rates can result in corresponding increases in portfolio transaction costs. The Portfolio will not 6 consider portfolio turnover a limiting factor in implementing investment decisions which are consistent with the Portfolio's objectives and policies. EMERGING MARKETS DEBT The investment objective of the Emerging Markets Debt Portfolio is to maximize total return. Under normal circumstances, at least 80% of the Emerging Markets Debt Portfolio's total assets will be invested in debt securities of government, government- related and corporate issuers in emerging market countries and of entities organized to restructure outstanding debt of such issuers. The Portfolio defines an emerging market country as any country the economy and market of which the World Bank or the United Nations considers to be emerging or developing. The Portfolio's advisers consider emerging market issuers to be companies the securities of which are principally traded in the capital markets of emerging market countries; that derive at least 50% of their total revenue from either goods produced or services rendered in emerging market countries, regardless of where the securities of such companies are principally traded; or that are organized under the laws of and have a principal office in an emerging market country, or that are government issuers located in an emerging markets country. Emerging market country debt securities in which the Emerging Markets Debt Portfolio may invest are U.S. dollar-denominated and non-U.S. dollar-denominated corporate and government debt securities, including bonds, notes, bills, debentures, convertible securities, warrants, bank debt obligations, short-term paper, mortgage and other asset-backed securities, preferred stock, loan participations and assignments and interests issued by entities organized and operated for the purpose of restructuring the investment characteristics of instruments issued by emerging market country issuers. The Portfolio 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 Portfolio's investments in 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 Portfolio's investments in debt securities of corporate issuers in emerging market countries may include high yield or investment grade debt securities or other 7 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 Portfolio expects to be fully invested in its 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 Portfolio's objective. The Portfolio 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 Portfolio may also enter into repurchase agreements and reverse repurchase agreements, may purchase when-issued and delayed-delivery securities, lend portfolio securities and invest in shares of other investment companies. The Portfolio may purchase restricted securities and may invest up to 15% of the value of its total assets in illiquid securities. The Portfolio may invest in options and futures for hedging purposes, and may enter into swaps or related transactions. The Portfolio may invest in receipts, zero coupon securities, pay-in-kind bonds, Eurobonds, dollar rolls, and deferred payment securities. The securities in which the Portfolio 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 Portfolio'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 risk of default of payment of interest and principal than higher rated securities. There is no limit on the percentage of the Portfolio's assets that may be invested in non-U.S. dollar denominated securities. However, it is expected that the majority of the Portfolio's assets will be denominated in U.S. dollars. There can be no assurance that the Portfolios will achieve their respective objectives. GENERAL INVESTMENT POLICIES AND RISK FACTORS ____________________________________________________________________________ EQUITY SECURITIES Equity securities represent ownership interests in a company or corporation and include common stock, preferred stock and warrants and other rights to acquire such instruments. Changes in the value of portfolio securities will not necessarily affect cash income derived from these securities, but will affect a Portfolio's net asset value. 8 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 Portfolio's net asset value. There are no restrictions on the average maturity of the International Fixed Income or the Emerging Markets Debt Portfolios or the maturity of any single instrument held by any Portfolio. Maturities may vary widely depending on the adviser's assessment of interest rate trends and other economic and market factors. In the event a security owned by a Portfolio is downgraded, 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. FOREIGN CURRENCY TRANSACTIONS The Portfolios may enter into forward foreign currency contracts to manage its foreign currency exposure and as a hedge against possible variations in foreign exchange rates. The Portfolios 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 Portfolios, to some degree, against possible losses resulting from an adverse change in the relationship between foreign currencies and the U.S. dollar. The Portfolios also may invest in foreign currency futures and in options on currencies. NON-DIVERSIFICATION The International Fixed Income and Emerging Markets Debt Portfolios are non-diversified investment companies, as defined in the Investment Company Act of 1940, as amended (the "1940 Act"), which means that a relatively high percentage of assets of the Portfolios may be invested in the obligations of a limited number of issuers. Although the advisers do not intend to invest more than 5% of each Portfolio'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 Portfolios may be more susceptible to any single economic, political or regulatory occurrence than the shares of a diversified investment company would be. The Portfolios intend to satisfy the diversification requirements necessary to qualify as a regulated investment company under the Internal Revenue Code of 1986, as amended (the 9 "Code"), which requires that the Portfolios 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. SECURITIES OF FOREIGN AND EMERGING MARKET ISSUERS There are certain risks connected with investing in foreign securities. These include risks of adverse political and economic developments (including possible governmental seizure or nationalization of assets), the possible imposition of exchange or currency controls or other governmental restrictions, less uniformity in accounting and reporting requirements, the possibility that there will be less information on such securities and their issuers available to the public, the difficulty of obtaining or enforcing court judgments abroad, restrictions on foreign investments in other jurisdictions, difficulties in effecting repatriation of capital invested abroad and difficulties in transaction settlements and the effect of delay on shareholder equity. Foreign securities may be subject to foreign taxes, and may be less marketable than comparable U.S. securities. The value of a Portfolio's investments denominated in foreign currencies will depend on the relative strengths of those currencies and the U.S. dollar, and a Portfolio may be affected favorably or unfavorably by changes in the exchange rates or exchange or currency control regulations between foreign currencies and the U.S. dollar. Changes in foreign currency exchange rates also may affect the value of dividends and interest earned, gains and losses realized on the sale of securities and net investment income and gains if any, to be distributed to shareholders by a Portfolio. A Portfolio's investments in emerging markets can be considered speculative, and therefore may offer higher potential for gains and losses than investments in developed markets of the world. With respect to any emerging country, there may be a greater potential for nationalization, expropriation or confiscatory taxation, political changes, government regulation, social instability or diplomatic developments (including war) which could affect adversely the economies of such countries or investments in such countries. The economies of developing countries generally are heavily dependent upon international trade and, accordingly, have been and may continue to be adversely affected by trade barriers, exchange or currency controls, managed adjustments in relative currency values and other protectionist measures imposed or negotiated by the countries with which they trade. In addition to the risks of investing in emerging market country debt securities, a Portfolio's investment in government, government-related and restructured debt instruments are subject to special risks, including the inability or unwillingness to repay principal and interest, requests to reschedule or restructure outstanding debt, and requests to extend additional loan amounts. A Portfolio may have limited recourse in the event of default on such debt instruments. TEMPORARY DEFENSIVE INVESTMENTS For temporary defensive purposes, when the advisers determine that market conditions warrant, the Portfolios may invest up to 100% of their 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, 10 time deposits, commercial paper, short-term corporate debt issues and repurchase agreements, and may hold a portion of their assets in cash for liquidity purposes. For additional information regarding the Portfolios' permitted investments see "Description of Permitted Investments and Risk Factors" in this Prospectus and "Description of Permitted Investments" in the Statement of Additional Information. For a description of the above ratings see the Statement of Additional Information. INVESTMENT LIMITATIONS ________________________________________________________________________ The investment objective and certain of the investment limitations (including those listed below) are fundamental policies of the Portfolios. Fundamental policies cannot be changed with respect to the Trust or a Portfolio without the consent of the holders of a majority of the Trust's or that Portfolio's outstanding shares. EACH OF THE INTERNATIONAL EQUITY, EMERGING MARKETS EQUITY AND EMERGING MARKETS DEBT PORTFOLIOS MAY NOT (EXCEPT AS NOTED BELOW): 1. With respect to 75% of its total assets, (i) purchase securities of any issuer (except securities issued or guaranteed by the United States Government, its agencies or instrumentalities) if, as a result, more than 5% of its total assets would be invested in the securities of such issuer; or (ii) acquire more than 10% of the outstanding voting securities of any one issuer. This limitation does not apply to the Emerging Markets Debt Portfolio. 2. Purchase any securities which would cause more than 25% of its total assets to be invested in the securities of one or more issuers conducting their principal business activities in the same industry, provided that this limitation does not apply to investments in securities issued or guaranteed by the United States Government, its agencies or instrumentalities. 3. Borrow money in an amount exceeding 33 1/3% of the value of its total assets, provided that, for purposes of this limitation, investment strategies which either obligate a Portfolio to purchase securities or require a Portfolio to segregate assets are not considered to be borrowings. To the extent that its borrowings exceed 5% of its assets, (i) all borrowings will be repaid before making additional investments and any interest paid on such borrowings will reduce income, and (ii) asset coverage of at least 300% is required. THE INTERNATIONAL FIXED INCOME PORTFOLIO MAY NOT: 1. Purchase any securities which would cause more than 25% of the total assets of the Portfolio to be invested in the securities of one or more issuers conducting their principal business activities in the same industry, provided that this limitation does not apply to investments in obligations issued or guaranteed by the United States Government or its agencies and instrumentalities. 11 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 Portfolio. This borrowing provision is included solely to facilitate the orderly sale of portfolio 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 Portfolio and any interest paid on such borrowings will reduce the income of the Portfolio. For purposes of the industry concentration limitations discussed above, these definitions apply to each Portfolio, and for purposes of the International Fixed Income Portfolio, 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 percentage limitations (except the limitation on borrowing) will apply at the time of the purchase of a security. Additional fundamental and non-fundamental investment limitations are set forth in the Statement of Additional Information. THE MANAGER ______________________________________________________________________ SEI Fund Management ("SEI Management") provides the Trust with overall management services, regulatory reporting, all necessary office space, equipment, personnel and facilities, and acts as dividend disbursing agent. SEI Management also serves as transfer agent (the "Transfer Agent") to the Trust's Class A shares. For its management services, SEI Management is entitled to a fee, which is calculated daily and paid monthly, at an annual rate of .45% of the average daily net assets of the International Equity Portfolio, .65% of the average daily net assets of the Emerging Markets Equity and Emerging Markets Debt Portfolios and .60% of the average daily net assets of the International Fixed Income Portfolio. SEI Management has voluntarily agreed to waive all or a portion of its fees, and if necessary, reimburse other operating expenses, in order to limit the total operating expenses of each Portfolio. SEI Management reserves the right to terminate these voluntary fee waivers at any time in its sole discretion. For the fiscal year ended February 28, 1997, the International Equity, Emerging Markets Equity and International Fixed Income Portfolios paid management fees of .45%, .65% and .60%, respectively, of their average daily net assets. The Emerging Markets Debt Portfolio had not commenced operations as of February 28, 1997. 12 THE ADVISERS ______________________________________________________________________ Under advisory agreements with the Trust (the "Advisory Agreements"), SEI Financial Management Corporation ("SFM") serves as the investment adviser for the International Equity, Emerging Markets Equity and Emerging Markets Debt Portfolios. Strategic Fixed Income L.P. serves as the investment adviser for the International Fixed Income Portfolio. Under the Advisory Agreements, the investment advisers are authorized to make investment decisions for the assets of the Portfolios, and to continuously review, supervise and administer the Portfolios' investment program. SEI FINANCIAL MANAGEMENT CORPORATION SFM serves as the investment adviser for the International Equity, Emerging Markets Equity and Emerging Markets Debt Portfolios. SFM is a wholly-owned subsidiary of SEI Investments Company ("SEI"), a financial services company. The principal business address of SEI and SFM is Oaks, Pennsylvania 19456. SEI was founded in 1968, and is a leading provider of investment solutions to banks, institutional investors, investment advisers and insurance companies. Affiliates of SFM have provided consulting advice to institutional investors for more than 20 years, including advice regarding selection and evaluation of investment advisers. SFM currently serves as manager or administrator to more than 43 investment companies, including more than 325 portfolios, which investment companies had more than $93.9 billion in assets as of May 31, 1997. In its role as the investment adviser to the International Equity, Emerging Markets Equity and Emerging Markets Debt Portfolios, SFM operates as a "manager of managers." As adviser, SFM oversees the investment advisory services provided to the International Equity, Emerging Markets Equity and Emerging Markets Debt Portfolios and manages the cash portion of the International Equity and Emerging Markets Equity Portfolios' assets. Pursuant to separate sub-advisory agreements with SFM, and under the supervision of SFM 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, Emerging Markets Equity and Emerging Markets Debt Portfolios. The sub-advisers are selected based primarily upon the research and recommendations of SFM, 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, SFM allocates and, when appropriate, reallocates the Portfolios' assets among sub-advisers, monitors and evaluates sub-adviser performance, and oversees sub-adviser compliance with the Portfolios' investment objectives, policies and restrictions. SFM HAS THE ULTIMATE RESPONSIBILITY FOR THE INVESTMENT PERFORMANCE OF THE INTERNATIONAL EQUITY, EMERGING MARKETS EQUITY AND EMERGING MARKETS DEBT PORTFOLIOS DUE TO ITS RESPONSIBILITY TO OVERSEE SUB-ADVISERS AND RECOMMEND THEIR HIRING, TERMINATION AND REPLACEMENT. For these advisory services, SFM is entitled to a fee, which is calculated daily and paid monthly, at an annual rate of .505% of the International Equity Portfolio's average 13 daily net assets, 1.05% of the Emerging Markets Equity Portfolio's average daily net assets, and .85% of the Emerging Markets Debt Portfolio's average daily net assets. SFM pays the sub-advisers a fee out of its advisory fee, which fee is based on a percentage of the average monthly market value of the assets managed by each sub-adviser. For the fiscal year ended February 28, 1997, the International Equity and Emerging Markets Equity Portfolios paid advisory fees, after fee waivers, of .41% and .72%, respectively, of their average daily net assets. The Emerging Markets Debt Portfolio had not commenced operations as of February 28, 1997. SFM has obtained an exemptive order from the Securities and Exchange Commission (the "SEC") that permits SFM, with the approval of the Trust's Board of Trustees, to retain sub-advisers unaffiliated with SFM for the Portfolios without submitting the sub-advisory agreements to a vote of the Portfolios' shareholders. The exemptive relief permits the disclosure of only the aggregate amount payable by SFM under all such sub-advisory agreements for each Portfolio. The Portfolios will notify shareholders in the event of any addition or change in the identity of its sub-advisers. STRATEGIC FIXED INCOME L.P. Strategic Fixed Income L.P. ("SFI") serves as the investment adviser to the International Fixed Income Portfolio. SFI is a limited partnership formed in 1991 under the laws of the State of Delaware to manage multi-currency fixed income portfolios. The general partner of the firm is Gobi Investment Inc., of which Kenneth Windheim is the sole shareholder, and the limited partner is Strategic Investment Management ("SIM"). As of March 31, 1997, SFI managed $5.8 billion of client assets. The principal address of SFI is 1001 Nineteenth Street North, 17th Floor, Arlington, Virginia 22209. Kenneth Windheim, President of SFI, has been the portfolio manager of the Portfolio since its inception in 1993. Mr. Windheim is assisted by Gregory Barnett and David Jallits, Directors of SFI and portfolio managers of the Portfolio since April 1994. Prior to forming SFI, Kenneth Windheim was the Chief Investment Officer and Managing Director of the group which managed global fixed income portfolios at Prudential Asset Management. Prior to joining SFI, Gregory 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 SFI, David Jallits was Senior Portfolio Manager for a hedge fund at Teton Partners. From 1982 to 1994, he was Vice President and Global Fixed Income Portfolio Manager at The Putnam Companies. SFI is entitled to a fee which is calculated daily and paid monthly by the Portfolio, at an annual rate of .30% of the average daily net assets of the International Fixed Income Portfolio. For the fiscal year ended February 28, 1997, SFI received an advisory fee (after fee waivers) from the Portfolio of .25% of its average daily net assets. THE SUB-ADVISERS _________________________________________________________________ ACADIAN ASSET MANAGEMENT, INC. Acadian Asset Management, Inc. ("Acadian") serves as a sub-adviser for a portion of the assets of the International Equity Portfolio. Acadian, a wholly-owned subsidiary of United 14 Asset Management Corporation ("UAM"), was founded in 1977 and manages approximately $4 billion in assets invested globally as of March 31, 1997. Acadian's business address is Two International Place, 26th floor, Boston, Massachusetts 02110. An investment committee has been responsible for managing the Portfolio's assets allocated to Acadian since the Portfolio's inception. CORONATION ASSET MANAGEMENT (PROPRIETARY) LIMITED Coronation Asset Management (Proprietary) Limited ("Coronation") serves as a sub-adviser for a portion of the assets of the Emerging Markets Equity Portfolio. Coronation, a registered investment adviser organized under the laws of the Republic of South Africa, was founded in 1993, and as of July 31, 1996, managed $2.5 billion in assets. The principal business address of Coronation is 80 Strand Street, Cape Town, South Africa, 8001. Investment decisions for Coronation's portion of the Portfolio are made by Anthony Gibson and Louis Stassen. Prior to joining Coronation in 1993, Mr. Gibson, the head of Coronation's Investment Committee, and Mr. Stassen, the head of Coronation's research department, worked at Syfrets Managed Assets for seven years and one year, respectively. Prior to joining Syfrets Managed Assets, Mr. Stassen worked as an Investment Analyst for Allan Gray Investment Counsel. FARRELL WAKO GLOBAL INVESTMENT MANAGEMENT, INC. Farrell Wako Global Investment Management, Inc. ("Farrell Wako") serves as a sub-adviser for a portion of the assets of the International Equity Portfolio. Farrell Wako, a Delaware corporation and a wholly-owned subsidiary of Wako Securities, was founded in 1991 and is a registered investment advisor in the U.S. and Japan. Farrell Wako currently manages over $325 million. The principal address of Farrell Wako is 780 Third Avenue, New York, New York 10017. James L. Farrell, the chairman of Farrell Wako, manages its portion of the assets of the International Equity Portfolio. Mr. Farrell has 31 years of experience in investment management and applied financial research and was responsible for management of over $1 billion in equity assets as Chairman of MPT Associates prior to his association with Farrell Wako. LAZARD LONDON INTERNATIONAL INVESTMENT MANAGEMENT LIMITED Lazard London International Investment Management Limited ("Lazard") serves as a sub-adviser for a portion of the assets of the International Equity Portfolio. Lazard is a registered investment adviser with its principal business address at 21 Moorfields, London, England EC2P 2HT. Lazard was founded in 1980. Lazard is a wholly-owned subsidiary of Lazard Asset Management Holdings Limited, which is a holding company controlled by Lazard Freres & Co., LLC, an investment bank whose principal business address is 30 Rockefeller Plaza, New York, N.Y. 10020-2102. Lazard offers international investment services to clients of Lazard Brothers Asset Management Limited ("LBAM"), which is also wholly-owned by Lazard Asset Management Holdings Limited. Lazard and LBAM manage domestic (UK) portfolios and international portfolios for institutions and private clients, 15 including insurance funds, pension funds, charities and mutual funds. As of March 31, 1997, Lazard and LBAM had approximately $5.6 billion in assets under management. Mr. Dino Fuschillo, Director of Lazard, has primary responsibility for the day-to-day management of the portion of the Portfolio's assets managed by Lazard. Mr. Fuschillo, a dual employee of Lazard and LBAM, joined LBAM in 1989, and has specialized in European equity management ever since. MONTGOMERY ASSET MANAGEMENT, LLC Montgomery Asset Management, LLC ("MAM") serves as a sub-adviser for a portion of the assets of the Emerging Markets Equity Portfolio. MAM is currently an independent affiliate of Montgomery Securities, a San Francisco based investment banking firm. It is anticipated that on or about July 31, 1997, MAM will be purchased by Commerzbank A.G., a German financial institution headquartered in Frankfurt, Germany. As of March 31, 1997, MAM had approximately $8 billion in assets under management. MAM has over six years experience providing investment management services. The principal address of MAM is 101 California Street, San Francisco, California 94111. Josephine S. Jimenez, Bryan L. Sudweeks and Jesus Duarte share primary responsibility for the Emerging Markets Equity Portfolio. Ms. Jimenez and Dr. Sudweeks have fifteen and eight years experience, respectively, in emerging markets investment. Both joined MAM in 1991. Mr. Duarte, Senior Portfolio Manager and Regional Head of Latin American Investing, joined MAM in 1994. Prior to joining MAM, he was a Director and Vice President of Latinvest. PARAMETRIC PORTFOLIO ASSOCIATES Parametric Portfolio Associates ("Parametric") serves as a sub-adviser for a portion of the assets of the Emerging Markets Equity Portfolio. Parametric is a general partnership whose general partners are PIMCO Advisors L.P. ("PIMCO"), the supervisory general partner, and Parametric Management, Inc., the managing general partner (a wholly-owned subsidiary of PIMCO). Parametric's predecessor was founded in 1987, and as of March 31, 1997, Parametric managed approximately $1.5 billion in client assets. Parametric's business address is 701 Fifth Avenue, Suite 7310, Seattle, WA 98104. PIMCO's address is 800 Newport Center Drive, Newport Beach, California 92660. Clifford Quisenberry, CFA, Senior Investment Manager and Research Manager, is responsible for managing the portion of the Portfolio's assets allocated to Parametric. Prior to joining Parametric, Mr. Quisenberry was a Portfolio Manager with Cutler & Company. SALOMON BROTHERS ASSET MANAGEMENT INC Salomon Brothers Asset Management Inc ("SBAM") serves as the sub-adviser for the assets of the Emerging Markets Debt Portfolio. SBAM, an indirect wholly-owned subsidiary of Salomon Inc, is a Delaware corporation that was founded in 1987. SBAM is a registered investment adviser that currently manages approximately $20.8 billion in client assets. SBAM's principal business address is 7 World Trade Center, New York, New York 10048. SBAM employs a team approach in managing the Portfolio; however, Peter J. Wilby has the primary day-to-day responsibility for the Portfolio. Mr. Wilby, a Managing Director, 16 joined SBAM in 1989 and is responsible for SBAM's investment company and institutional portfolios which invest in high yield non-U.S. and U.S. corporate debt securities and high yield foreign sovereign debt securities. SELIGMAN HENDERSON CO. Seligman Henderson Co. serves as a sub-adviser for a portion of the assets of the International Equity Portfolio. Seligman Henderson Co. is a New York general partnership and is structured as an equal partnership between J.&W. Seligman & Co. Incorporated and Henderson International Inc., a controlled affiliate of Henderson plc. Seligman Henderson Co. was established in 1991 and manages over $3.4 billion in global and international equity portfolios for U.S. institutional and retail clients. The principal address of Seligman Henderson Co. is 100 Park Avenue, New York, New York 10017. Mr. William Garnett is primarily responsible for the day-to-day management and investment decisions with respect to the International Equity Portfolio's assets allocated to Seligman Henderson Co. Mr. Garnett has more than 11 years' experience in managing Japanese small cap equity securities. Mr. Iain Clark, Seligman Henderson Co.'s chief investment officer, has ultimate responsibility for portfolio management. Mr. Clark has more than 25 years experience, including 12 with Henderson plc. YAMAICHI CAPITAL MANAGEMENT, INC. AND YAMAICHI CAPITAL MANAGEMENT (SINGAPORE) LIMITED Yamaichi Capital Management, Inc. ("Yamaichi") and Yamaichi Capital Management (Singapore) Limited ("YCMS") jointly serve as sub-adviser for a portion of the assets of the International Equity Portfolio and for a portion of the assets of the Emerging Markets Equity Portfolio. Yamaichi is a New York Corporation established in 1981 and YCMS is a Singapore corporation established in 1979, and each is a wholly-owned subsidiary of Yamaichi International Capital Management Co., Ltd. ("YICM"). Yamaichi, YCMS and YICM are controlled by Yamaichi Securities Co., Ltd., which is located in Tokyo, Japan. YCMS and its affiliates manage approximately $24 billion worldwide. The principal address of Yamaichi is 2 World Trade Center, Suite 9828, New York, New York 10048. The principal address of YCMS is 138 Robinson Road, #13-01/05, Hong Leong Centre, Singapore 068906. Mr. Marco Wong leads the management team for the assets of the International Equity and Emerging Markets Equity Portfolios allocated to Yamaichi and YCMS. Mr. Wong has been with YCMS since 1986. DISTRIBUTION AND SHAREHOLDER SERVICING __________________________________________________________________________ SEI Investments Distribution Co. (the "Distributor"), a wholly-owned subsidiary of SEI, serves as each Portfolio's distributor pursuant to a distribution agreement (the "Distribution Agreement") with the Trust. The Portfolios have adopted a shareholder service plan for Class A shares (the "Class A Service Plan") under which firms, including the Distributor, that provide 17 shareholder and administrative services may receive compensation therefor. Under the Class A Service Plan, the Distributor may provide those services itself, or may enter into arrangements under which third parties provide such services and are compensated by the Distributor. Under such arrangements, the Distributor may retain as profit any difference between the fee it receives and the amount it pays such third parties. In addition, the Portfolios may enter into such arrangements directly. Under the Class A Service Plan, a Portfolio may pay the Distributor a fee at a negotiated annual rate of up to .25% of the average daily net assets of such Portfolio attributable to Class A shares that are subject to the arrangement in return for provision of a broad range of shareholder and administrative services, including: maintaining client accounts; arranging for bank wires; responding to client inquiries concerning services provided for investments; changing dividend options; account designations and addresses; providing sub-accounting; providing information on share positions to clients; forwarding shareholder communications to clients; processing purchase, exchange and redemption orders; and processing dividend payments. In addition, the International Equity Portfolio has adopted a distribution plan for its Class D shares (the "Class D Plan") pursuant to Rule 12b-1 under the 1940 Act. It is possible that an institution may offer different classes of shares to its customers and thus receive different compensation with respect to different classes. These financial institutions may also charge separate fees to their customers. The Trust may execute brokerage or other agency transactions through the Distributor, for which the Distributor may receive compensation. The Distributor may, from time to time and at its own expense, provide promotional incentives, in the form of cash or other compensation, to certain financial institutions whose representatives have sold or are expected to sell significant amounts of the Portfolios' shares. PURCHASE AND REDEMPTION OF SHARES ____________________________________________________________________________ Financial institutions may acquire Class A shares of the Portfolios for their own account, or as a record owner on behalf of fiduciary, agency or custody accounts, by placing orders with the Transfer Agent. Institutions that use certain SEI proprietary systems may place orders electronically through those systems. Financial institutions may impose an earlier cut-off time for receipt of purchase orders directed through them to allow for processing and transmittal of these orders to the Transfer Agent for effectiveness on the same day. Financial institutions which purchase shares for the accounts of their customers may impose separate charges on these customers for account services. Shares of each Portfolio may be purchased or redeemed on days on which the New York Stock Exchange is open for business ("Business Days"). The minimum initial 18 investment in a Portfolio is $100,000; however, the minimum investment may be waived at the Distributor's discretion. All subsequent purchases must be at least $1,000. Shareholders who desire to purchase shares for cash must place their orders with the Transfer Agent (or its authorized agent) prior to 4:00 p.m. Eastern time on any Business Day for the order to be accepted on that Business Day. Generally, cash investments must be transmitted or delivered in federal funds to the wire agent on the next Business Day following the day the order is placed. The Trust reserves the right to reject a purchase order when the Distributor determines that it is not in the best interest of the Trust or its shareholders to accept such purchase order. In addition, because excessive trading (including short-term "market timing" trading) can hurt a Portfolio's performance, each Portfolio may refuse purchase orders from any shareholder account if the accountholder has been advised that previous purchase and redemption transactions were considered excessive in number or amount. Accounts under common control or ownership, including those with the same taxpayer identification number and those administered so as to redeem or purchase shares based upon certain predetermined market indicators, will be considered one account for this purpose. Purchases will be made in full and fractional shares of the Portfolios calculated to three decimal places. The Trust will send shareholders a statement of shares owned after each transaction. The purchase price of shares is the net asset value next determined after a purchase order is received and accepted by the Trust. The net asset value per share of each Portfolio is determined by dividing the total market value of a Portfolio's investment and other assets, less any liabilities, by the total number of outstanding shares of that Portfolio. Net asset value per share is determined daily as of the close of business of the New York Stock Exchange (currently, 4:00 p.m. Eastern time) on any Business Day. Information about the market value of each portfolio security may be obtained by SEI Management from an independent pricing service. Securities having maturities of 60 days or less at the time of purchase will be valued using the amortized cost method (described in the Statement of Additional Information), which approximates the securities' market value. The pricing service may use a matrix system to determine valuations of equity and fixed income securities. This system considers such factors as security prices, yields, maturities, call features, ratings and developments relating to specific securities in arriving at valuations. The pricing service may also provide market quotations. The procedures used by the pricing service and its valuations are reviewed by the officers of the Trust under the general supervision of the Trustees. Portfolio securities for which market quotations are available are valued at the last quoted sale price on each Business Day or, if there is no such reported sale, at the most recently quoted bid price. Shareholders who desire to redeem shares of the Portfolios must place their redemption orders with the Transfer Agent (or its authorized agent) prior to 4:00 p.m. Eastern time on any Business Day. The redemption price is the net asset value per share of the Portfolio next determined after receipt by the Transfer Agent of the redemption order. 19 Payment on redemption will be made as promptly as possible and, in any event, within seven days after the redemption order is received. The Trust intends to generally make redemptions in cash. The Trust may, however, make redemptions in whole or in part by a distribution in kind of readily marketable securities in lieu of cash. Shareholders may incur brokerage costs on the sale of any such securities so received in payment of redemptions. Purchase and redemption orders may be placed by telephone. Neither the Trust nor the Transfer Agent will be responsible for any loss, liability, cost or expense for acting upon wire instructions or upon telephone instructions that it reasonably believes to be genuine. The Trust and the Transfer Agent will each employ reasonable procedures to confirm that instructions communicated by telephone are genuine, including requiring a form of personal identification prior to acting upon instructions received by telephone and recording telephone instructions. If market conditions are extraordinarily active, or other extraordinary circumstances exist, shareholders may experience difficulties placing redemption orders by telephone, and may wish to consider placing orders by other means. PERFORMANCE ______________________________________________________________________ From time to time, each Portfolio may advertise the yield and total return. These figures will be based on historical earnings and are not intended to indicate future performance. No representation can be made concerning actual yields or future returns. The yield of a Portfolio refers to the income generated by a hypothetical investment, net of any sales charge imposed in the case of some of the Class D shares, in such Portfolio over a thirty day period. This income is then "annualized" (I.E., the income over thirty days is assumed to be generated over one year and is shown as a percentage of the investment). The total return of a Portfolio refers to the average compounded rate of return on a hypothetical investment for designated time periods, assuming that the entire investment is redeemed at the end of each period and assuming the reinvestment of all dividend and capital gain distributions. The performance of Class A shares will normally be higher than for Class D shares because of the additional distribution expenses, transfer agency expenses and sales charge (when applicable) charged to Class D shares. A Portfolio may periodically compare its performance to that of: (i) other mutual funds tracked by mutual fund rating services (such as Lipper Analytical), financial and business publications and periodicals; (ii) broad groups of comparable mutual funds; (iii) unmanaged indices which may assume investment of dividends but generally do not reflect deductions for administrative and management costs; or (iv) other investment alternatives. A Portfolio may quote Morningstar, Inc., a service that ranks mutual funds on the basis of risk-adjusted performance. A Portfolio may use long-term performance of these capital markets to demonstrate general long-term risk versus reward scenarios and 20 could include the value of a hypothetical investment in any of the capital markets. A Portfolio may also quote financial and business publications and periodicals as they relate to fund management, investment philosophy and investment techniques. A Portfolio may quote various measures of volatility and benchmark correlation in advertising and may compare these measures to those of other funds. Measures of volatility attempt to compare historical share price fluctuations or total returns to a benchmark while measures of benchmark correlation indicate how valid a comparative benchmark might be. Measures of volatility and correlation are calculated using averages of historical data and cannot be calculated precisely. TAXES ______________________________________________________________________________ The following summary of federal income tax consequences is based on current tax laws and regulations, which may be changed by legislative, judicial or administrative action. No attempt has been made to present a detailed explanation of the federal, state or local tax treatment of the Portfolios or their shareholders. In addition, state and local tax consequences of an investment in a Portfolio may differ from the federal income tax consequences described below. Accordingly, shareholders are urged to consult their tax advisers regarding specific questions as to federal, state and local taxes. Additional information concerning taxes is set forth in the Statement of Additional Information. TAX STATUS OF THE PORTFOLIOS Each Portfolio is treated as a separate entity for federal income tax purposes and is not combined with the Trust's other portfolios. The Portfolios intend to qualify for the special tax treatment afforded regulated investment companies ("RICs") under Subchapter M of the Code, so as to be relieved of federal income tax on net investment income and net capital gains (the excess of net long-term capital gain over net short-term capital losses) distributed to shareholders. TAX STATUS OF DISTRIBUTIONS Each Portfolio distributes substantially all of its net investment income (including net short-term capital gains) to shareholders. Dividends from a Portfolio's net investment income are taxable to its shareholders as ordinary income (whether received in cash or in additional shares) and generally will not qualify for the corporate dividends-received deduction unless derived from dividends received by a Portfolio from domestic (U.S.) corporations. Distributions of net capital gains are taxable to shareholders as long-term capital gains regardless of how long the shareholders have held shares. The Portfolios provide annual reports to shareholders of the federal income tax status of all distributions. Dividends declared by a Portfolio in October, November or December of any year and payable to shareholders of record on a date in such a month will be deemed to have been paid by the Portfolio and received by the Shareholders on December 31 of the year declared if paid by the Portfolio at any time during the following January. Each Portfolio intends to make sufficient distributions to avoid liability for the federal excise tax applicable to RICs. 21 Investment income received by the Portfolios from sources within foreign countries may be subject to foreign income taxes withheld at the source. To the extent that a Portfolio is liable for foreign income taxes so withheld, the Portfolio intends to operate so as to meet the requirements of the Code to pass through to the shareholders credit for foreign income taxes paid. Although the Portfolios intend to meet Code requirements to pass through credit for such taxes, there can be no assurance that the Portfolios will be able to do so. Each sale, exchange or redemption of Portfolio shares is a taxable transaction to the shareholder. GENERAL INFORMATION ______________________________________________________________ THE TRUST The Trust was organized as a Massachusetts business trust under a Declaration of Trust dated June 30, 1988. The Declaration of Trust permits the Trust to offer separate series of shares and different classes of each portfolio. All consideration received by the Trust for shares of any class of any portfolio and all assets of such portfolio or class belong to that portfolio or class, respectively, and would be subject to the liabilities related thereto. The Trust pays its expenses, including fees of its service providers, audit and legal expenses, expenses of preparing prospectuses, proxy solicitation materials and reports to shareholders, costs of custodial services and registering the shares under federal and state securities laws, pricing, insurance expenses, litigation and other extraordinary expenses, brokerage costs, interest charges, taxes and organization expenses. Certain shareholders in one or more of the Portfolios may obtain asset allocation services from the Adviser and other financial intermediaries with respect to their investments in such Portfolios. If a sufficient amount of a Portfolio's assets are subject to such asset allocation services, the Portfolio may incur higher transaction costs and a higher portfolio turnover rate than would otherwise be anticipated as a result of redemptions and purchases of Portfolio shares pursuant to such services. Further, to the extent that the Adviser is providing asset allocation services and providing investment advice to the Portfolios, it may face conflicts of interest in fulfilling its responsibilities because of the possible differences between the interests of its asset allocation clients and the interest of the Portfolios. TRUSTEES OF THE TRUST The management and affairs of the Trust are supervised by the Trustees under the laws of the Commonwealth of Massachusetts. The Trustees have approved contracts under which, as described above, certain companies provide essential management services to the Trust. VOTING RIGHTS Each share held entitles the shareholder of record to one vote. Shareholders of each Portfolio or class will vote separately on matters pertaining solely to that Portfolio or class, such as any distribution plan. As a Massachusetts business trust, the Trust 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 22 special meeting called upon written request of shareholders owning at least 10% of the outstanding shares of the Trust. In the event that such a meeting is requested, the Trust will provide appropriate assistance and information to the shareholders requesting the meeting. REPORTING The Trust issues an unaudited report semi-annually and audited financial statements annually. The Trust furnishes proxy statements and other reports to shareholders of record. SHAREHOLDER INQUIRIES Shareholder inquiries should be directed to the Manager, SEI Fund Management, Oaks, Pennsylvania 19456. DIVIDENDS Substantially all of the net investment income (exclusive of capital gains) of each Portfolio is periodically declared and paid as a dividend. Currently, net capital gains (the excess of net long-term capital gain over net short-term capital loss) realized, if any, will be distributed at least annually. Shareholders automatically receive all income dividends and capital gain distributions in additional shares at the net asset value next determined following the record date, unless the shareholder has elected to take such payment in cash. Shareholders may change their election by providing written notice to SEI Management at least 15 days prior to the distribution. Dividends and capital gains of each Portfolio are paid on a per-share basis. The value of each share will be reduced by the amount of any such payment. If shares are purchased shortly before the record date for a dividend or capital gains distributions, a shareholder will pay the full price for the share and receive some portion of the price back as a taxable dividend or distribution. COUNSEL AND INDEPENDENT ACCOUNTANTS Morgan, Lewis & Bockius LLP serves as counsel to the Trust. Price Waterhouse LLP serves as the independent accountants of the Trust. CUSTODIAN AND WIRE AGENT State Street Bank and Trust Company, 225 Franklin Street, Boston, Massachusetts 02110, acts as Custodian for the assets of the International Equity, Emerging Markets Equity, International Fixed Income and Emerging Markets Debt Portfolios (the "Custodian"). The Custodian holds cash, securities and other assets of the Trust as required by the 1940 Act. CoreStates Bank, N.A., Broad and Chestnut Streets, P.O. Box 7618, Philadelphia, Pennsylvania 19101, acts as wire agent of the Trust's assets. 23 DESCRIPTION OF PERMITTED INVESTMENTS AND RISK FACTORS ____________________________________________________________________________ The following is a description of certain of the permitted investment practices for the Portfolios, and the associated risk factors: AMERICAN DEPOSITARY RECEIPTS ("ADRS"), CONTINENTAL DEPOSITARY RECEIPTS ("CDRS"), EUROPEAN DEPOSITARY RECEIPTS ("EDRS") AND GLOBAL DEPOSITARY RECEIPTS ("GDRS") ADRs are securities, typically issued by a U.S. financial institution (a "depositary"), that evidence ownership interests in a security or a pool of securities issued by a foreign issuer and deposited with the depositary. EDRs, which are sometimes referred to as Continental Depositary Receipts ("CDRs"), are securities, typically issued by a non-U.S. financial institution, that evidence ownership interests in a security or a pool of securities issued by either a U.S. or foreign issuer. GDRs are issued globally and evidence a similar ownership arrangement. Generally, ADRs are designed for trading in the U.S. securities market, EDRs are designed for trading in European Securities Markets and GDRs are designed for trading in non-U.S. Securities Markets. ADRs, EDRs, CDRs and GDRs may be available for investment through "sponsored" or "unsponsored" facilities. A sponsored facility is established jointly by the issuer of the security underlying the receipt and a depositary, whereas an unsponsored facility may be established by a depositary without participation by the issuer of the receipt's underlying security. 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 debt restructuring under a plan introduced by former U.S. Secretary of the Treasury, Nicholas F. Brady (the "Brady Plan"). 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 restricted 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 24 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. CONVERTIBLE SECURITIES Convertible securities are securities that are exchangeable for a set number of another security at a prestated price. Convertible securities typically have characteristics similar to both fixed income and equity securities. Because of the conversion feature, the market value of a convertible security tends to move with the market value of the underlying stock. The value of a convertible security is also affected by prevailing interest rates, the credit quality of the issuer, and any call provisions. DERIVATIVES Derivatives are securities that derive their value from other securities, assets or indices. The following are considered derivative securities: options on futures, futures, options (E.G., puts and calls), swap agreements, mortgage-backed securities (E.G., CMOs, REMICs, IOs and POs), when-issued securities and forward commitments, floating and variable rate securities, convertible securities, "stripped" U.S. Treasury securities (E.G., Receipts and STRIPs), privately issued stripped securities (E.G., TGRs, TRs and CATS). See elsewhere in this "Description of Permitted Investments and Risk Factors" for discussions of certain of these instruments. DOLLAR ROLLS "Dollar rolls" are transactions in which securities are sold for delivery in the current month and the seller 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 Portfolio being paid a fee as consideration for entering into the commitment to purchase. 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. FORWARD FOREIGN CURRENCY CONTRACTS A forward contract involves an obligation to purchase or sell a specific currency amount at a future date, agreed upon by the parties, at a price set at the time of the contract. A Portfolio may also enter into a contract to sell, for a fixed amount of U.S. dollars or other appropriate currency, the amount of foreign currency approximating the value of some or all of the Portfolio's securities denominated in such foreign currency. 25 At the maturity of a forward contract, the Portfolio may either sell a portfolio security and make delivery of the foreign currency, or it may retain the security and terminate its contractual obligation to deliver the foreign currency by purchasing an "offsetting" contract with the same currency trader, obligating it to purchase, on the same maturity date, the same amount of the foreign currency. The Portfolio may realize a gain or loss from currency transactions. FUTURES AND OPTIONS ON FUTURES Futures contracts provide for the future sale by one party and purchase by another party of a specified amount of a specific security at a specified future time and at a specified price. An option on a futures contract gives the purchaser the right, in exchange for a premium, to assume a position in a futures contract at a specified exercise price during the term of the option. A Portfolio may use futures contracts and related options for bona fide hedging purposes, to offset changes in the value of securities held or expected to be acquired or be disposed of, to minimize fluctuations in foreign currencies, or to gain exposure to a particular market or instrument. A Portfolio will minimize the risk that it will be unable to close out a futures contract by only entering into futures contracts which are traded on national futures exchanges. 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 Portfolio purchases futures contracts, it will collateralize its position by depositing an amount of cash or liquid securities equal to the market value of the futures positions held, less margin deposits, in a segregated account with the Trust's custodian. Collateral equal to the current market value of the futures position will be marked to market on a daily basis. A Portfolio may enter into futures contracts and options on futures contracts traded on an exchange regulated by the Commodities Futures Trading Commission ("CFTC"), as long as, to the extent that such transactions are not for "bona fide hedging purposes," the aggregate initial margin and premiums on such positions (excluding the amount by which such options are in the money) do not exceed 5% of a Portfolio's net assets. There are risks associated with these activities, including the following: (1) the success of a hedging strategy may depend on an ability to predict movements in the prices of individual securities, fluctuations in markets and movements in interest rates; (2) there may be an imperfect or no correlation between the changes in market value of the securities held by the Portfolio and the prices of futures and options on futures; (3) there may not be a liquid secondary market for a futures contract or option; (4) trading 26 restrictions or limitations may be imposed by an exchange; and (5) government regulations may restrict trading in futures contracts and futures options. HIGH YIELD FOREIGN SOVEREIGN DEBT SECURITIES Investing in fixed and floating rate high yield foreign sovereign debt securities will expose a Portfolio to the direct or indirect consequences of political, social or economic changes in the countries that issue the securities. The ability and willingness of sovereign obligors in developing and emerging market countries or the governmental authorities that control repayment of their external debt to pay principal and interest on such debt when due may depend on general economic and political conditions within the relevant country. Countries such as those in which a Portfolio 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. 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. 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 business days at approximately the price at which they are being carried on a Portfolio's books. Illiquid securities include demand instruments with demand notice periods exceeding seven days, securities for which there is no active secondary market, and repurchase agreements with 27 maturities or durations over seven days in length. The Portfolios 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 Portfolio, 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 Portfolio may be required to bear the expenses of registration. In addition, the Emerging Markets Equity Portfolio believes that carefully selected investments in joint ventures, cooperatives, partnerships, private placements, unlisted securities and other similar situations (collectively, "special situations") could enhance the Portfolio's capital appreciation potential. To the extent these investments are deemed illiquid, the Emerging Markets Equity Portfolio'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 Portfolio'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 Portfolio does not intend to invest in other investment companies unless, in the judgment of its advisers, the potential benefits of such investments exceed the associated costs (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 Portfolio also may incur tax liability to the extent it invests in the stock of a foreign issuer that constitutes a "passive foreign investment company." JUNK BONDS Bonds rated below investment grade are often referred to as "junk bonds." Such securities involve greater risk of default or price declines than investment grade securities due to changes in the issuer's creditworthiness and the outlook for economic growth. The market for these securities may be less active, causing market price volatility and limited 28 liquidity in the secondary market. This may limit a Portfolio's ability to sell such securities at their market value. In addition, the market for these securities may also 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. LOAN PARTICIPATIONS AND ASSIGNMENTS Loan participations are interests in loans to corporations or governments which are administered by the lending bank or agent for a syndicate of lending banks, and sold by the lending bank, financial institution or syndicate member ("intermediary bank"). In a loan participation, the borrower will be deemed to be the issuer of the participation interest, except to the extent the Portfolio derives its rights from the intermediary bank. Because the intermediary bank does not guarantee a loan participation in any way, a loan participation is subject to the credit risks generally associated with the underlying borrower. In the event of the bankruptcy or insolvency of the borrower, a loan participation may be subject to certain defenses that can be asserted by such borrower as a result of improper conduct by the intermediary bank. In addition, in the event the underlying borrower fails to pay principal and interest when due, the Portfolio may be subject to delays, expenses and risks that are greater than those that would have been involved if the Portfolio had purchased a direct obligation of such borrower. Under the terms of a loan participation, the Portfolio may be regarded as a creditor of the intermediary bank, (rather than of the underlying borrower), so that the Portfolio 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 Portfolio 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 Portfolio 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 Portfolios' 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. 29 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 Portfolio 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 Portfolio may purchase and write put and call options on foreign currencies (traded on U.S. and foreign exchanges or over-the-counter markets), to manage its exposure to exchange rates. Call options on foreign currency written by a Portfolio will be "covered," which means that the Portfolio will own an equal amount of the underlying foreign currency. With respect to put options on foreign currency written by a Portfolio, the Portfolio will establish a segregated account with its custodian consisting of cash or liquid securities in an amount equal to the amount the Portfolio would be required to pay upon exercise of the put. All options written on indices or securities must be covered. When a Portfolio writes an option on an index or security, it will establish a segregated account containing cash or liquid securities with its custodian in an amount at least equal to the market value of the option and will maintain the account while the option is open, or will otherwise cover the transaction. RISK FACTORS: Risks associated with options transactions include: (1) the success of a hedging strategy may depend on an ability to predict movements in the prices of individual securities, fluctuations in markets and movements in interest rates; (2) there 30 may be an imperfect correlation between the movement in prices of options and the securities underlying them; (3) there may not be a liquid secondary market for options; and (4) while a Portfolio will receive a premium when it writes covered call options, it may not participate fully in a rise in the market value of the underlying security. PRIVATIZATIONS Privatizations are foreign government programs for selling all or part of the interests in government owned or controlled enterprises. The ability of a U.S. entity to participate in privatizations in certain foreign countries may be limited by local law, or the terms on which a Portfolio may be permitted to participate may be less advantageous than those applicable for local investors. There can be no assurance that foreign governments will continue to sell their interests in companies currently owned or controlled by them or that privatization programs will be successful. RECEIPTS 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. REPURCHASE AGREEMENTS Repurchase agreements are agreements by which a Portfolio obtains a security and simultaneously commits to return the security to the seller at an agreed upon price (including principal and interest) on an agreed upon date within a number of days from the date of purchase. Repurchase agreements are considered loans under the 1940 Act. REVERSE REPURCHASE AGREEMENTS Certain Portfolios may borrow funds for temporary purposes by entering into reverse repurchase agreements. Pursuant to such agreements, a Portfolio 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 Portfolio enters into reverse repurchase agreements only to avoid otherwise selling securities during unfavorable market conditions to meet redemptions. At the time the Portfolio enters into a reverse repurchase agreement, it places in a segregated custodial account liquid assets such as U.S. Government securities or other 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 Portfolio may decline below the price at which it is obligated to repurchase the securities. Reverse repurchase agreements are considered to be borrowings by a Portfolio under the 1940 Act. SECURITIES LENDING In order to generate additional income, a Portfolio may lend securities which it owns pursuant to agreements requiring that the loan be continuously secured by collateral consisting of cash or securities of the U.S. Government or its agencies equal to at least 100% of the market value of the loaned securities. A Portfolio continues to receive interest 31 on the loaned securities while simultaneously earning interest on the investment of cash collateral. Collateral is marked to market daily. There may be risks of delay in recovery of the securities or even loss of rights in the collateral should the borrower of the securities fail financially or become insolvent. SHORT SALES A Portfolio may only sell securities short "against the box." A short sale is "against the box" if at all times during which the short position is open, the Portfolio owns at least an equal amount of the securities or securities convertible into, or exchangeable without further consideration for, securities of the same issue as the securities that are sold short. STRUCTURED SECURITIES The Emerging Markets Debt Portfolio 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 Portfolio anticipates it will invest typically involve no credit enhancement, their credit risk generally will be equivalent to that of the underlying instruments. The Portfolio 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 Portfolio's investment in such securities may be limited by certain investment restrictions contained in the 1940 Act. SWAPS, CAPS, FLOORS AND COLLARS Interest rate swaps, mortgage swaps, currency swaps and other types of swap agreements such as caps, floors and collars are designed to permit the purchaser to preserve a return or spread on a particular investment or portion of its portfolio, and to protect against any increase in the price of securities a Portfolio anticipates purchasing at a later date. Swap agreements will tend to shift a Portfolio's investment exposure from one type of investment to another. Depending on how they are used, swap agreements may increase or decrease the overall volatility of a Portfolio's investment and their share price and yield. 32 U.S. GOVERNMENT AGENCY SECURITIES Obligations issued or guaranteed by agencies of the U.S. Government, including, among others, the Federal Farm Credit Bank, the Federal Housing Administration and the Small Business Administration and obligations issued or guaranteed by instrumentalities of the U.S. Government, including, among others, the Federal Home Loan Mortgage Corporation, the Federal Land Banks and the U.S. Postal Service. Some of these securities are supported by the full faith and credit of the U.S. Treasury (E.G., Government National Mortgage Association Securities), and others are supported by the right of the issuer to borrow from the Treasury (E.G., Federal Farm Credit Bank Securities), while still others are supported only by the credit of the instrumentality (E.G., Fannie Mae Securities). 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. WARRANTS Warrants are instruments giving holders the right, but not the obligation, to buy equity or fixed-income securities of a company at a given price during a specified period. WHEN-ISSUED AND DELAYED DELIVERY SECURITIES When-issued or delayed delivery transactions involve the purchase of an instrument with payment and delivery taking place in the future. Delivery of and payment for these securities may occur a month or more after the date of the purchase commitment. A Portfolio will maintain with its Custodian a separate account with liquid securities or cash in an amount at least equal to these commitments. The interest rate realized on these securities is fixed as of the purchase date, and no interest accrues to a Portfolio before settlement. ZERO COUPON, PAY IN-KIND AND DEFERRED PAYMENT 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 33 "phantom income" annually. Because a Portfolio 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 Portfolio 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. Additional information on other permitted investments can be found in the Statement of Additional Information. 34 TABLE OF CONTENTS _________________________________________________________________ Annual Operating Expenses........................ 2 Financial Highlights............................. 3 The Trust........................................ 4 Investment Objectives and Policies............... 4 General Investment Policies and Risk Factors..... 8 Investment Limitations........................... 11 The Manager...................................... 12 The Advisers..................................... 13 The Sub-Advisers................................. 14 Distribution and Shareholder Servicing........... 17 Purchase and Redemption of Shares................ 18 Performance...................................... 20 Taxes............................................ 21 General Information.............................. 22 Description of Permitted Investments and Risk Factors......................................... 24
PROSPECTUS JUNE 30, 1997 - -------------------------------------------------------------------------------- INTERNATIONAL EQUITY PORTFOLIO - -------------------------------------------------------------------------------- Please read this Prospectus carefully before investing, and keep it on file for future reference. It concisely sets forth information that can help you decide if the Portfolio's investment goals match your own. A Statement of Additional Information (SAI) dated June 30, 1997, has been filed with the Securities and Exchange Commission (the "SEC") and is available upon request and without charge by writing the Distributor, SEI Investments Distribution Co., Oaks, Pennsylvania 19456, or by calling 1-800-437-6016. The Statement of Additional Information is incorporated by reference into this Prospectus. SEI International Trust (the "Trust") is an open-end management investment company that offers shareholders a convenient means of investing their funds in one or more professionally managed diversified and non-diversified portfolios of securities. The International Equity Portfolio, an investment portfolio of the Trust, offers two classes of shares, Class A shares and Class D shares. Class D shares differ from Class A shares primarily in the imposition of sales charges and the allocation of certain distribution expenses and transfer agent fees. Class D shares are available through SEI Investments Distribution Co. (the Trust's distributor) and through participating broker-dealers, financial institutions and other organizations. This Prospectus relates to the Class D shares of the International Equity Portfolio (the "Portfolio"). - -------------------------------------------------------------------------------- THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION, NOR HAS THE SECURITIES AND EXCHANGE COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. THE TRUST'S SHARES ARE NOT DEPOSITS OR OBLIGATIONS OF, OR GUARANTEED OR ENDORSED BY, ANY BANK. THE TRUST'S SHARES ARE NOT FEDERALLY INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION, THE FEDERAL RESERVE BOARD OR ANY OTHER GOVERNMENT AGENCY. INVESTMENT IN THE SHARES INVOLVES RISK, INCLUDING POSSIBLE LOSS OF THE PRINCIPAL AMOUNT INVESTED. HOW TO READ THIS PROSPECTUS ____________________________________________________ This Prospectus gives you information that you should know about the Portfolio before investing. Brief descriptions are also provided throughout the Prospectus to better explain certain key points. To find these helpful guides, look for this symbol. FUND HIGHLIGHTS ___________________________________________________________________ The following summary provides basic information about the Class D shares of the Trust's International Equity Portfolio. This summary is qualified in its entirety by reference to the more detailed information provided elsewhere in this Prospectus and in the Statement of Additional Information. INVESTMENT OBJECTIVE AND POLICIES Below is the investment objective and policies for the Portfolio. For more information, see "Investment Objective and Policies," "General Investment Policies" and "Description of Permitted Investments and Risk Factors." INTERNATIONAL EQUITY PORTFOLIO The International Equity Portfolio seeks to provide long-term capital appreciation by investing primarily in a diversified portfolio of equity securities of non-U.S. issuers. UNDERSTANDING RISK Shares of the Portfolio, like shares of any mutual fund, will fluctuate in value, and when you sell your shares, they may be worth more or less than what you paid for them. The Portfolio may invest in equity securities that are affected by market and economic factors, and in fixed income securities that tend to vary inversely with interest rates and may be affected by other market and economic factors as well, which may cause these securities to fluctuate in value. Investing in the securities of foreign companies involves special risks and considerations not typically associated with investing in U.S. companies. In addition, there can be no assurance that any Portfolio will achieve its investment objective. See "Investment Objectives and Policies" and "Description of Permitted Investments and Risk Factors." FUND HIGHLIGHTS................................... 2 TABLE OF CONTENTS PORTFOLIO EXPENSES................................ 4 FINANCIAL HIGHLIGHTS.............................. 5 YOUR ACCOUNT AND DOING BUSINESS WITH US........... 6 INVESTMENT OBJECTIVE AND POLICIES................. 9 GENERAL INVESTMENT POLICIES AND RISK FACTORS...... 10 INVESTMENT LIMITATIONS............................ 11 THE MANAGER AND SHAREHOLDER SERVICING AGENT....... 12 THE ADVISER....................................... 12 THE SUB-ADVISERS.................................. 13 DISTRIBUTION...................................... 15 PERFORMANCE....................................... 16 TAXES............................................. 17 ADDITIONAL INFORMATION ABOUT DOING BUSINESS WITH US........................................... 18 GENERAL INFORMATION............................... 23 DESCRIPTION OF PERMITTED INVESTMENTS AND RISK FACTORS...................................... 25
2 MANAGEMENT PROFILE SEI FINANCIAL MANAGEMENT CORPORATION ("SFM") serves as the investment adviser for the International Equity Portfolio. ACADIAN ASSET MANAGEMENT, INC., FARRELL WAKO GLOBAL INVESTMENT, INC., LAZARD LONDON INTERNATIONAL INVESTMENT MANAGEMENT LIMITED, SELIGMAN HENDERSON CO. and YAMAICHI CAPITAL MANAGEMENT, INC. and YAMAICHI CAPITAL MANAGEMENT (SINGAPORE) LIMITED each serve as an investment sub-adviser for a portion of the assets of the International Equity Portfolio. SEI Fund Management serves as the manager and shareholder servicing agent of the Trust. DST Systems, Inc. acts as the transfer agent (the "Transfer Agent") of the Class D shares of the Trust. SEI Investments Distribution Co. acts as distributor ("Distributor") of the Trust's shares. See "The Manager and Shareholder Servicing Agent," "The Adviser," "The Sub-Advisers" and INVESTMENT "Distribution." PHILOSOPHY BELIEVING THAT NO SINGLE INVESTMENT ADVISER CAN DELIVER OUTSTANDING PERFORMANCE IN EVERY INVESTMENT CATEGORY, ONLY THOSE ADVISERS WHO HAVE DISTINGUISHED THEMSELVES WITHIN THEIR AREAS OF SPECIALIZATION ARE SELECTED TO ADVISE OUR MUTUAL FUNDS. YOUR ACCOUNT AND DOING BUSINESS WITH US You may open an account with just $1,000 and make additional investments with as little as $100. Class D shares of the Portfolio are offered at net asset value per share plus a maximum sales charge at the time of purchase of 5.00%. Shareholders who purchase higher amounts may qualify for a reduced sales charge. Redemptions of the Portfolio's shares are made at net asset value per share. See "Your Account and Doing Business with Us" and "Additional Information About Doing Business With Us." DIVIDENDS Substantially all of the net investment income (exclusive of capital gains) of the Portfolio is periodically declared and paid as a dividend. Any realized net capital gain is distributed at least annually. Distributions are paid in additional shares unless you elect to take the payment in cash. See "Dividends." INFORMATION/SERVICE CONTACTS For more information about Class D shares call 1-800-437-6016. 3 PORTFOLIO EXPENSES _______________________________________________________________ The purpose of the following table is to help you understand the various costs and expenses that you, as a shareholder, will bear directly or indirectly in connection with an investment in the Class D shares. SHAREHOLDER TRANSACTION EXPENSES (AS A PERCENTAGE OF OFFERING PRICE) - --------------------------------------------------------------------------------
INTERNATIONAL EQUITY PORTFOLIO ---------------- Maximum Sales Charge Imposed on Purchases 5.00% Maximum Sales Charge Imposed on Reinvested Dividends None Redemption Fees (1) None
ANNUAL OPERATING EXPENSES (AS A PERCENTAGE OF AVERAGE NET ASSETS) - -------------------------------------------------------------------------------- Management/Advisory Fees (AFTER FEE WAIVER) (2) .86% 12b-1 Fees (AFTER FEE WAIVER)(3) .25% Other Expenses .32% - --------------------------------------------------------- Total Operating Expenses (AFTER FEE WAIVERS) (4) 1.43% - ---------------------------------------------------------
(1) A CHARGE, CURRENTLY $10.00, IS IMPOSED ON WIRES OF REDEMPTION PROCEEDS OF THE PORTFOLIO'S CLASS D SHARES. (2) SEI FUND MANAGEMENT ("SEI MANAGEMENT") AND THE ADVISER HAVE WAIVED, ON A VOLUNTARY BASIS, A PORTION OF THEIR FEE, AND MANAGEMENT/ADVISORY FEES SHOWN REFLECT THESE WAIVERS. SEI MANAGEMENT AND THE ADVISER EACH RESERVE THE RIGHT TO TERMINATE ITS WAIVER AT ANY TIME IN ITS SOLE DISCRETION. ABSENT SUCH FEE WAIVER, MANAGEMENT/ADVISORY FEES FOR THE PORTFOLIO WOULD BE .96%. MANAGEMENT/ADVISORY FEES HAVE BEEN RESTATED TO REFLECT CURRENT EXPENSES. (3) THE 12B-1 FEES SHOWN REFLECT THE DISTRIBUTOR'S VOLUNTARY WAIVER OF A PORTION OF ITS COMPENSATORY FEE. THE DISTRIBUTOR RESERVES THE RIGHT TO TERMINATE ITS WAIVER AT ANY TIME IN ITS SOLE DISCRETION. THE MAXIMUM 12B-1 FEE PAYABLE BY THE CLASS D SHARES OF THE PORTFOLIO IS .30%. (4) ABSENT THE VOLUNTARY FEE WAIVERS DESCRIBED ABOVE, THE TOTAL OPERATING EXPENSES WOULD BE 1.58% FOR THE INTERNATIONAL EQUITY PORTFOLIO. ADDITIONAL INFORMATION MAY BE FOUND UNDER "THE ADVISER," "THE SUB-ADVISERS" AND "THE MANAGER AND SHAREHOLDER SERVICING AGENT." EXAMPLE - --------------------------------------------------------------------------------
1 YR. 3 YRS. 5 YRS. 10 YRS. ------- ------- ------- -------- An investor in the Portfolio would pay the following expenses on a $1000 investment assuming (1) imposition of the maximum sales charge, (2) a 5% annual return and (3) redemption at the end of each time period: International Equity $ 64 $ 93 $ 124 $ 213 - -------------------------------------------------------------------------------------
THE EXAMPLE SHOULD NOT BE CONSIDERED A REPRESENTATION OF PAST OR FUTURE EXPENSES. ACTUAL EXPENSES MAY BE GREATER OR LESS THAN THOSE SHOWN. THE PURPOSE OF THE EXPENSE TABLE AND EXAMPLE IS TO ASSIST THE INVESTOR IN UNDERSTANDING THE VARIOUS COSTS AND EXPENSES THAT MAY BE DIRECTLY OR INDIRECTLY BORNE BY INVESTORS IN CLASS D SHARES OF THE PORTFOLIO. THE PORTFOLIO ALSO OFFERS CLASS A SHARES, WHICH ARE SUBJECT TO THE SAME EXPENSES, EXCEPT THAT THERE ARE NO SALES CHARGES, DIFFERENT DISTRIBUTION COSTS AND NO TRANSFER AGENT COSTS. ADDITIONAL INFORMATION MAY BE FOUND UNDER "THE MANAGER AND SHAREHOLDER SERVICING AGENT," "THE ADVISER," "THE SUB-ADVISERS" AND "DISTRIBUTION." THE RULES OF THE SECURITIES AND EXCHANGE COMMISSION REQUIRE THAT THE MAXIMUM SALES CHARGE BE REFLECTED IN THE ABOVE TABLE. HOWEVER, CERTAIN INVESTORS MAY QUALIFY FOR REDUCED SALES CHARGES. SEE "PURCHASE OF SHARES." LONG-TERM SHAREHOLDERS MAY PAY MORE THAN THE ECONOMIC EQUIVALENT OF THE MAXIMUM FRONT-END SALES CHARGES OTHERWISE PERMITTED BY THE CONDUCT RULES OF THE NATIONAL ASSOCIATION OF SECURITIES DEALERS, INC. 4 FINANCIAL HIGHLIGHTS ______________________________________________________________ The following information has been audited by Price Waterhouse LLP, the Trust's independent accountants, as indicated in their report dated April 9, 1997 on the Trust's financial statements as of February 28, 1997, incorporated into the Trust's Statement of Additional Information. The Trust's financial statements and additional performance information are set forth in the 1997 Annual Report to Shareholders, which is available upon request and without charge by calling 1-800-437-6016. This table should be read in conjunction with the Trust's financial statements and notes thereto. FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD FOR THE PERIODS ENDED FEBRUARY 28,
NET ASSET NET DISTRIBUTIONS NET VALUE INVESTMENT NET REALIZED AND FROM NET DISTRIBUTIONS ASSETS BEGINNING INCOME/ UNREALIZED INVESTMENT FROM RETAINED RETURN OF END OF TOTAL OF PERIOD (LOSS) GAINS/(LOSSES) INCOME(2) CAPITAL GAINS CAPITAL PERIOD RETURN - -------------------------------------------------------------------------------------------------------------------------------- - ------------------ INTERNATIONAL EQUITY PORTFOLIO - ------------------ CLASS D 1997 $ 9.93 $0.05 $ 0.47 $(0.05) $(0.82) -- $ 9.58 5.39% 1996 9.56 0.04 1.50 (0.18) (0.99) -- 9.93 16.77 1995 (1) 10.81 0.01 (0.67) -- (0.59) -- 9.56 (6.33) RATIO OF END OF EXPENSES TO (LOSS) TO NET ASSETS ASSETS PORTFOLIO AVERAGE PERIOD AVERAGE NET AVERAGE (EXCLUDING (EXCLUDING TURNOVER COMMISSION (000) ASSETS NET ASSETS WAIVERS) WAIVERS) RATE RATE+ - ------------------ - ------------------ INTERNATIONAL EQUITY PORTFOLIO - ------------------ CLASS D 1997 $ 177 1.55% 0.71% 1.65% 0.61% 117% $0.0172 1996 199 1.65 0.58 1.90 0.33 102 n/a 1995 (1) 51 1.47 0.42 1.48 0.41 64 n/a
(1) INTERNATIONAL EQUITY CLASS D SHARES WERE OFFERED BEGINNING MAY 1, 1994. ALL RATIOS FOR THAT PERIOD HAVE BEEN ANNUALIZED. (2) DISTRIBUTIONS FROM NET INVESTMENT INCOME INCLUDE DISTRIBUTIONS OF CERTAIN FOREIGN CURRENCY GAINS AND LOSSES. + AVERAGE COMMISSION RATE PAID PER SHARE FOR SECURITY PURCHASES AND SALES DURING THE PERIOD. PRESENTATION OF THE RATE IS REQUIRED FOR FISCAL YEARS BEGINNING AFTER SEPTEMBER 1, 1995. GENERALLY, NON-U.S. COMMISSIONS ARE LOWER THAN U.S. COMMISSIONS WHEN EXPRESSED AS CENTS PER SHARE, BUT HIGHER WHEN EXPRESSED AS A PERCENTAGE OF TRANSACTIONS BECAUSE OF THE LOWER PER-SHARE PRICES OF MANY NON-U.S. SECURITIES. 5 YOUR ACCOUNT AND DOING BUSINESS WITH US ______________________________________ Class D shares of the Portfolio are sold on a continuous basis and may be purchased directly from the Trust's Transfer Agent, DST Systems, Inc. Shares may also be purchased through financial institutions, broker-dealers, or other organizations ("Intermediaries") which have established a dealer agreement or other arrangement with SEI Investments Distribution Co. For more information about the following topics, see "Additional Information About Doing Business with Us." - -------------------------------------------------------------------------------- HOW TO BUY, SELL AND EXCHANGE SHARES THROUGH INTERMEDIARIES Class D shares of the Portfolio may be purchased through Intermediaries which provide various levels of shareholder services to their customers. Contact your Intermediary for information about the services available to you and for specific instructions on how to buy, sell and exchange shares. To allow for processing and transmittal of orders to the Transfer Agent (or its authorized agent) on the same day, Intermediaries may impose earlier cut-off times for receipt of purchase orders. Certain Intermediaries may charge customer account fees. Information concerning shareholder services and any charges will be provided to the WHAT IS AN customer by the Intermediary. INTERMEDIARY? ANY ENTITY, SUCH AS A BANK, BROKER-DEALER, OTHER FINANCIAL INSTITUTION, ASSOCIATION OR ORGANIZATION THAT HAS ENTERED INTO AN AGREEMENT WITH THE DISTRIBUTOR TO SELL CLASS D SHARES OF THE PORTFOLIO TO THEIR CUSTOMERS. The shares you purchase through an Intermediary may be held "of record" by that Intermediary. If you want to transfer the registration of shares beneficially owned by you, but held "of record" by an Intermediary, you should call the Intermediary to request this change. HOW TO BUY SHARES FROM THE TRANSFER AGENT Account Application forms can be obtained by calling 1-800-437-6016. OPENING AN ACCOUNT BY CHECK You may buy Class D shares by mailing a completed application and a check (or other negotiable bank instrument or money order) to the Transfer Agent. All purchases made by check should be in U.S. dollars and made payable to "Class D shares (Portfolio Name)." Third party checks, credit cards, credit card checks and cash will not be accepted. When purchases are made by check, redemption proceeds will not be forwarded until the investment being redeemed has been in the account for 15 days. If you send a check that does not clear, the purchase will be canceled and you could be liable for any losses or fees incurred. BY FED WIRE To buy shares by Fed Wire, call toll-free at 1-800-437-6016. AUTOMATIC INVESTMENT PLAN ("AIP") You may systematically buy Class D shares through deductions from your checking or savings accounts, provided these accounts are maintained through banks which are part of the Automated Clearing House ("ACH") system. You may purchase shares on a fixed schedule (semi-monthly or monthly) with amounts as low as $25, or as high as $100,000. 6 Upon notice, the amount you commit to the AIP may be changed or canceled at any time. The AIP is subject to account minimum initial purchase amounts and minimum maintained balance requirements. OTHER INFORMATION ABOUT BUYING SHARES SALES CHARGES Your purchase is subject to a sales charge which varies depending on the size of your purchase. The following table shows the regular sales charges on Class D shares of the Portfolio to a "single purchaser," together with the reallowance paid to dealers and the agency commission paid to brokers (collectively the "commission"): INTERNATIONAL EQUITY PORTFOLIO
- ----------------------------------------------------------------------------- SALES CHARGE AS REALLOWANCE AND SALES CHARGE AS APPROPRIATE BROKERAGE COMMISSION A PERCENTAGE OF PERCENTAGE OF NET AS PERCENTAGE OF AMOUNT OF PURCHASE OFFERING PRICE AMOUNT INVESTED OFFERING PRICE - --------------------------------------------------------------------------------------- < $50,000 5.00% 5.26% 4.50% $50,000 but < $100,000 4.50% 4.71% 4.00% $100,000 but < $250,000 3.50% 3.63% 3.00% $250,000 but < $500,000 2.50% 2.56% 2.00% $500,000 but < $1,000,000 2.00% 2.04% 1.75% $1,000,000 but < $2,000,000 1.00% 1.01% 1.00% $2,000,000 but < $4,000,000 .50% .50% .50% Over $4,000,000 none none none - -----------------------------------------------------------------------------
The commissions shown in the table above apply to sales through Intermediaries. Under certain circumstances, commissions up to the amount of the entire sales charge may be re-allowed to certain Intermediaries, who might then be deemed to be "underwriters" under the Securities Act of 1933. RIGHT OF ACCUMULATION A Right of Accumulation allows you, under certain circumstances, to combine your current purchase with the current market value of previously purchased shares of the Portfolio and Class D shares of other portfolios in order to obtain a reduced sales charge. LETTER OF INTENT A Letter of Intent allows you, under certain circumstances, to aggregate anticipated purchases over a 13-month period to obtain a reduced sales charge. SALES CHARGE WAIVER Certain shareholders may qualify for a sales charge waiver. To determine whether or not you qualify for a sales charge waiver see "Additional Information About Doing Business with Us." Shareholders who qualify for a sales charge waiver must notify the Transfer Agent before purchasing shares. 7 EXCHANGING SHARES_______________________________________________________________ WHEN CAN YOU EXCHANGE SHARES? Once good payment for your shares has been received and accepted (I.E., an account has been established), you may exchange some or all of your shares for Class D shares of SEI Tax Exempt Trust, SEI Liquid Asset Trust and SEI Institutional Managed Trust ("SEI Funds"). Exchanges are made at net asset value plus any applicable sales charge. WHEN DO SALES CHARGES APPLY TO AN EXCHANGE? Portfolios that are not money market portfolios currently impose a sales charge on Class D shares. If you exchange into one of these "non-money market" portfolios, you will have to pay a sales charge on any portion of your exchanged Class D shares for which you have not previously paid a sales charge. If you previously paid a sales charge on your Class D shares, no additional sales charge will be assessed when you exchange those Class D shares for other Class D shares. If you buy Class D shares of a "non-money market" fund and you receive a sales charge waiver, you will be deemed to have paid the sales charge for purposes of this exchange privilege. In calculating any sales charge payable on your exchange, the Trust will assume that the first shares you exchange are those on which you have already paid a sales charge. Sales charge waivers may also be available under certain circumstances described in the SEI Funds' HOW DOES AN prospectuses. EXCHANGE TAKE PLACE? WHEN MAKING AN EXCHANGE, YOU AUTHORIZE THE SALE OF YOUR SHARES OF THE PORTFOLIO IN ORDER TO PURCHASE THE SHARES OF ANOTHER PORTFOLIO. IN OTHER WORDS, YOU ARE EXECUTING A SELL ORDER AND THEN A BUY ORDER. THIS SALE OF YOUR SHARES IS A TAXABLE EVENT WHICH COULD RESULT IN A TAXABLE GAIN OR LOSS. The Trust reserves the right to change the terms and conditions of the exchange privilege discussed herein, or to terminate the exchange privilege, upon 60 days' notice. The Trust also reserves the right to deny an exchange request made within 60 days of the purchase of a non-money market portfolio. REQUESTING AN EXCHANGE OF SHARES To request an exchange, you must provide proper instructions in writing to the Transfer Agent. Telephone exchanges will also be accepted if you previously elected this option on your account application. In the case of shares held "of record" by an Intermediary but beneficially owned by you, you should contact the Intermediary who will contact the Transfer Agent and effect the exchange on your behalf. HOW TO SELL SHARES THROUGH THE TRANSFER AGENT To sell your shares, a written request for redemption in good order must be received by the Transfer Agent. Valid written redemption requests will be effective on receipt. All shareholders of record must sign the redemption request. BY MAIL For information about the proper form of redemption requests, call 1-800-437-6016. You may also have the proceeds mailed to an address of record or mailed (or sent by ACH) to 8 a commercial bank account previously designated on the Account Application or specified by written instruction to the Transfer Agent. There is no charge for having redemption requests mailed to a designated bank account. BY TELEPHONE You may sell your shares by telephone if you previously elected that option on the Account Application. You may have the proceeds mailed to the address of record, wired or sent by ACH to a commercial bank account previously designated on the Account Application. Under most circumstances, payments will be transmitted on the next Business Day following receipt of a valid telephone request for redemption. Wire redemption requests may be made by calling the Transfer Agent at 1-800-437-6016, who will subtract a wire redemption charge (presently $10.00) from the amount of the redemption. SYSTEMATIC WITHDRAWAL PLAN ("SWP") You may establish a systematic withdrawal plan for an account with a $10,000 minimum balance. Under the plan, redemptions can be automatically processed from accounts (monthly, quarterly, semi-annually or annually) by check or by ACH WHAT IS A with a minimum redemption amount of $50. SIGNATURE GUARANTEE? A SIGNATURE GUARANTEE VERIFIES THE AUTHENTICITY OF YOUR SIGNATURE AND MAY BE OBTAINED FROM ANY OF THE FOLLOWING: BANKS, BROKERS, DEALERS, CERTAIN CREDIT UNIONS, SECURITIES EXCHANGE OR ASSOCIATION, CLEARING AGENCY OR SAVINGS ASSOCIATION. A NOTARY PUBLIC CANNOT PROVIDE A SIGNATURE GUARANTEE. INVESTMENT OBJECTIVE AND POLICIES _______________________________________________________________________ INTERNATIONAL EQUITY PORTFOLIO The International Equity Portfolio seeks to provide long-term capital appreciation by investing primarily in a diversified portfolio of equity securities of non-U.S. issuers. Under normal circumstances, at least 65% of the International Equity Portfolio's assets will be invested in equity securities of non-U.S. issuers located in at least three countries other than the United States. There can be no assurance that the Portfolio will achieve WHAT ARE its objective. INVESTMENT OBJECTIVES AND POLICIES? THE PORTFOLIO'S INVESTMENT OBJECTIVE IS A STATEMENT OF WHAT IT SEEKS TO ACHIEVE. IT IS IMPORTANT TO MAKE SURE THAT THE INVESTMENT OBJECTIVE MATCHES YOUR OWN FINANCIAL NEEDS AND CIRCUMSTANCES. THE INVESTMENT POLICIES SECTION SPELLS OUT THE TYPES OF SECURITIES IN WHICH THE PORTFOLIO INVESTS. 9 GENERAL INVESTMENT POLICIES AND RISK FACTORS ______________________________________________________________________ INTERNATIONAL EQUITY PORTFOLIO Securities of non-U.S. issuers purchased by the Portfolio 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 Portfolio expects its investments to emphasize both large and intermediate capitalization companies. The International Equity Portfolio may enter into forward foreign currency contracts as a hedge against possible variations in foreign exchange rates. The Portfolio may enter into forward foreign currency contracts to hedge a specific security transaction or to hedge a portfolio position. These contracts may be bought or sold to protect the Portfolio, to some degree, against a possible loss resulting from an adverse change in the relationship between foreign currencies and the U.S. dollar. The Portfolio may also invest in foreign currency futures and in options on currencies. The Portfolio expects to be fully invested in its primary investments described above, but may invest up to 35% of its total assets in U.S. or non-U.S. cash reserves; money market instruments; swaps; options on securities and non-U.S. indices; futures contracts, including stock index futures contracts; and options on futures contracts. The Portfolio 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 total assets in illiquid securities. Although permitted to do so, the Portfolio does not currently intend to invest in securities issued by passive foreign investment companies or to engage in securities lending. For temporary defensive purposes, when the advisers determine that market conditions warrant, the Portfolio may invest up to 50% of its assets in the U.S. and non-U.S. money market instruments described above and in other U.S. and non-U.S. long- and short-term debt instruments which are rated BBB or higher by S&P or Baa or higher by Moody's at the time of purchase, or which are determined by the advisers to be of comparable quality; maintain a portion of its assets in cash; and invest in obligations of supranational entities which are rated A or higher by S&P or Moody's at the time of purchase or which are determined by the advisers to be of comparable quality. Fixed income securities rated BBB or Baa lack outstanding investment characteristics, and have speculative characteristics as well. In addition, for temporary defensive purposes, when the advisers determine that market conditions warrant, the Portfolio may invest up to 100% of its assets in U.S. dollar-denominated fixed income securities or debt obligations and the following domestic and 10 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 for liquidity purposes. For additional information regarding the permitted investments of the Portfolio, see the "Description of Permitted Investments and Risk Factors" in this Prospectus and "Description of Permitted Investments" in the Statement of Additional Information. For a description of the above ratings, see the Statement of Additional Information. INVESTMENT LIMITATIONS ________________________________________________________________________ The investment objective and certain of the investment limitations (including those listed below) are fundamental policies of the Portfolio. Fundamental policies cannot be changed with respect to the Trust or the Portfolio without the consent of the holders of a majority of the Trust's or the Portfolio's outstanding shares. THE INTERNATIONAL EQUITY PORTFOLIO MAY NOT: 1. With respect to 75% of its total assets, (i) purchase securities of any issuer (except securities issued or guaranteed by the United States Government, its agencies or instrumentalities) if, as a result, more than 5% of its total assets would be invested in the securities of such issuer; or (ii) acquire more than 10% of the outstanding voting securities of any one issuer. 2. Purchase any securities which would cause more than 25% of its total assets to be invested in the securities of one or more issuers conducting their principal business activities in the same industry, provided that this limitation does not apply to investments in securities issued or guaranteed by the United States Government, its agencies or instrumentalities. 3. Borrow money in an amount exceeding 33 1/3% of the value of its total assets, provided that, for purposes of this limitation, investment strategies which either obligate the Portfolio to purchase securities or require the Portfolio to segregate assets are not considered to be borrowings. To the extent that its borrowings exceed 5% of its assets, (i) all borrowings will be repaid before making additional investments and any interest paid on such borrowings will reduce income, and (ii) asset coverage of at least 300% is required. The foregoing percentage limitations (except the limitation on borrowing) will apply at the time of the purchase of a security. Additional fundamental and non-fundamental investment limitations are set forth in the Statement of Additional Information. 11 THE MANAGER AND SHAREHOLDER SERVICING AGENT ___________________________________________________________________ SEI Fund Management ("SEI Management") provides the Trust with overall management services, regulatory reporting, all necessary office space, equipment, personnel, and facilities, and acts as shareholder servicing agent. For its management services, SEI Management is entitled to a fee, which is calculated daily and paid monthly, at an annual rate of .45% of the average daily net assets of the International Equity Portfolio. SEI Management has voluntarily agreed to waive all or a portion of its fees and, if necessary, reimburse other operating expenses in order to limit the total operating expenses of the Portfolio. SEI Management reserves the right to terminate this voluntary fee waivers and expense reimbursement at any time in its sole discretion. For the fiscal year ended February 28, 1997, the International Equity Portfolio paid a management fee of .45% of its average daily net assets. The Trust and DST Systems, Inc., 1004 Baltimore Street, Kansas City, Missouri, 64105 ("DST") have entered into a separate transfer agent agreement with respect to the Class D shares of the Portfolio. Under this agreement, DST acts as the transfer agent (the "Transfer Agent") and dividend disbursing agent for the Class D Shares of the Trust. THE ADVISER _______________________________________________________________________ SEI FINANCIAL MANAGEMENT CORPORATION SEI Financial Management Corporation ("SFM") is a wholly-owned subsidiary of SEI Investments Company ("SEI"), a financial services company. The principal business address of SEI and SFM is Oaks, Pennsylvania 19456. SEI was founded in 1968, and is a leading provider of investment solutions to banks, institutional investors, investment advisers and insurance companies. Affiliates of SFM have provided consulting advice to institutional investors for more than 20 years, including advice regarding selection and evaluation of investment advisers. SFM currently serves as manager or administrator to more than 43 investment companies, including more than 325 portfolios, which investment companies had more than $93.9 billion in assets as of May 31, 1997. In its role as the adviser to the Portfolio, SFM operates as a "manager of managers." As adviser, SFM oversees the investment advisory services provided to the Portfolio and manages the cash portion of the Portfolio's assets. Pursuant to separate sub-advisory agreements with SFM, and under the supervision of SFM 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 Portfolio. The sub-advisers are selected based primarily upon the research and recommendations of SFM, 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, SFM 12 allocates and, when appropriate, reallocates the Portfolio's assets among sub-advisers, monitors and evaluates sub-adviser performance, and oversees sub-adviser compliance with the Portfolio's investment objectives, policies and restrictions. SFM HAS THE ULTIMATE RESPONSIBILITY FOR THE INVESTMENT PERFORMANCE OF THE PORTFOLIO DUE TO ITS RESPONSIBILITY TO OVERSEE SUB-ADVISERS AND RECOMMEND THEIR HIRING, TERMINATION AND REPLACEMENT. For these advisory services, SFM is entitled to a fee, which is calculated daily and paid monthly, at an annual rate of .505% of the International Equity Portfolio's average daily net assets. SFM pays the sub-advisers a fee out of its advisory fee, which fee is based on a percentage of the average monthly market value of the assets managed by each sub-adviser. For the fiscal year ended February 28, 1997, the International Equity Portfolio paid an advisory fee, after fee waivers, of .41% of its average daily net assets. SFM has obtained an exemptive order from the Securities and Exchange Commission (the "SEC") that permits SFM, with the approval of the Trust's Board of Trustees, to retain sub-advisers unaffiliated with SFM for the Portfolio without submitting the sub-advisory agreements to a vote of the Portfolio's shareholders. The exemptive relief permits the disclosure of only the aggregate amount payable by SFM under all such sub-advisory agreements. The Portfolio will notify shareholders in the event of any addition or change in the INVESTMENT identity of its sub-advisers. ADVISER A PORTFOLIO'S INVESTMENT ADVISER MANAGES THE INVESTMENT ACTIVITIES AND IS RESPONSIBLE FOR THE PERFORMANCE OF THE PORTFOLIO. THE ADVISER CONDUCTS INVESTMENT RESEARCH, EXECUTES INVESTMENT STRATEGIES BASED ON AN ASSESSMENT OF ECONOMIC AND MARKET CONDITIONS, AND DETERMINES WHICH SECURITIES TO BUY, HOLD OR SELL. THE SUB-ADVISERS _________________________________________________________________ ACADIAN ASSET MANAGEMENT, INC. Acadian Asset Management, Inc. ("Acadian") serves as a sub-adviser for a portion of the assets of the International Equity Portfolio. Acadian, a wholly-owned subsidiary of United Asset Management Corporation ("UAM"), was founded in 1977 and manages approximately $4 billion in assets invested globally as of March 31, 1997. Acadian's business address is Two International Place, 26th floor, Boston, Massachusetts 02110. An investment committee has been responsible for managing the Portfolio's assets allocated to Acadian since the Portfolio's inception. FARRELL WAKO GLOBAL INVESTMENT MANAGEMENT, INC. Farrell Wako Global Investment Management, Inc. ("Farrell Wako") serves as a sub-adviser for a portion of the assets of the International Equity Portfolio. Farrell Wako, a Delaware corporation and a wholly-owned subsidiary of Wako Securities, was founded in 1991 and is a registered investment advisor in the U.S. and Japan. Farrell Wako currently manages 13 over $325 million. The principal address of Farrell Wako is 780 Third Avenue, New York, New York 10017. James L. Farrell, the chairman of Farrell Wako, manages its portion of the assets of the International Equity Portfolio. Mr. Farrell has 31 years of experience in investment management and applied financial research and was responsible for management of over $1 billion in equity assets as Chairman of MPT Associates prior to his association with Farrell Wako. LAZARD LONDON INTERNATIONAL INVESTMENT MANAGEMENT LIMITED Lazard London International Investment Management Limited ("Lazard") serves as a sub-adviser for a portion of the assets of the International Equity Portfolio. Lazard is a registered investment adviser with its principal business address at 21 Moorfields, London, England EC2P 2HT. Lazard was founded in 1980. Lazard is a wholly-owned subsidiary of Lazard Asset Management Holdings Limited, which is a holding company controlled by Lazard Freres & Co.,LLC, an investment bank whose principal business address is 30 Rockefeller Plaza, New York, N.Y. 10020-2102. Lazard offers international investment services to clients of Lazard Asset Management Holdings Limited. Lazard and LBAM manage domestic (UK) portfolios and international portfolios for institutions and private clients, including insurance funds, pension funds, charities and mutual funds. As of March 31, 1997, Lazard and LBAM had approximately $5.6 billion in assets under management. Mr. Dino Fuschillo, Director of Lazard, has primary responsibility for the day-to-day management of the portion of the Portfolio's assets managed by Lazard. Mr. Fuschillo, a dual employee of Lazard and LBAM, joined LBAM in 1989, and has specialized in European equity management ever since. SELIGMAN HENDERSON CO. Seligman Henderson Co. serves as a sub-adviser for a portion of the assets of the International Equity Portfolio. Seligman Henderson Co. is a New York general partnership and is structured as an equal partnership between J.&W. Seligman & Co. Incorporated and Henderson International Inc., a controlled affiliate of Henderson plc. Seligman Henderson Co. was established in 1991 and manages over $3.4 billion in global and international equity portfolios for U.S. institutional and retail clients. The principal address of Seligman Henderson Co. is 100 Park Avenue, New York, New York 10017. Mr. William Garnett is primarily responsible for the day-to-day management and investment decisions with respect to the International Equity Portfolio's assets allocated to Seligman Henderson Co. Mr. Garnett has more than 11 years' experience in managing Japanese small cap equity securities. Mr. Iain Clark, Seligman Henderson Co.'s chief investment officer, has ultimate responsibility for portfolio management. Mr. Clark has more than 25 years experience, including 12 with Henderson plc. 14 YAMAICHI CAPITAL MANAGEMENT, INC. AND YAMAICHI CAPITAL MANAGEMENT (SINGAPORE) LIMITED Yamaichi Capital Management, Inc. ("Yamaichi") and Yamaichi Capital Management (Singapore) Limited ("YCMS") jointly serve as sub-adviser for a portion of the assets of the International Equity Portfolio. Yamaichi is a New York Corporation established in 1981 and YCMS is a Singapore corporation established in 1979, and each is a wholly-owned subsidiary of Yamaichi International Capital Management Co., Ltd. ("YICM"). Yamaichi, YCMS and YICM are controlled by Yamaichi Securities Co., Ltd., which is located in Tokyo, Japan. YCMS and its affiliates manage approximately $24 billion worldwide. The principal address of Yamaichi is 2 World Trade Center, Suite 9828, New York, New York 10048. The principal address of YCMS is 138 Robinson Road, #13-01/05, Hong Leong Centre, Singapore 068906. Mr. Marco Wong leads the management team for the assets of the International Equity Portfolio allocated to Yamaichi and YCMS. Mr. Wong has been with YCMS since 1986. DISTRIBUTION _______________________________________________________________________ SEI Investments Distribution Co. (the "Distributor"), a wholly-owned subsidiary of SEI, serves as each Portfolio's distributor pursuant to a distribution agreement (the "Distribution Agreement") with the Trust. The Portfolio has adopted a distribution plan (the "Class D Plan") pursuant to Rule 12b-1 under the Investment Company Act of 1940, as amended (the "1940 Act"). The Portfolio has adopted a shareholder servicing plan for its Class A shares (the "Class A Service Plan"). The Class D Plan provides for payments to the Distributor at an annual rate of .30% of the Portfolio's average daily net assets attributable to Class D shares. These payments are characterized as "compensation," and are not directly tied to expenses incurred by the Distributor; the payments the Distributor receives during any year may, therefore, be higher or lower than its actual expenses. These payments may be used to compensate the Distributor for its services in connection with distribution assistance or provision of shareholder services, and some or all of it may be used to pay financial institutions and intermediaries such as banks, savings and loan associations, insurance companies, and investment counselors, broker-dealers and the Distributor's affiliates and subsidiaries for services or reimbursement of expenses incurred in connection with distribution assistance or provision of shareholder services. If the Distributor's expenses are less than its fees under the Class D Plan, the Trust will still pay the full fee and the Distributor will realize a profit, but the Trust will not be obligated to pay in excess of the full fee, even if the Distributor's actual expenses are higher. It is possible that a financial institution may offer different classes of shares to its customers and thus receive different compensation with respect to different classes. These financial institutions may also charge separate fees to their customers. The Trust may execute brokerage or other agency transactions through the Distributor, for which the Distributor may receive the compensation. 15 The Distributor may, from time to time and at its own expense, provide promotional incentives, in the form of cash or other compensation, to certain financial institutions whose representatives have sold or are expected to sell significant amounts of the Portfolio's shares. PERFORMANCE ______________________________________________________________________ From time to time, the Portfolio may advertise yield and total return. These figures are based on historical earnings and are not intended to indicate future performance. No representation can be made concerning actual yield or future returns. The yield of the Portfolio refers to the income generated by a hypothetical investment, net of any sales charge imposed in the case of some Class D shares, in the Portfolio over a thirty day period. This income is then "annualized" (i.e., the income over thirty days is assumed to be generated over one year and is shown as a percentage of the investment). The total return of the Portfolio refers to the average compounded rate of return on a hypothetical investment for designated time periods (including, but not limited to, the period from which the Portfolio commenced operations through the specified date), assuming that the entire investment is redeemed at the end of each period and assuming the reinvestment of all dividend and capital gain distributions. The performance of the Class D shares of the Portfolio will normally be lower than that of Class A shares of the Portfolio because of the additional distribution expenses, transfer agent expenses and sales charges (when applicable) charged to Class D shares. The Portfolio may periodically compare its performance to that of: (i) other mutual funds tracked by mutual fund rating services (such as Lipper Analytical), financial and business publications and periodicals; (ii) broad groups of comparable mutual funds; (iii) unmanaged indices which may assume investment of dividends but generally do not reflect deductions for administrative and management costs; or (iv) other investment alternatives. The Portfolio may quote Morningstar, Inc., a service that ranks mutual funds on the basis of risk-adjusted performance. A Portfolio may use long-term performance of these capital markets to demonstrate general long-term risk versus reward scenarios and could include the value of a hypothetical investment in any of the capital markets. The Portfolio may also quote financial and business publications and periodicals as they relate to fund management, investment philosophy and investment techniques. The Portfolio may quote various measures of volatility and benchmark correlation in advertising and may compare these measures to those of other funds. Measures of volatility attempt to compare historical share price fluctuations or total returns to a benchmark while measures of benchmark correlation indicate how valid a comparative benchmark might be. Measures of volatility and correlation are calculated using averages of historical data and cannot be calculated precisely. 16 TAXES ______________________________________________________________________________ The following summary of federal income tax consequences is based on current tax laws and regulations, which may be changed by legislative, judicial, or administrative action. No attempt has been made to present a detailed explanation of the federal, state, or local tax treatment of the Portfolios or its shareholders. In addition, state and local tax consequences of an investment in the Portfolio may differ from the federal income tax consequences described below. Accordingly, shareholders are urged to consult their tax advisers regarding specific questions as to federal, state, and local taxes. Additional information concerning taxes is set forth in the Statement of Additional Information. TAX STATUS OF THE PORTFOLIO The Portfolio is treated as a separate entity for federal income tax purposes and is not combined with the Trust's other portfolios. The Portfolio intends to continue to qualify for the special tax treatment afforded regulated investment companies ("RICs") under Subchapter M of the Internal Revenue Code of 1986, as amended (the "Code"), so as to be relieved of federal income tax on net investment income and net capital gains (the excess of net long-term capital gain over net short-term capital TAXES losses) distributed to shareholders. YOU MUST PAY TAXES ON THE PORTFOLIO'S EARNINGS WHETHER YOU TAKE YOUR PAYMENTS IN CASH OR ADDITIONAL SHARES. TAX STATUS OF DISTRIBUTIONS The Portfolio will distribute substantially all of its net investment income (including net short-term capital gains) and net capital gain to shareholders. Dividends from the Portfolio's net investment income will be taxable to its shareholders as ordinary income, whether received in cash or in additional shares, to the extent of the Portfolio's earnings and profits and generally do not qualify for the corporate dividends-received deduction unless derived from dividends received by the Portfolio from domestic (U.S.) corporations. Distributions of net capital gains are taxable to shareholders as long-term capital gains regardless of how long the shareholders have held shares. The Portfolio will provide annual reports to shareholders of the federal income tax status of all distributions. The Portfolio intends to make sufficient distributions to avoid liability for the federal excise tax applicable to RICs. Dividends declared by the Portfolio in October, November or December of any year and payable to shareholders of record on a date in such a month will be deemed to have been paid by the Portfolio and received by the shareholders on December 31 of that year if paid by the DISTRIBUTIONS Portfolio at any time during the following January. THE PORTFOLIO DISTRIBUTES INCOME DIVIDENDS AND CAPITAL GAINS. INCOME DIVIDENDS REPRESENT THE EARNINGS FROM THE PORTFOLIO'S INVESTMENTS; CAPITAL GAINS DISTRIBUTIONS OCCUR WHEN INVESTMENTS IN THE PORTFOLIO ARE SOLD FOR MORE THAN THE ORIGINAL PURCHASE PRICE. 17 Investment income received by the Portfolio from sources within foreign countries may be subject to foreign income taxes withheld at the source. To the extent that the Portfolio is liable for foreign income taxes so withheld, the Portfolio intends to operate so as to meet the requirement of the Code to pass through to the shareholders credit for foreign income taxes paid. Although the Portfolio intends to meet Code requirements to pass through credit for such taxes, there can be no assurance that the Portfolio will be able to do so. Each sale, exchange, or redemption of the Portfolio's shares is a taxable transaction to the shareholder. ADDITIONAL INFORMATION ABOUT DOING BUSINESS WITH US ____________________________________________________________________________ BUSINESS DAYS You may buy, sell or exchange shares on days on which the New York Stock Exchange is open for business (a "Business Day"). All purchase, exchange and redemption requests received in "good order" will be effective as of the Business Day received by the Transfer Agent (or its authorized agent) as long as the Transfer Agent (or its authorized agent) receives the order and, in the case of a purchase request, payment, before 4:00 p.m. Eastern time. Otherwise the purchase will be effective when payment is received. Broker-dealers may have separate arrangements with Class D shares of the Portfolio. If an exchange request is for shares of a portfolio whose net asset value is calculated as of a time earlier than 4:00 p.m. Eastern time, the exchange request will not be effective until the next Business Day. Anyone who wishes to make an exchange must have received a current prospectus of the portfolio into which the exchange is being made before the BUY, EXCHANGE AND exchange will be effected. SELL REQUESTS ARE IN "GOOD ORDER" WHEN: - - THE ACCOUNT NUMBER AND PORTFOLIO NAME ARE SHOWN - THE AMOUNT OF THE TRANSACTION IS SPECIFIED IN DOLLARS OR SHARES - SIGNATURES OF ALL OWNERS APPEAR EXACTLY AS THEY ARE REGISTERED ON THE ACCOUNT - ANY REQUIRED SIGNATURE GUARANTEES (IF APPLICABLE) ARE INCLUDED - OTHER SUPPORTING LEGAL DOCUMENTS (AS NECESSARY) ARE PRESENT MINIMUM INVESTMENTS The minimum initial investment in the Portfolio's Class D shares is $1,000; however, the minimum investment may be waived at the Distributor's discretion. All subsequent purchases must be at least $100 ($25 for payroll deductions authorized pursuant to preapproved payroll deduction plans). The Trust reserves the right to reject a purchase order when the Distributor determines that it is not in the best interest of the Trust or its shareholders to accept such order. In addition, because excessive trading (including short-term "market timing" trading) can hurt the Portfolio's performance, the Portfolio may 18 refuse purchase orders from any shareholder account if the accountholder has been advised that previous purchase and redemption transactions were considered excessive in number or amount. Accounts under common control or ownership, including those with the same taxpayer identification number and those administered so as to redeem or purchase shares based upon certain predetermined market indicators, will be considered one account for this purpose. MAINTAINING A MINIMUM ACCOUNT BALANCE Due to the relatively high cost of handling small investments, the Portfolio reserves the right to redeem, at net asset value, the shares of any shareholder if, because of redemptions of shares by or on behalf of the shareholder, the account of such shareholder in the Portfolio has a value of less than $1,000, the minimum initial purchase amount. Accordingly, an investor purchasing shares of the Portfolio in only the minimum investment amount may be subject to such involuntary redemption if he or she thereafter redeems any of these shares. Before the Portfolio exercises its right to redeem such shares and to send the proceeds to the shareholder, the shareholder will be given notice that the value of the shares in his or her account is less than the minimum amount and will be allowed 60 days to make an additional investment in the Portfolio in an amount that will increase the value of the account to at least $1,000. See "Purchase and Redemption of Shares" in the Statement of Additional Information for examples of when the right of redemption may be suspended. At various times, the Portfolio may be requested to redeem shares for which it has not yet received good payment. In such circumstances, redemption proceeds will be forwarded upon collection of payment for the shares; collection of payment may take up to 15 days. The Portfolio intends to pay cash for all shares redeemed, but under abnormal conditions that make payment in cash unwise, payment may be made wholly or partly in portfolio securities with a market value equal to the redemption price. In such cases, an investor may incur brokerage costs in converting such securities to cash. NET ASSET VALUE An order to buy shares will be executed at a per share price equal to the net asset value next determined after the receipt of the purchase order by the Transfer Agent plus any applicable sales charge (the "offering price"). No certificates representing shares will be issued. An order to sell shares will be executed at the net asset value per share next determined after receipt and effectiveness of a request for redemption in good order. Net asset value per share is determined daily as of the close of business of the New York Stock Exchange (currently, 4:00 p.m. Eastern time) on any Business Day. Payment to shareholders for shares redeemed will be made within 7 days after receipt by the Transfer Agent of the redemption order. HOW THE NET ASSET VALUE IS DETERMINED The net asset value per share of the Portfolio is determined by dividing the total market value of its investments and other assets, less any liabilities, by the total number of outstanding shares of the Portfolio. The Portfolio may use a pricing service to obtain the 19 last sale price of each equity or fixed income security held by the Portfolio. In addition, portfolio securities are valued at the last quoted sales price for such securities, or, if there is no such reported sales price on the valuation date, at the most recent quoted bid price. Unlisted securities for which market quotations are readily available are valued at the most recent quoted bid price. Net asset value per share is determined daily as of the close of business of the New York Stock Exchange (currently, 4:00 p.m. Eastern time) on each Business Day. Purchases will be made in full and fractional shares of the Portfolio calculated to three decimal places. Although the methodology and procedures for determining net asset value per share are identical for both classes of the Portfolio, the net asset value per share of one class may differ from that of another class because of the different distribution and/or shareholder servicing fees charged to each class and the incremental transfer agent fees charged to Class D shares. RIGHTS OF ACCUMULATION In calculating the sales charge rates applicable to current purchases of the Portfolio's shares, a "single purchaser" (defined below) is entitled to combine current purchases with the current market value of previously purchased shares of the Portfolio and Class D shares of other portfolios ("Eligible Portfolios") which are sold subject to a comparable sales charge. The term "single purchaser" refers to (i) an individual, (ii) an individual and spouse purchasing shares of a Portfolio for their own account or for trust or custodial accounts of their minor children, or (iii) a fiduciary purchasing for any one trust, estate or fiduciary account, including employee benefit plans created under Sections 401 or 457 of the Code, including related plans of the same employer. Furthermore, under this provision, purchases by a single purchaser shall include purchases by an individual for his/her own account in combination with (i) purchases of that individual and spouse for their joint accounts or for trust and custodial accounts for their minor children and (ii) purchases of that individual's spouse for his/her own account. To be entitled to a reduced sales charge based upon shares already owned, the investor must ask the Transfer Agent for such reduction at the time of purchase and provide the account number(s) of the investor, the investor and spouse, and their children (under age 21). The Portfolio may amend or terminate this right of accumulation at any time as to subsequent purchases. LETTER OF INTENT By submitting a Letter of Intent (the "Letter") to the Transfer Agent, a single purchaser may purchase shares of the Portfolio and the other Eligible Portfolios during a 13-month period at the reduced sales charge rates applying to the aggregate amount of the intended purchases stated in the Letter. The Letter may apply to purchases made up to 90 days before the date of the Letter. It is the shareholder's responsibility to notify the Transfer Agent at the time the Letter is submitted that there are prior purchases that may apply. Five percent (5%) of the total amount intended to be purchased will be held in escrow by the Transfer Agent until such purchase is completed within the 13-month period. The 13-month period begins on the date of the earliest purchase. If the intended 20 investment is not completed, the Transfer Agent will surrender an appropriate number of the escrowed shares for redemption in order to realize the difference between the sales charge on the shares purchased at the reduced rate and the sales charge otherwise applicable to the total shares purchased. Such purchasers may include the value of all their shares of the Portfolio and of any of the other Eligible Portfolios in the Trust towards the completion of such Letter. SALES CHARGE WAIVERS No sales charge is imposed on shares of the Portfolio: (i) issued in plans of reorganization, such as mergers, asset acquisitions and exchange offers, to which the Trust is a party; (ii) sold to dealers or brokers that have a sales agreement with the Distributor ("participating broker-dealers"), for their own account or for retirement plans for employees or sold to present employees of dealers or brokers that certify to the Distributor at the time of purchase that such purchase is for their own account; (iii) sold to present employees of SEI or one of its affiliates, or of any entity which is a current service provider to the Trust; (iv) sold to tax-exempt organizations enumerated in Section 501(c) of the Code or qualified employee benefit plans created under Sections 401, 403(b)(7) or 457 of the Code (but not IRAs or SEPs); (v) sold to fee-based clients of banks, financial planners and investment advisers; (vi) sold to clients of trust companies and bank trust departments; (vii) sold to trustees and officers of the Trust; (viii) purchased with proceeds from the recent redemption of Class D shares of another Portfolio of the Trust or another class of shares of a portfolio of the Trust, SEI Tax Exempt Trust, SEI Institutional Managed Trust, or SEI Liquid Asset Trust; (ix) purchased with the proceeds from the recent redemption of shares of a mutual fund with similar investment objectives and policies (other than Class D shares of the Trust listed in (viii) above) for which a front-end sales charge was paid (this offer will be extended, to cover shares on which a deferred sales charge was paid, if permitted under regulatory authorities' interpretation of applicable law); (x) sold to participants or members of certain affinity groups, such as trade associations or membership organizations, which have entered into arrangements with the Distributor; or (xi) sold to persons participating in certain financial services programs offered by the bank affiliates of First Security Corporation. An investor relying upon any of the categories of waivers of the sales charge must qualify such waiver in advance of the purchase with the Distributor or the financial institution or intermediary through which shares are purchased by the investor. The waiver of the sales charge under circumstances (viii) and (ix) above applies only if the following conditions are met: the purchase must be made within 60 days of the redemption; the Transfer Agent must be notified in writing by the investor, or his or her agent, at the time a purchase is made; and a copy of the investor's account statement showing such redemption must accompany such notice. The waiver policy with respect to the purchase of shares through the use of proceeds from a recent redemption as described in clauses (viii) and (ix) above will not be continued indefinitely and may be discontinued at any time without notice. Investors should call the Distributor at 21 1-800-437-6016 to confirm availability prior to initiating the procedures described in clauses (viii) and (ix) above. Members of affinity groups such as trade associations or membership organizations which have entered into arrangements relating to waivers of sales charges with the Distributor should contact the Distributor at 1-800-437-6016 for more information. The Distributor has also entered into arrangements with certain affinity groups and broker dealers wherein their members or clients are entitled to percentage-based discounts from the otherwise applicable sales charge for purchase of Class D shares. Currently, the percentage-based discount is either 10% or 50%. SIGNATURE GUARANTEES The Transfer Agent may require that the signatures on the written request be guaranteed. You should be able to obtain a signature guarantee from a bank, broker, dealer, certain credit unions, securities exchange or association, clearing agency or savings association. Notaries public cannot guarantee signatures. The signature guarantee requirement will be waived if all of the following conditions apply: (1) the redemption is for not more than $5,000 worth of shares, (2) the redemption check is payable to the shareholder(s) of record, and (3) the redemption check is mailed to the shareholder(s) at his or her address of record. The Trust and the Transfer Agent reserve the right to amend these requirements without notice. TELEPHONE/WIRE INSTRUCTIONS Redemption orders may be placed by telephone. Neither the Trust nor the Transfer Agent will be responsible for any loss, liability, cost or expense for acting upon wire instructions or upon telephone instructions that it reasonably believes to be genuine. The Trust and the Trust's Transfer Agent will each employ reasonable procedures to confirm that instructions communicated by telephone are genuine, including requiring a form of personal identification prior to acting upon instructions received by telephone and recording telephone instructions. If market conditions are extraordinarily active, or other extraordinary circumstances exist, and you experience difficulties placing redemption orders by telephone, you may wish to consider placing your order by other means. SYSTEMATIC WITHDRAWAL PLAN ("SWP") Please note that if withdrawals exceed income dividends, your invested principal in the account will be depleted. Thus, depending upon the frequency and amounts of the withdrawal payments and/or any fluctuations in the net asset value per share, your original investment could be exhausted entirely. To participate in the SWP, you must have your dividends automatically reinvested. You may change or cancel the SWP at any time, upon written notice to the Transfer Agent. HOW TO CLOSE YOUR ACCOUNT An account may be closed by providing written notice to the Transfer Agent. You may also close your account by telephone if you have previously elected telephone options on your account application. 22 GENERAL INFORMATION ______________________________________________________________ THE TRUST The Trust was organized as a Massachusetts business trust under a Declaration of Trust dated June 30, 1988. The Declaration of Trust permits the Trust to offer separate portfolios of shares and different classes of each portfolio. Shareholders may purchase shares in the International Equity Portfolio through two separate classes: Class A and Class D, which provide for variations in distribution, shareholder servicing and transfer agent costs, voting rights, dividends, and the imposition of a sales charge on Class D Shares. This Prospectus offers the Class D shares of the Trust's International Equity Portfolio. Additional information pertaining to the Trust may be obtained by writing to SEI Fund Management, Oaks, Pennsylvania 19456, or by calling 1-800-437-6016. All consideration received by the Trust for shares of any portfolio and all assets of such portfolio belong to that portfolio and would be subject to liabilities related thereto. The Trust pays its expenses, including fees of its service providers, audit and legal expenses, expenses of preparing prospectuses, proxy solicitation materials and reports to shareholders, costs of custodial services and registering the shares under federal and state securities laws, pricing, insurance expenses, including litigation and other extraordinary expenses, brokerage costs, interest charges, taxes and organization expenses. Certain shareholders of the Portfolio may obtain asset allocation services from the Adviser and other financial intermediaries with respect to their investments in the Portfolio. If a sufficient amount of the Portfolio's assets are subject to such asset allocation services, the Portfolio may incur higher transaction costs and a higher portfolio turnover rate than would otherwise be anticipated as a result of redemptions and purchases of Portfolio shares pursuant to such services. Further, to the extent that the Adviser is providing asset allocation services and providing investment advice to the Portfolio, it may face conflicts of interest in fulfilling its responsibilities because of the possible differences between the interests of its asset allocation clients and the interest of the Portfolio. TRUSTEES OF THE TRUST The management and affairs of the Trust are supervised by the Trustees under the laws of the Commonwealth of Massachusetts. The Trustees have approved contracts under which, as described above, certain companies provide essential management services to the Trust. VOTING RIGHTS Each share held entitles the shareholder of record to one vote. Each portfolio of the Trust will vote separately on matters relating solely to that portfolio. Shareholders of each class will vote separately on matters pertaining to its distribution plan. As a Massachusetts business trust, the Trust is not required to hold annual meetings of shareholders, but approval will be sought for certain changes in the operation of the 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. 23 REPORTING The Trust issues an unaudited report semiannually and audited financial statements annually. The Trust furnishes proxy statements and other reports to shareholders of record. SHAREHOLDER INQUIRIES Shareholder inquires should be directed to the SEI International Portfolio, P.O. Box 419448, Kansas City, Missouri 64141-6448. DIVIDENDS Substantially all of the net investment income (exclusive of capital gains) of the Portfolio is periodically declared and paid as a dividend. Currently, capital gains, if any, are distributed at least annually. Shareholders automatically receive all income dividends and capital gain distributions in additional shares at the net asset value next determined following the record date, unless the shareholder has elected to take such payment in cash. Shareholders may change their election by providing written notice to SFM at least 15 days prior to the distribution. Dividends and capital gains of the Portfolio are paid on a per-share basis. The value of each share will be reduced by the amount of any such payment. If shares are purchased shortly before the record date for dividend or capital gains distributions, a shareholder will pay the full price for the shares and receive some portion of the price back as a taxable dividend or distribution. The dividends on Class D shares will normally be lower than those on Class A shares of the Portfolio because of the additional distribution and transfer agent expenses charged to Class D shares. COUNSEL AND INDEPENDENT ACCOUNTANTS Morgan, Lewis & Bockius LLP serves as counsel to the Trust. Price Waterhouse LLP serves as the independent accountants of the Trust. CUSTODIAN AND WIRE AGENT State Street Bank and Trust Company, 225 Franklin Street, Boston, Massachusetts 02110, serves as Custodian for the assets of International Equity Portfolio (the "Custodian"). The Custodian holds cash, securities and other assets of the Trust as required by the 1940 Act. CoreStates Bank, N.A., Broad and Chestnut Streets, P.O. Box 7618, Philadelphia, Pennsylvania 19101, acts as wire agent of the Trust's assets. 24 DESCRIPTION OF PERMITTED INVESTMENTS AND RISK FACTORS ______________________________________________________________________ The following is a description of certain of the permitted investment practices for the Portfolio, and the associated risk factors: AMERICAN DEPOSITARY RECEIPTS ("ADRS"), CONTINENTAL DEPOSITARY RECEIPTS ("CDRS"), EUROPEAN DEPOSITARY RECEIPTS ("EDRS") AND GLOBAL DEPOSITARY RECEIPTS ("GDRS") ADRs are securities, typically issued by a U.S. financial institution (a "depositary"), that evidence ownership interests in a security or a pool of securities issued by a foreign issuer and deposited with the depositary. EDRs, which are sometimes referred to as Continental Depositary Receipts ("CDRs"), are securities, typically issued by a non-U.S. financial institution, that evidence ownership interests in a security or a pool of securities issued by either a U.S. or foreign issuer. GDRs are issued globally and evidence similar ownership management. Generally, ADRs are designed for trading in the U.S. securities market, EDRs are designed for trading in European securities markets and GDRs are designed for trading in non-U.S. securities markets. ADRs, EDRs, CDRs and GDRs may be available for investment through "sponsored" or "unsponsored" facilities. A sponsored facility is established jointly by the issuer of the security underlying the receipt and a depositary, whereas an unsponsored facility may be established by a depositary without participation by the issuer of the receipt's underlying security. CONVERTIBLE SECURITIES Convertible securities are securities that are exchangeable for a set number of another security at a prestated price. Convertible securities typically have characteristics similar to both fixed income and equity securities. Because of the conversion feature, the market value of a convertible security tends to move with the market value of the underlying stock. The value of a convertible security is also affected by prevailing interest rates, the credit quality of the issuer, and any call provisions. DERIVATIVES Derivatives are securities that derive their value from other securities assets, or indices. The following are considered derivative securities: options on futures, futures, options (e.g., puts and calls), swap agreements, mortgage-backed securities (e.g., CMOs, REMICs, IOs and POs), when-issued securities and forward commitments, floating and variable rate securities, convertible securities, "stripped" U.S. Treasury securities (e.g., Receipts and STRIPs), privately issued stripped securities (e.g., TGRs, TRs and CATS). See elsewhere in this "Description of Permitted Investments and Risk Factors" for discussions of certain of these instruments. EQUITY SECURITIES Equity securities represent ownership interests in a company or corporation and consist of common stock, preferred stock and warrants and other rights to acquire such instruments. Changes in the value of Portfolio securities will not necessarily affect cash income derived from these securities, but will affect a Portfolio's net asset value. 25 FIXED INCOME SECURITIES Fixed income securities are debt obligations issued by governments, corporations, municipalities and other borrowers. The market value of fixed income investments will generally change in response to interest rate changes and other factors. During periods of falling interest rates, the values of outstanding fixed income securities generally rise. Conversely, during periods of rising interest rates, the values of such securities generally decline. Moreover, while securities with longer maturities tend to produce higher yields, the prices of longer maturity securities are also subject to greater market fluctuations as a result of changes in interest rates. Changes by recognized agencies in the rating of any fixed income security and in the ability of an issuer to make payments of interest and principal will also affect the value of these investments. Changes in the value of portfolio securities will not affect cash income derived from these securities, but will affect a Portfolio's net asset value. FORWARD FOREIGN CURRENCY CONTRACTS A forward contract involves an obligation to purchase or sell a specific currency amount at a future date, agreed upon by the parties, at a price set at the time of the contract. A Portfolio may also enter into a contract to sell, for a fixed amount of U.S. dollars or other appropriate currency, the amount of foreign currency approximating the value of some or all of the Portfolio's securities denominated in such foreign currency. At the maturity of a forward contract, the Portfolio may either sell a portfolio security and make delivery of the foreign currency, or it may retain the security and terminate its contractual obligation to deliver the foreign currency by purchasing an "offsetting" contract with the same currency trader, obligating it to purchase, on the same maturity date, the same amount of the foreign currency. The Portfolio may realize a gain or loss from currency transactions. FUTURES AND OPTIONS ON FUTURES Futures contracts provide for the future sale by one party and purchase by another party of a specified amount of a specific security at a specified future time and at a specified price. An option on a futures contract gives the purchaser the right, in exchange for a premium, to assume a position in a futures contract at a specified exercise price during the term of the option. A Portfolio may use futures contracts and related options for bona fide hedging purposes, to offset changes in the value of securities held or expected to be acquired or be disposed of, to minimize fluctuations in foreign currencies, or to gain exposure to a particular market or instrument. A Portfolio will minimize the risk that it will be unable to close out a futures contract by only entering into futures contracts which are traded on national futures exchanges. In addition, a Portfolio will only sell covered futures contracts and options on futures contracts. 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 26 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 Portfolio purchases futures contracts, it will collateralize its position by depositing an amount of cash or liquid securities, equal to the market value of the futures positions held, less margin deposits, in a segregated account with the Trust's custodian. Collateral equal to the current market value of the futures position will be marked to market on a daily basis. A Portfolio may enter into futures contracts and options on futures contracts traded on an exchange regulated by the Commodities Futures Trading Commission ("CFTC"), as long as, to the extent that such transactions are not for "bona fide hedging purposes," the aggregate initial margin and premiums on such positions (excluding the amount by which such options are in the money) do not exceed 5% of a Portfolio's net assets. There are risks associated with these activities, including the following: (1) the success of a hedging strategy may depend on an ability to predict movements in the prices of individual securities, fluctuations in markets and movements in interest rates; (2) there may be an imperfect or no correlation between the changes in market value of the securities held by the Portfolio and the prices of futures and options on futures; (3) there may not be a liquid secondary market for a futures contract or option; (4) trading restrictions or limitations may be imposed by an exchange; and (5) government regulations may restrict trading in futures contracts and futures options. ILLIQUID SECURITIES Illiquid securities are securities that cannot be disposed of within seven business days at approximately the price at which they are being carried on the Portfolio's books. Illiquid securities include demand instruments with demand notice periods exceeding seven days, securities for which there is no active secondary market, and repurchase agreements with maturities or durations over seven days in length. INVESTMENT COMPANIES Because of restrictions on direct investment by U.S. entities in certain countries, investment in other investment companies may be the most practical or only manner in which an international and global fund can invest in the securities markets of those countries. A Portfolio does not intend to invest in other investment companies unless, in the judgment of its advisers, the potential benefits of such investments exceed the associated costs (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 Portfolio may also incur tax liability to the extent it invests in the stock of a foreign issuer that constitutes a "passive foreign investment company." 27 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. 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 Portfolio may purchase and write put and call options on indices 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 Portfolio may purchase and write put and call options on foreign currencies (traded on U.S. and foreign exchanges or over-the-counter markets) to manage its exposure to exchange rates. Call options on foreign currency written by a Portfolio will be "covered," which means that the Portfolio will own an equal amount of the underlying foreign currency. With respect to put options on foreign currency written by a Portfolio, the Portfolio will establish a segregated account with its custodian consisting of cash or 28 liquid securities in an amount equal to the amount the Portfolio would be required to pay upon exercise of the put. All options written on indices or securities must be covered. When a Portfolio writes an option on an index or security, it will establish a segregated account containing cash or liquid securities with its custodian in an amount at least equal to the market value of the option and will maintain the account while the option is open, or will otherwise cover the transaction. RISK FACTORS: Risks associated with options transactions include: (1) the success of a hedging strategy may depend on an ability to predict movements in the prices of individual securities, fluctuations in markets and movements in interest rates; (2) there may be an imperfect correlation between the movement in prices of options and the securities underlying them; (3) there may not be a liquid secondary market for options; and (4) while a Portfolio will receive a premium when it writes covered call options, it may not participate fully in a rise in the market value of the underlying security. REPURCHASE AGREEMENTS Repurchase agreements are agreements by which a Portfolio obtains a security and simultaneously commits to return the security to the seller at an agreed upon price (including principal and interest) on an agreed upon date within a number of days from the date of purchase. Repurchase agreements are considered loans under the 1940 Act. SECURITIES OF FOREIGN ISSUERS There are certain risks connected with investing in foreign securities. These include risks of adverse political and economic developments (including possible governmental seizure or nationalization of assets), the possible imposition of exchange controls or other governmental restrictions, less uniformity in accounting and reporting requirements, the possibility that there will be less information on such securities and their issuers available to the public, the difficulty of obtaining or enforcing court judgments abroad, restrictions on foreign investments in other jurisdictions, difficulties in effecting repatriation of capital invested abroad and difficulties in transaction settlements and the effect of delay on shareholder equity. Foreign securities may be subject to foreign taxes, and may be less marketable than comparable U.S. securities. The value of a Portfolio's investments denominated in foreign currencies will depend on the relative strengths of those currencies and the U.S. dollars, and a Portfolio may be affected favorably or unfavorably by changes in the exchange rates or exchange control regulations between foreign currencies and the U.S. dollar. Changes in foreign currency exchange rates also may affect the value of dividends and interest earned, gains and losses realized on the sale of securities and net investment income and gains if any, to be distributed to shareholders by a Portfolio. Furthermore, emerging market countries may have less stable political environments than more developed countries. SWAPS, CAPS, FLOORS AND COLLARS Interest rate swaps, mortgage swaps, currency swaps and other types of swap agreements such as caps, floors and collars are designed to permit the purchaser to preserve a return 29 or spread on a particular investment or portion of its portfolio, and to protect against any increase in the price of securities a Portfolio anticipates purchasing at a later date. Swap agreements will tend to shift a Portfolio's investment exposure from one type of investment to another. Depending on how they are used, swap agreements may increase or decrease the overall volatility of a Portfolio's investment and their share price and yield. U.S. GOVERNMENT AGENCY SECURITIES Obligations issued or guaranteed by agencies of the U.S. Government, including, among others, the Federal Farm Credit Bank, the Federal Housing Administration and the Small Business Administration and obligations issued or guaranteed by instrumentalities of the U.S. Government, including, among others, the Federal Home Loan Mortgage Corporation, the Federal Land Banks and the U.S. Postal Service. Some of these securities are supported by the full faith and credit of the U.S. Treasury (e.g., Government National Mortgage Association Securities), and others are supported by the right of the issuer to borrow from the Treasury (e.g., Federal Farm Credit Bank Securities), while still others are supported only by the credit of the instrumentality (e.g., Fannie Mae Securities) U.S. TREASURY OBLIGATIONS U.S. Treasury obligations consist of bills, notes and bonds issued by the U.S. Treasury, as well as separately traded interest and principal component parts of such obligations, known as Separately Traded Registered Interest and Principal Securities ("STRIPS") that are transferable through the Federal book-entry system. VARIABLE AND FLOATING RATE INSTRUMENTS Certain obligations may carry variable or floating rates of interest and may involve a conditional or unconditional demand feature. Such instruments bear interest at rates which are not fixed, but which vary with changes in specified market rates or indices. The interest rates on these securities may be reset daily, weekly, quarterly or at some other interval, and may have a floor or ceiling on interest rate changes. WARRANTS Warrants are instruments giving holders the right, but not the obligation, to buy equity or fixed income securities of a company at a given price during a specified period. WHEN-ISSUED AND DELAYED DELIVERY SECURITIES When-issued or delayed delivery transactions involve the purchase of an instrument with payment and delivery taking place in the future. Delivery of and payment for these securities may occur a month or more after the date of the purchase commitment. A Portfolio will maintain with its Custodian a separate account with liquid securities or cash in an amount at least equal to these commitments. The interest rate realized on these securities is fixed as of the purchase date and, no interest accrues to a Portfolio before settlement. Additional information on other permitted investments can be found in the Statement of Additional Information. 30 [This page intentionally left blank.] SEI INTERNATIONAL TRUST Manager: SEI Fund Management Distributor: SEI Investments Distribution Co. Investment Advisers and Sub-Advisers: SEI Financial Management Corporation Acadian Asset Management, Inc. Coronation Asset Management (Proprietary) Limited Farrell Wako Global Investment Management, Inc. Lazard London International Investment Management Limited Montgomery Asset Management, LLC Parametric Portfolio Associates Salomon Brothers Asset Management Inc Seligman Henderson Co. Strategic Fixed Income L.P. Yamaichi Capital Management, Inc. and Yamaichi Capital Management (Singapore) Limited This STATEMENT OF ADDITIONAL INFORMATION is not a Prospectus. It is intended to provide additional information regarding the activities and operations of SEI International Trust (the "Trust"), and should be read in conjunction with the Trust's Prospectuses dated June 30, 1997. Prospectuses may be obtained without charge by writing the Trust's distributor, SEI Investments Distribution Co., Oaks, Pennsylvania 19456, or by calling 1-800-342-5734. TABLE OF CONTENTS The Trust............................................................................. S-2 Description of Permitted Investments.................................................. S-2 Description of Ratings................................................................ S-9 Investment Limitations................................................................ S-12 Non-Fundamental Policies.............................................................. S-14 The Manager........................................................................... S-14 The Advisers and Sub-Advisers......................................................... S-16 Distribution and Shareholder Servicing................................................ S-17 Trustees and Officers of the Trust.................................................... S-18 Performance........................................................................... S-20 Purchase and Redemption of Shares..................................................... S-22 Shareholder Services (Class D shares)................................................. S-23 Taxes................................................................................. S-24 Portfolio Transactions................................................................ S-26 Description of Shares................................................................. S-29 Limitation of Trustees' Liability..................................................... S-29 Voting................................................................................ S-29 Shareholder Liability................................................................. S-29 Control Persons and Principal Holders of Securities................................... S-30 Experts............................................................................... S-30 Financial Statements.................................................................. S-30 June 30, 1997
THE TRUST SEI International Trust (the "Trust") is an open-end management investment company established as a Massachusetts business trust pursuant to a Declaration of Trust dated June 30, 1988, and which has diversified and non-diversified portfolios. The Declaration of Trust permits the Trust to offer separate series ("portfolios") of units of beneficial interest ("shares") and separate classes of portfolios. Except for differences between a Portfolio's Class A shares and Class D shares pertaining to distribution and shareholder servicing plans, voting rights, dividends and transfer agent expenses, each share of each portfolio represents an equal proportionate interest in that portfolio with each other share of that portfolio. This Statement of Additional Information relates to the following portfolios: International Equity, Emerging Markets Equity, International Fixed Income and Emerging Markets Debt Portfolios (each a "Portfolio" and, together, the "Portfolios"), and any different classes of the Portfolios. DESCRIPTION OF PERMITTED INVESTMENTS AMERICAN DEPOSITORY RECEIPTS ("ADRS")--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--Certain Portfolios may invest in securities backed by automobile, credit-card or other types of receivables in securities backed by other types of assets. Credit support for asset-backed securities may be based on the underlying assets and/or provided by a third party through credit enhancements. Credit enhancements techniques include letters of credit, insurance bonds, limited guarantees (which are generally provided by the issuer), senior-subordinated structures and overcollateralization. Asset-backed securities are not issued or guaranteed by the United States Government or its agencies or instrumentalities; however, the payment of principal and interest on such obligations may be guaranteed up to certain amounts for a certain period by a letter of credit issued by a financial institution (such as a bank or insurance company) unaffiliated with the issuers of such securities. The purchase of asset-backed securities raises risk considerations peculiar to the financing of the instruments underlying such securities. For example, there is a risk that another party could acquire an interest in the obligations superior to that of the holders of the asset-backed securities. There also is the possibility that recoveries on repossessed securities entail prepayment risk, which may vary depending on the type of asset, but is generally less than the prepayment risk associated with mortgage-backed securities. In addition, credit card receivables are unsecured obligations of the card holders. The market for asset-backed securities is at a relatively early stage of development. Accordingly, there may be a limited secondary market for such securities. BANK OBLIGATIONS--Bank obligations of United States and foreign commercial banks or savings and loan institutions which the Portfolios may buy include certificates of deposit, time deposits and bankers' acceptances. A certificate of deposit is an interest-bearing instrument with a specific maturity issued by a bank or savings and loan institution in exchange for the deposit of funds that normally can be traded in the secondary market prior to maturity. A time deposit is an account containing a currency balance pledged to remain at a particular bank for a specified period in return for payment of interest. A bankers' acceptance is a bill of exchange guaranteed by a bank or trust company for payment within one to six months. Bankers' acceptances are used to provide manufacturers and exporters with capital to operate between the time of manufacture or export and payment by the purchaser. S-2 BRADY BONDS--Based upon current market conditions, a Portfolio 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 Portfolio 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 Portfolios may invest will not be subject to similar restructuring arrangements or to requests for new credit which may adversely affect a Portfolio's holdings. Furthermore, certain participants in the secondary market for such debt may be directly involved in negotiating the terms of these arrangements and may therefore have access to information not available to other market participants. CERTIFICATES OF DEPOSIT--A certificate of deposit is a negotiable, interest-bearing instrument with a specific maturity. Certificates of deposit are issued by banks and savings and loan institutions in exchange for the deposit of funds, and normally can be traded in the secondary market prior to maturity. Certificates of deposit have penalties for early withdrawal. COMMERCIAL PAPER--Commercial paper which the Portfolios may purchase includes variable amount master demand notes, which may or may not be backed by bank letters of credit. These notes permit the investment of fluctuating amounts at varying market rates of interest pursuant to direct arrangements between a Portfolio, as lender, and the borrower. Such notes provide that the interest rate on the amount outstanding varies on a daily, weekly or monthly basis depending upon a stated short-term interest rate index. There is no secondary market for the notes. CONVERTIBLE SECURITIES--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 Portfolio's selection of convertible securities is based, to a great extent, on the potential for capital appreciation that may exist in the underlying stock. FORWARD FOREIGN CURRENCY CONTRACTS--Forward foreign currency contracts involve an obligation to purchase or sell a specified currency at a future date at a price set at the time of the contract. Forward currency contracts do not eliminate fluctuations in the values of portfolio securities but rather allow a Portfolio to establish a rate of exchange for a future point in time. When entering into a contract for the purchase or sale of a security in a foreign currency, a Portfolio may enter into a 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 Portfolio may enter into a S-3 forward contract to sell, for a fixed amount, the amount of foreign currency approximating the value of its securities denominated in such foreign currency. With respect to any such forward foreign currency contract, it will not generally be possible to match precisely the amount covered by that contract and the value of the securities involved due to changes in the values of such securities resulting from market movements between the date the forward contract is entered into and the date it matures. In addition, while forward currency contracts may offer protection from losses resulting from declines in value of a particular foreign currency, they also limit potential gains which might result from increases in the value of such currency. A Portfolio will also incur costs in connection with forward foreign currency contracts and conversions of foreign currencies into United States dollars. FUTURES AND OPTIONS OF FUTURES--A Portfolio may buy and sell futures contracts and related options to manage its exposure to changing interest rates and securities prices. Some strategies reduce a Portfolio's exposure to price fluctuations, while others tend to increase its market exposure. Futures and options on futures can be volatile instruments and involve certain risks that could negatively impact a Portfolio's return. No price is paid upon entering into futures contracts. Instead, a Portfolio would be required to deposit an amount of cash or U.S. Treasury securities known as "initial margin." Subsequent payments, called "variation margin," to and from the broker, would be made on a daily basis as the value of the futures position varies (a process known as "market to market"). The margin is in the nature of a performance bond or good-faith deposit on a futures contract. INVESTMENT COMPANIES--As a shareholder in an investment company, a Portfolio would bear its ratable share of that investment company's expenses, including its advisory and administration fees. The Portfolio 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 Portfolios may invest in lower-rated bonds commonly referred to as "junk bonds" or high-yield/high-risk securities. Lower rated securities are defined as securities rated below the fourth highest rating category by a nationally recognized statistical rating organization ("NRSRO"). Such obligations are speculative and may be in default. There may be no bottom limit on the ratings of high-yield securities that may be purchased or held by a Portfolio. In addition, a Portfolio may invest in unrated securities subject to the restrictions stated in the Prospectus. 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 severly disrupt the market for lower rated bonds and adversely affect the value of outstanding bonds and the ability of the issuers to repay principal and interest. The market for lower-rated securities may be less active, causing market price volatility and limited liquidity in the secondary market. This may limit the Portfolios' 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 down turn or substantial period of rising interest rates, highly leveraged issuers may experience financial stress that would aversely affect their ability to service their principal and interest payment obligations, to meet projected business goals, and to obtain additional financing. If the issuer of a bond defaulted on its obligations to pay interest or principal or entered into bankruptcy proceedings, the Portfolio may incur losses or expenses in seeking recovery of amounts owed to it. In addition, periods of economic uncertainty and change can be expected to result in increased volatility of market prices of high-yield, high-risk bonds and the Portfolio's net asset value. S-4 PAYMENT EXPECTATIONS. High-yield, high-risk bonds may contain redemption or call provisions. If an issuer exercised these provisions in a declining interest rate market, the Portfolio 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 Portfolio's assets. If the Portfolio 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 Portfolio's rate of return. LIQUIDITY AND VALUATION. There may be little trading in the secondary market for particular bonds, which may affect adversely the Portfolio's ability to value accurately or dispose of such bonds. Adverse publicity and investor perception, whether or not based on fundamental analysis, may decrease the values and liquidity of high-yield, high-risk bonds, especially in a thin market. LEGISLATION. Federal laws require the divestiture by federally insured savings and loan associations of their investments in lower rated bonds and limit the deductibility of interest by certain corporate issuers of high yield bonds. These laws could adversely affect the Portfolio's net asset value and investment practices, the secondary market for high-yield securities, the financial condition of issuers of these securities and the value of outstanding high-yield securities. TAXES. The Portfolio 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 Portfolio and therefore is subject to the distribution requirements of the tax code even though the Portfolio has not received any interest payments on such obligations during that period. Because the original issue discount earned by the Portfolio in a taxable year may not be represented by cash income, the Portfolio may have to dispose of other securities and use the proceeds to make distributions to shareholders. MORTGAGE-BACKED SECURITIES--Mortgage-backed securities in which a Portfolio may invest represent pools of mortgage loans assembled for sale to investors by various governmental agencies such as the Government National Mortgage Association ("GNMA") and 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. 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 Portfolio 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 Portfolio are prepaid, the Portfolio must reinvest the proceeds in securities the yield of which reflects prevailing interest rates, which may be lower than the prepaid security. For this and other reasons, a mortgage-backed security's stated maturity may be shortened by unscheduled prepayments of the underlying mortgages and, therefore, it is not possible to predict accurately the security's return to a Portfolio. 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 Portfolio will receive when these amounts are reinvested. A Portfolio 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 Portfolio will utilize the expected average life of the security, as estimated in good faith by the Portfolio's advisers. Unlike most single family residential mortgages, commercial real estate property loans often contain provisions which S-5 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. OPTIONS--A Portfolio 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 Portfolio may seek to purchase in the future. A Portfolio purchasing put and call options pays a premium therefor. If price movements in the underlying securities are such that exercise of the options would not be profitable for the Portfolio, loss of the premium paid may be offset by an increase in the value of the Portfolio's securities or by a decrease in the cost of acquisition of securities by the Portfolio. A Portfolio may write 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 Portfolio will write only "covered" call options. When a Portfolio sells an option, if the underlying securities do not increase or decrease to a price level that would make the exercise of the option profitable to the holder thereof, the option generally will expire without being exercised and the Portfolio will realize as profit the premium received for such option. When a call option of which a Portfolio is the writer is exercised, the Portfolio will be required to sell the underlying securities to the option holder at the strike price, and will not participate in any increase in the price of such securities above the strike price. When a put option of which a Portfolio is the writer is exercised, the Portfolio will be required to purchase the underlying securities at the strike price, which may be in excess of the market value of such securities. The initial purchase (sale) of an option contract is an "opening transaction." In order to close out an option position, a Portfolio may enter into a "closing transaction," which is simply the sale (purchase) of an option contract on the same security with the same exercise price and expiration date as the option contract originally opened. The ability of a Portfolio to enter into closing transactions depends upon the existence of a liquid secondary market for such transactions. A Portfolio may purchase and write options on an exchange or over-the-counter. Over-the-counter options ("OTC options") differ from exchange-traded options in several respects. They are transacted directly with dealers and not with a clearing corporation, and therefore entail the risk of non-performance by the dealer. OTC options are available for a greater variety of securities and for a wider range of expiration dates and exercise prices than are available for exchange-traded options. Because OTC options are not traded on an exchange, pricing is done normally by reference to information from a market maker. It is the position of the Securities and Exchange Commission (the "SEC") that OTC options are generally illiquid. PAY-IN-KIND-BONDS--Pay-in-kind bonds are securities which, at the issuer's option, pay interest in either cash or additional securities for a specified period. Pay-in-kind bonds, like zero coupon bonds, are designed to give an issuer flexibility in managing cash flow. Pay-in-kind bonds are expected to reflect the market value of the underlying debt plus an amount representing accrued interest since the last payment. Pay-in-kind bonds are usually less volatile than zero coupon bonds, but more volatile than cash pay securities. 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 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. S-6 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 Portfolio involved bears a risk of loss in the event that the other party to a repurchase agreement defaults on its obligations and the Portfolio is delayed or prevented from exercising its rights to dispose of the collateral or if the Portfolio realizes a loss on the sale of the collateral. The Adviser and Sub-Advisers (collectively, the "Advisers") enter into repurchase agreements only with financial institutions which they deem to present minimal risk of bankruptcy during the term of the agreement based on guidelines which are periodically reviewed by the Board of Trustees. These guidelines currently permit the Portfolios to enter into repurchase agreements only with approved primary securities dealers, as recognized by the Federal Reserve Bank of New York, which have minimum net capital of $100 million, or with a member bank of the Federal Reserve System. Repurchase agreements are considered to be loans collateralized by the underlying security. A Portfolio will have actual or constructive possession of the security or collateral for the repurchase agreement. Repurchase agreements entered into by the Portfolios will provide that the underlying security at all times shall have a value at least equal to 102% of the price stated in the agreement. The underlying security will be marked to market daily. The Advisers monitor compliance with this requirement. Under all repurchase agreements entered into by a Portfolio, the Custodian or its agent must take possession of the underlying collateral. However, if the seller defaults, the Portfolio could realize a loss on the sale of the underlying security to the extent that the proceeds of sale are less than the resale price. In addition, even though the Bankruptcy Code provides protection for most repurchase agreements, if the seller should be involved in bankruptcy or insolvency proceedings, a Portfolio may incur delay and costs in selling the security and may suffer a loss of principal and interest if the Portfolio is treated as an unsecured creditor. RESTRICTED SECURITIES--Restricted securities are securities that may not be sold freely to the public absent registration under the Securities Act of 1933, as amended (the "1933 Act"), or an exemption from registration. Section 4(2) commercial paper is issued in reliance on an exemption from registration under Section 4(2) of the 1933 Act, and is generally sold to institutional investors who purchase for investment. Any resale of such commercial paper must be in an exempt transaction, usually to an institutional investor through the issuer or investment dealers who make a market on such commercial paper. Rule 144A securities are securities re-sold in reliance on an exemption from registration provided by Rule 144A under the 1933 Act. SECURITIES LENDING--Loans are made only to borrowers deemed by the advisers to be in good standing and when, in the judgment of the advisers, the consideration that can be earned currently from such loaned securities justifies the attendant risk. Any loan may be terminated by either party upon reasonable notice to the other party. Each of the Portfolios may use the Distributor as a broker in these transactions. 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 Portfolio 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 S-7 contest payments to the holders of other foreign sovereign debt obligations in the event of default under their commercial bank loan agreements. SWAP, CAPS, FLOORS AND COLLARS--In a typical interest rate swap, one party agrees to make regular payments equal to a floating interest rate times a "notional principal amount," in return for payments equal to a fixed rate times the same amount, for a specific period of time. Swaps may also depend on other prices or rates, such as the value of an index or mortgage prepayment rates. In a typical cap or floor agreement, one party agrees to make payments only under specified circumstances, usually in return for payment of a fee by the other party. For example, the buyer of an interest rate cap obtains the right to receive payments to the extent that a specific interest rate exceeds an agreed-upon level, while the seller of an interest rate floor is obligated to make payments to the extent that a specified interest rate falls below an agreed-upon level. An interest rate collar combines elements of buying a cap and selling a floor. Swap agreements are sophisticated hedging instruments that typically involve a small investment of cash relative to the magnitude of risk assumed. As a result, swaps can be highly volatile and have a considerable impact on a Portfolio's performance. Swap agreements are subject to risks related to the counterparty's ability to perform, and may decline in value if the counterparty's creditworthiness deteriorates. A Portfolio may also suffer losses if it is unable to terminate outstanding swap agreements or reduce its exposure through offsetting transactions. Any obligation a Portfolio may have under these types of arrangements will covered by setting aside cash or liquid securities in a segregated account. A Portfolio will enter into swaps only with counterparties believed to be creditworthy. TIME DEPOSITS--Time deposits are non-negotiable receipts issued by a bank in exchange for the deposit of funds. Like a certificate of deposit, it earns a specified rate of interest over a definite period of time; however, it cannot be traded in the secondary market. Time deposits with a withdrawal penalty or that mature in more than 7 days, are considered to be illiquid. U.S. GOVERNMENT AGENCY SECURITIES--Guarantees of principal by agencies or instrumentalities of the United States Government may be a guarantee of payment at the maturity of the obligation so that in the event of a default prior to maturity there might not be a market and thus no means of realizing on the market obligation prior to maturity. Guarantees as to the timely payment of principal and interest do not extend to the value or yield of these securities nor to the value of the Portfolio's shares. VARIABLE AND FLOATING RATE INSTRUMENTS--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. WHEN-ISSUED AND DELAYED DELIVERY SECURITIES--These securities are subject to market fluctuation due to changes in market interest rates, and it is possible that the market value at the time of settlement could be higher or lower than the purchase price if the general level of interest rates has changed. Although a Portfolio generally purchases securities on a when-issued or forward commitment basis with the intention of actually acquiring securities, a Portfolio may dispose of a when-issued security on a forward commitment prior to settlement if the Adviser deems it appropriate to do so. When investing in when-issued securities, a Portfolio will not accrue income until delivery of the securities and will invest in such securities only for purposes of actually acquiring the securities and not for purposes of leveraging. ZERO COUPON SECURITIES--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 S-8 are generally more volatile than the market prices of securities that have similar maturity but that pay interest periodically. Zero coupon securities are likely to respond to a greater degree to interest rate changes that are non-zero coupon securities with similar maturity and credit qualities. The Portfolio 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 Portfolio 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. DESCRIPTION OF COMMERCIAL PAPER RATINGS Commercial paper rated A by Standard and Poor's Corporation ("S&P") is regarded by S&P as having the greatest capacity for timely payment. Issues rated A are further refined by use of the numbers 1+, 1 and 2, to indicate the relative degree of safety. Issues rated A-1+ are those with an "overwhelming degree" of credit protection. Those rated A-1, the highest rating category, reflect a "very strong" degree of safety regarding timely payment. Those rated A-2, the second highest rating category, reflect a "satisfactory" degree of safety regarding timely payment. Commercial paper issues rated Prime-1 or Prime-2 by Moody's Investor's Service, Inc. ("Moody's") are judged by Moody's to be of the "superior" quality and "strong" quality, respectively, on the basis of relative repayment capacity. The rating Fitch-1 (Highest Grade) is the highest commercial rating assigned by Fitch Investors Services, Inc. ("Fitch"). Paper rated Fitch-1 is regarded as having the strongest degree of assurance for timely payment. The rating Fitch-2 (Very Good Grade) is the second highest commercial paper rating assigned by Fitch which reflects an assurance of timely payment only slightly less in degree than the strongest issues. The rating Duff-1 is the highest commercial paper rating assigned by Duff and Phelps, Inc. ("Duff"). Paper rated Duff-1 is regarded as having very high certainty of timely payment with excellent liquidity factors which are supported by ample asset protection. Risk factors are minor. Paper rated Duff-2 is regarded as having good certainty of timely payment, good access to capital markets and sound liquidity factors and company fundamentals. Risk factors are small. The designation A1, the highest rating category established by IBCA Limited ("IBCA"), indicates that the obligation is supported by a very strong capacity for timely repayment. Those obligations rated A1+ are supported by the highest capacity for timely repayment are supported by a strong capacity for timely repayment, although such capacity may be susceptible to adverse changes in business, economic or financial conditions. S-9 The rating TBW-1 by Thomson BankWatch ("Thomson") indicates a very high likelihood that principal and interest will be paid on a timely basis. DESCRIPTION OF CORPORATE BOND RATINGS Bonds rated AAA have the highest rating S&P assigns to a debt obligation. Such a rating indicates an extremely strong capacity to pay principal and interest. Bonds rated AA also qualify as high-quality debt obligations. Capacity to pay principal and interest is very strong, and in the majority of instances they differ from AAA issues only in small degree. Debt rated A has a strong capacity to pay interest and repay principal although it is somewhat more susceptible to the adverse effects of changes in circumstances and economic conditions than debt in higher rated categories. Debt rated BBB is regarded as having an adequate capacity to pay interest and repay principal. Whereas it normally exhibits adequate protection parameters, adverse economic conditions or changing circumstances are more likely to lead to a weakened capacity to pay interest and repay principal for debt in this category than in higher rated categories. Debt rated BB and B is regarded as having predominantly speculative characteristics with respect to capacity to pay interest and repay principal. BB indicates the least degree of speculation and C the highest degree of speculation. While such debt will likely have some quality and protective characteristics, these are outweighed by large uncertainties or major risk exposures to adverse conditions. Debt rated BB has less near-term vulnerability to default than other speculative grade debt. However, it faces major ongoing uncertainties or exposure to adverse business, financial, or economic conditions that could lead to inadequate capacity to meet timely interest and principal payments. The BB rating category is also used for debt subordinated to senior debt that is assigned an actual or implied BBB- rating. Debt rated B has greater vulnerability to default but presently has the capacity to meet interest payments and principal repayments. Adverse business, financial, or economic conditions would likely impair capacity or willingness to pay interest and repay principal. The B rating category also is used for debt subordinated to senior debt that is assigned an actual or implied BB or BB- rating. Bonds which are rated Aaa by Moody's are judged to be of the best quality. They carry the smallest degree of investment risk and are generally referred to as "gilt edge." Interest payments are protected by a large, or an exceptionally stable, margin and principal is secure. While the various protective elements are likely to change, such changes as can be visualized are most unlikely to impair the fundamentally strong position of such issues. Bonds rated Aa by Moody's are judged by Moody's to be of high quality by all standards. Together with bonds rated Aaa, they comprise what are generally known as high-grade bonds. They are rated lower than the best bonds because margins of protection may not be as large as in Aaa securities or fluctuation of protective elements may be of greater amplitude or there may be other elements present which make the long-term risks appear somewhat larger than in Aaa securities. Bonds which are rated A possess many favorable investment attributes and are to be considered as upper-medium grade obligations. Factors giving security to principal and interest are considered adequate, but elements may be present which suggest a susceptibility to impairment sometime in the future. Bonds which are rated Baa are considered as medium-grade obligations (I.E., they are neither highly protected nor poorly secured). Interest payments and principal security appear adequate for the present but certain protective elements may be lacking or may be characteristically unreliable over any great length of time. Such bonds lack outstanding investment characteristics and in fact have speculative characteristics as well. Bonds which are rated Ba are judged to have speculative elements; their future cannot be considered as well-assured. Often the protection of interest and principal payments may be very moderate and thereby not well safeguarded during both good and bad times over the future. Uncertainty of position characterizes bonds in this class. Bonds which are rated B generally lack characteristics of the desirable investment. Assurance of interest and principal payments or of maintenance of other terms of the contract over any long period of time may be small. Moody's bond ratings, where specified, are applied to senior bank obligations and insurance company senior policyholder and claims obligations with an original maturity in excess of one year. Obligations S-10 relying upon support mechanisms such as letters-of-credit and bonds of indemnity are excluded unless explicitly rated. Obligations of a branch of a bank are considered to be domiciled in the country in which the branch is located. Unless noted as an exception, Moody's rating on a bank's ability to repay senior obligations extends only to branches located in countries which carry a Moody's sovereign rating. Such branch obligations are rated at the lower of the bank's rating or Moody's sovereign rating for the bank deposits for the country in which the branch is located. When the currency in which an obligation is denominated is not the same as the currency of the country in which the obligation is domiciled, Moody's ratings do not incorporate an opinion as to whether payment of the obligation will be affected by the actions of the government controlling the currency of denomination. In addition, risk associated with bilateral conflicts between an investor's home country and either the issuer's home country or the country where an issuer branch is located are not incorporated into Moody's ratings. Moody's makes no representation that rated bank obligations or insurance company obligations are exempt from registration under the U.S. Securities Act of 1933 or issued in conformity with any other applicable law or regulation. Nor does Moody's represent that any specific bank or insurance company obligation is legally enforceable or is a valid senior obligation of a rated issuer. Moody's ratings are opinions, not recommendations to buy or sell, and their accuracy is not guaranteed. A rating should be weighed solely as one factor in an investment decision and you should make your own study and evaluation of any issuer whose securities or debt obligations you consider buying or selling. Bonds rated AAA by Fitch are judged by Fitch to be strictly high grade, broadly marketable, suitable for investment by trustees and fiduciary institutions liable to slight market fluctuation other than through changes in the money rate. The prime feature of an AAA bond is a showing of earnings several times or many times interest requirements, with such stability of applicable earnings that safety is beyond reasonable question whatever changes occur in conditions. Bonds rated AA by Fitch are judged by Fitch to be of safety virtually beyond question and are readily salable, whose merits are not unlike those of the AAA class, but whose margin of safety is less strikingly broad. The issue may be the obligation of a small company, strongly secured but influenced as to rating by the lesser financial power of the enterprise and more local type market. Bonds rated A are considered to be investment grade and of high credit quality. The obligor's ability to pay interest and repay principal is considered to be strong, but may be more vulnerable to adverse changes in economic conditions and circumstances than bonds with higher ratings. Bonds rated BBB are considered to be investment grade and of satisfactory credit quality. The obligor's ability to pay interest and repay principal is considered to be adequate. Adverse changes in economic conditions and circumstances, however, are more likely to have adverse impact on these bonds, and therefore impair timely payment. The likelihood that the ratings of these bonds will fall below investment grade is higher than for bonds with higher ratings. Bonds rated BB are considered speculative. The obligor's ability to pay interest and repay principal may be affected over time by adverse economic changes. However, business and financial alternatives can be identified which could assist the obligor in satisfying its debt service requirements. Bonds rated B are considered highly speculative. While bonds in this class are currently meeting debt service requirements, the probability of continued timely payment of principal and interest reflects the obligor's limited margin of safety and the need for reasonable business and economic activity throughout the life of the issue. Bonds rated Duff-1 are judged by Duff to be of the highest credit quality with negligible risk factors; only slightly more than U.S. Treasury debt. Bonds rated Duff-2, 3 and 4 are judged by Duff to be of high credit quality with strong protection factors. Risk is modest but may vary slightly from time to time because S-11 of economic conditions. Bonds rated BBB+, BBB, or BBB- are considered below average protection factors but still considered sufficient for prudent investment. Considerable BBB variability in risk during economic cycles. Bonds rated BB+, BB or BB- are considered below investment grade but deemed likely to meet obligations when due. Present or prospective financial protection factors fluctuate according to industry conditions or company fortunes. Overall quality may move up or down frequently within this category. Bonds rated B+, B or B- are considered below investment grade and possessing risk that obligations will not be met when due. Financial protection factors will fluctuate widely according to economic cycles, industry conditions and/or company fortunes. Potential exists for frequent changes in the rating within this category or into a higher or lower rating grade. Obligations rated AAA by IBCA have the lowest expectation of investment risk. Capacity for timely repayment of principal and interest is substantial, such that adverse changes in business, economic or financial conditions are unlikely to increase investment risk significantly. Obligations for which there is a very low expectation of investment risk are rated AA by IBCA. Capacity for timely repayment of principal and interest is substantial. Adverse changes in business, economic or financial conditions may increase investment risk albeit not very significantly. Bonds rated A are obligations for which there is a low expectation of investment risk. Capacity for timely repayment of principal and interest is strong, although adverse changes in business, economic or financial conditions may lead to increased investment risk. Bonds rated BBB are obligations for which there is currently a low expectation of investment risk. Capacity for timely repayment of principal and interest is adequate, although adverse changes in business, economic or financial conditions are more likely to lead to increased investment risk than for obligations in other categories. Bonds rated BB are obligations for which there is a possibility of investment risk developing. Capacity for timely repayment of principal and interest exists, but is susceptible over time to adverse changes in business, economic or financial conditions. Bonds rated B are obligations for which investment risk exists. Timely repayment of principal and interest is not sufficiently protected against adverse changes in business, economic or financial conditions. Bonds rated AAA by Thomson BankWatch indicate that the ability to repay principal and interest on a timely basis is very high. Bonds rated AA indicate a superior ability to repay principal and interest on a timely basis, with limited incremental risk compared to issues rated in the highest category. Bonds rated A indicate the ability to repay principal and interest is strong. Issues rated A could be more vulnerable to adverse developments (both internal and external) than obligations with higher ratings. Bonds rated BBB indicate an acceptable capacity to repay principal and interest. Issues rated "BBB" are, however, more vulnerable to adverse developments (both internal and external) than obligations with higher ratings. While not investment grade, the BB rating suggests that the likelihood of default is considerably less than for lower-rated issues. However, there are significant uncertainties that could affect the ability to adequately service debt obligations. Issues rated B show a higher degree of uncertainty and therefore greater likelihood of default than higher-rated issues. Adverse developments could well negatively affect the payment of interest and principal on a timely basis. INVESTMENT LIMITATIONS The International Equity, Emerging Markets Equity and Emerging Markets Debt Portfolios may not: 1. Make loans if, as a result, more than 33 1/3% of its total assets would be lent to other parties, except that each Portfolio may (i) purchase or hold debt instruments in accordance with its investment objective and policies; (ii) enter into repurchase agreements; and (iii) lend its securities. S-12 2. Purchase or sell real estate, physical commodities, or commodities contracts, except that each Portfolio may purchase (i) marketable securities issued by companies which own or invest in real estate (including real estate investment trusts), commodities, or commodities contracts, and (ii) commodities contracts relating to financial instruments, such as financial futures contracts and options on such contracts. 3. Act as an underwriter of securities of other issuers except as it may be deemed an underwriter in selling a portfolio security. 4. Issue senior securities (as defined in the Investment Company Act of 1940, as amended (the "1940 Act"), except as permitted by rule, regulation or order of the SEC. 5. Invest in interests in oil, gas or other mineral exploration or development programs and oil, gas or mineral leases. The International Fixed Income Portfolio may not: 1. 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 Portfolio taken at current value at the time of the incurrence of such loan. 2. Make loans, except that the Portfolio 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 International Fixed Income Portfolio. 3. Invest in companies for the purpose of exercising control. 4. Acquire more than 10% of the voting securities of any one issuer. 5. Purchase or sell real estate, real estate limited partnership interests, commodities or commodities contracts. However, subject to its permitted investments, the Portfolio may purchase obligations issued by companies which invest in real estate, commodities or commodities contracts. 6. 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. 7. Act as an underwriter of securities of other issuers except as it may be deemed an underwriter in selling a portfolio security. 8. 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 Portfolio is prohibited from acquiring the securities of other investment companies if, as a result of such acquisition, the Portfolio 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 Portfolio assets; or securities (other than treasury stock) issued by all investment companies represent more than 10% of the total assets of the Portfolio. A Portfolio'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. 9. 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. S-13 10. Purchase or retain securities of an issuer if, to the knowledge of the Trust, an officer, trustee, partner or director of the Trust or any investment adviser of the Trust owns beneficially more than 1/2 of 1% of the shares or securities of such issuer and all such officers, trustees, partners and directors owning more than 1/2 of 1% of such shares or securities together own more than 5% of such shares or securities. 11. 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. 12. Invest in interests in oil, gas or other mineral exploration or development programs and oil, gas or mineral leases. 13. Purchase restricted securities (securities which must be registered under the Securities Act of 1933, as amended (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. The foregoing percentages will apply at the time of the purchase of a security and shall not be violated unless an excess or deficiency occurs, immediately after or as a result of a purchase of such security. These investment limitations and the investment limitations in the Prospectuses are fundamental policies of the Trust and may not be changed without shareholder approval. NON-FUNDAMENTAL POLICIES The following investment limitations are non-fundamental policies and may be changed without shareholder approval. The International Equity, Emerging Markets Equity and Emerging Market Debt Portfolios may not: 1. Pledge, mortgage or hypothecate assets except to secure borrowings permitted by the Portfolio's fundamental limitation on borrowing. 2. Invest in companies for the purpose of exercising control. 3. Purchase securities on margin or effect short sales, except that each Portfolio may (i) obtain short-term credits as necessary for the clearance of security transactions, (ii) provide initial and variation margin payments in connection with transactions involving futures contracts and options on such contracts, and (iii) make short sales "against the box" or in compliance with the SEC's position regarding the asset segregation requirements of Section 18 of the 1940 Act. 4. Purchase securities which 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 total assets would be invested in illiquid securities. 6. Invest its assets in securities of any investment company, except as permitted by the 1940 Act. The foregoing percentages will apply at the time of the purchase of a security and shall not be violated unless an excess or deficiency occurs, immediately after or as a result of a purchase of such security. THE MANAGER The Trust and SEI Fund Management ("SEI Management" or the "Manager") have entered into a Management Agreement (the "Management Agreement"). Formerly, SEI Financial Management Corporation ("SFM") served as the manager to the Trust. The Management Agreement provides that the S-14 Manager shall not be liable for any error of judgment or mistake of law or for any loss suffered by the Trust in connection with the matters to which the Management Agreement relates, except a loss resulting from willful misfeasance, bad faith or gross negligence on the part of the Manager in the performance of its duties or from reckless disregard of its duties and obligations thereunder. The continuance of the Management Agreement must be specifically approved at least annually (i) by the vote of a majority of the Trustees or by the vote of a majority of the outstanding voting securities of the Portfolios, and (ii) by the vote of a majority of the Trustees of the Trust who are not parties to the Management Agreement or an "interested person" (as that term is defined in the 1940 Act) of any party thereto, cast in person at a meeting called for the purpose of voting on such approval. The Management Agreement is terminable at any time without penalty by the Trustees of the Trust, by a vote of a majority of the outstanding shares of the Portfolios or by the Manager on not less than 30 days' nor more than 60 days' written notice. This Agreement shall not be assignable by either party without the written consent of the other party. SEI Management, a Delaware business trust, has its principal business offices at Oaks, Pennsylvania 19456. SFM, a wholly-owned subsidiary of SEI Investments Company ("SEI"), is the owner of all beneficial interest in SEI Management. Alfred P. West, Jr., Carmen V. Romeo, and Henry H. Greer constitute the Board of Directors of SFM, the Investment Adviser to the Portfolios. Mr. West serves as Chairman of the Board of Directors and Chief Executive Officer of SFM and SEI, Mr. Greer serves as President and Chief Operating Officer of SFM and SEI, and Chief Financial Officer of SEI, and Mr. Romeo serves as Executive Vice President and Treasurer of SEI. SEI and its subsidiaries and affiliates, including SEI Management, are leading providers of funds evaluation services, trust accounting systems, and brokerage and information services to financial institutions, institutional investors, and money managers. SEI Management and its affiliates also serve as administrator to the following other mutual funds: The Achievement Funds Trust, The Advisors' Inner Circle Fund, The Arbor Fund, ARK Funds, Bishop Street Funds, CoreFunds, Inc., CrestFunds, Inc., CUFUND, The Expedition Funds, FMB Funds, Inc., First American Funds, Inc., First American Investment Funds, Inc., First American Strategy Funds, Inc., HighMark Funds, Marquis Funds-Registered Trademark-, Monitor Funds, Morgan Grenfell Investment Trust, The PBHG Funds, Inc., The Pillar Funds, Profit Funds Investment Trust, Rembrandt Funds-Registered Trademark-, Santa Barbara Group of Mutual Funds, Inc., Boston 1784 Funds-Registered Trademark-, SEI Asset Allocation Trust, SEI Daily Income Trust, SEI Index Funds, SEI Institutional Investments Trust, SEI Institutional Managed Trust, SEI Liquid Asset Trust, SEI Tax Exempt Trust, STI Classic Funds, STI Classic Variable Trust, and TIP Funds. If operating expenses of any Portfolio exceed applicable limitations, the Manager will pay such excess. The Manager will not be required to bear expenses of any Portfolio to an extent which would result in the Portfolio's inability to qualify as a regulated investment company under provisions of the Internal Revenue Code of 1986, as amended (the "Code"). The term "expenses" is defined in such laws or regulations, and generally excludes brokerage commissions, distribution expenses, taxes, interest and extraordinary expenses. For the fiscal years ended February 28, 1995, February 29, 1996, and February 28, 1997, the Portfolios paid fees to the Manager as follows:
MANAGEMENT FEES PAID MANAGEMENT FEES (REIMBURSED) (000) WAIVED (000) ---------------------- ------------------ PORTFOLIO 1995 1996 1997 1995 1996 1997 - ------------------------------------------ ------ ------ ------ ---- ---- ------ International Equity Portfolio............ $2,653 $1,312 $2,046 $77 $119 $ 41 Emerging Markets Equity Portfolio......... $ (9) $ (29) $ 725 $11 $230 $ 249 International Fixed Income Portfolio...... $ 122 $ 231 $ 714 $84 $140 $ 161 Emerging Markets Debt Portfolio........... * * * * * *
- ------------------------ * Not in operation during such period. S-15 THE ADVISERS AND SUB-ADVISERS The Advisory Agreements and certain of the Sub-Advisory Agreements provide that SEI Financial Management Corporation ("SFM" or the "Adviser") (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 Portfolio or by the Trustees, and (ii) by the vote of a majority of the Trustees who are not parties to such Advisory or Sub-Advisory Agreement or "interested persons" of any party thereto, cast in person at a meeting called for the purpose of voting on such approval. 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 Portfolio, by a majority of the outstanding shares of that Portfolio, on not less than 30 days' nor more than 60 days' written notice to the Adviser or Sub-Adviser, or by the Adviser or Sub-Adviser on 90 days' written notice to the Trust. SFM has obtained an exemptive order from the SEC that permits SFM, with the approval of the Trust's Board of Trustees, to retain unaffiliated sub-advisers for a Portfolio without submitting the sub-advisory agreement to a vote of the Portfolio's shareholders. The exemptive relief permits the non-disclosure of amounts payable by SFM under such sub-advisory agreements. The Trust will notify shareholders in the event of any change in the identity of the sub-adviser for a Portfolio. For the fiscal years ended February 28, 1995, February 29, 1996, and February 28, 1997, the Portfolios paid advisory fees as follows:
FEES PAID (000) FEE WAIVERS (000) ---------------------- ------------------ PORTFOLIO 1995 1996 1997 1995 1996 1997 - -------------------------------------------------- ------ ------ ------ ---- ---- ---- International Equity Portfolio.................... $1,516 $1,524(1) $2,113 $ 0 $ 0(1) $223 Emerging Markets Equity Portfolio................. $ 4 $297 (1) $1,262 $ 0 $ 0(1) $309 International Fixed Income........................ $ 86 $155 $ 362 $17 $31 $ 72 Emerging Markets Debt Portfolio................... * * * * * *
- ------------------------ * Not in operation during such period. (1) Includes amounts paid to the Portfolios' Sub-Advisers under the former investment advisory agreements. For the fiscal years ended February 28, 1995, February 29, 1996, and February 28, 1997, SFM paid sub-advisory fees as follows:
SUB-ADVISORY FEES SUB-ADVISORY FEES PAID (000) WAIVED (000) ---------------------- ------------------ PORTFOLIO 1995 1996 1997 1995 1996 1997 - -------------------------------------------------- ------ ------ ------ ---- ---- ---- International Equity Portfolio.................... + $1,389 + $ 0 Emerging Markets Equity Portfolio................. + $ 949 + $ 0 Emerging Markets Debt Portfolio................... * * * * * *
- ------------------------ * Not in operation during such period. + Not applicable during such period. S-16 DISTRIBUTION AND SHAREHOLDER SERVICING The Trust has adopted a Distribution Agreement for the Portfolios. The Trust has also adopted a Distribution Plan (the "Class D Plan") for the shares of the Class D shares of the International Equity Portfolio in accordance with the provisions of Rule 12b-1 under the 1940 Act, which regulates circumstances under which an investment company may directly or indirectly bear expenses relating to the distribution of its shares. In this connection, the Board of Trustees has determined that the Plan and Distribution Agreement are in the best interests of the shareholders. Continuance of the Plan must be approved annually by a majority of the Trustees of the Trust and by a majority of the Qualified Trustees, as defined in the Plan. The Plan requires that quarterly written reports of amounts spent under the Plan and the purposes of such expenditures be furnished and reviewed by the Trustees. The Plan may not be amended to increase materially the amount which may be spent thereunder without approval by a majority of the outstanding shares of the Portfolio or class affected. All material amendments of the Plan will require approval by a majority of the Trustees of the Trust and of the Qualified Trustees. The Class D Plan provides that the Trust will pay a fee of up to .30% of the average daily net assets of the International Equity Portfolio's Class D shares that the Distributor can use to compensate broker-dealers and service providers, including SEI Investments Distribution Co. and its affiliates, which provide distribution-related services to the International Equity Portfolio's Class D shareholders or their customers who beneficially own Class D shares. The Class D Plan provides that, if there are more than one series of Trust securities having a Class D class, expenses incurred pursuant to the Class D Plan will be allocated among such several series of the Trust on the basis of their relative net asset values, unless otherwise determined by a majority of the Qualified Trustees. See "Distribution" in the Class D Prospectus. The distribution related services that may be provided under the Plan include establishing and maintaining customer accounts and records; aggregating and processing purchase and redemption requests from customers; and placing net purchase and redemption orders with the Distributor; and automatically investing customer account cash balances. Except to the extent that the Manager and Adviser benefitted through increased fees from an increase in the net assets of the Trust which may have resulted in part from the expenditures, no interested person of the Trust nor any Trustee of the Trust who is not an interested person of the Trust had a direct or indirect financial interest in the operation of the Class D Plan or related agreements. The Portfolios have also adopted a shareholder servicing plan for their Class A shares (the "Service Plan"). Under the Service Plan, 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, the Distributor may retain as a profit any difference between the fee it receives and the amount it pays to third parties. Although banking laws and regulations prohibit banks from distributing shares of open-end investment companies such as the Trust, according to an opinion issued to the staff of the Securities and Exchange Commission ("SEC") by the Office of the Comptroller of the Currency, financial institutions are not prohibited from acting in other capacities for investment companies, such as providing shareholder services. Should future legislative, judicial or administrative action prohibit or restrict the activities of financial institutions in connection with providing shareholder services, the Trust may be required to alter materially or discontinue its arrangements with such financial institutions. S-17 For the fiscal year ended February 28, 1997, the International Equity Portfolio incurred the following distribution expenses:
AMOUNT PAID TO 3RD PARTIES BY TOTAL DIST. SIDCO FOR TOTAL DIST. EXPENSES AS DISTRIBUTOR EXPENSES A % OF NET RELATED SALES PRINTING OTHER PORTFOLIO CLASS (000) ASSETS SERVICES EXPENSES COSTS COSTS* - ------------------------------ ------ ----------- ----------- -------------- -------- -------- ------ International Equity Portfolio................... D $1,305 .25% $0 $0 $0 $0
- ------------------------ * Costs of complying with securities laws pertaining to the distribution of shares. TRUSTEES AND OFFICERS OF THE TRUST The Trustees and Executive Officers of the Trust, their respective dates of birth, and their principal occupations for the last five years are set forth below. Each may have held other positions with the named companies during that period. Unless otherwise noted, the business address of each Trustee and each Executive Officer is SEI Investments Company, Oaks, Pennsylvania 19456. Certain officers of the Trust also serve as officers of some or all of the following: The Achievement Funds Trust, The Advisors' Inner Circle Fund, The Arbor Fund, ARK Funds, Bishop Street Funds, CoreFunds, Inc., CrestFunds, Inc., CUFUND, The Expedition Funds, FMB Funds, Inc., First American Funds, Inc., First American Investment Funds, Inc., First American Strategy Funds, Inc., HighMark Funds, Marquis Funds-Registered Trademark-, Monitor Funds, Morgan Grenfell Investment Trust, The PBHG Funds, Inc., The Pillar Funds, Profit Funds Investment Trust, Rembrandt Funds-Registered Trademark-, Santa Barbara Group of Mutual Funds, Inc., Boston 1784 Funds-Registered Trademark-, SEI Asset Allocation Trust, SEI Daily Income Trust, SEI Index Funds, SEI Institutional Investments Trust, SEI Institutional Managed Trust, SEI Liquid Asset Trust, SEI Tax Exempt Trust, STI Classic Funds, STI Classic Variable Trust and TIP Funds, each of which is an open-end management investment company managed by SEI Fund Management or its affiliates and, except for Profit Funds Investment Trust, Rembrandt Funds-Registered Trademark-, and Santa Barbara Group of Mutual Funds, Inc., are distributed by SEI Investments Distribution Co. ROBERT A. NESHER (DOB 08/17/46)--Chairman of the Board of Trustees*--Retired since 1994. Executive Vice President of SEI, 1986-1994. Director and Executive Vice President of the Adviser, Manager and the Distributor, 1981-1994. Trustee of the Arbor Fund, Marquis Funds-Registered Trademark-, The Advisors' Inner Circle Fund, The Expedition Funds, SEI Liquid Asset Trust, SEI Daily Income Trust, SEI Tax Exempt Trust, SEI Index Funds, SEI Asset Allocation Trust, SEI Institutional Investments Trust, SEI Institutional Managed Trust, Boston 1784 Funds-Registered Trademark-, Pillar Funds, and Rembrandt Funds-Registered Trademark-. WILLIAM M. DORAN (DOB 05/26/40)--Trustee*--2000 One Logan Square, Philadelphia, PA 19103. Partner, Morgan, Lewis & Bockius LLP (law firm), counsel to the Trust, Manager and Distributor, Director and Secretary of SEI and Secretary of the Adviser, Manager and Distributor. Trustee of The Arbor Fund, Marquis Funds-Registered Trademark-, The Advisors' Inner Circle Fund, The Expedition Funds, SEI Liquid Asset Trust, SEI Daily Income Trust, SEI Tax Exempt Trust, SEI Index Funds, SEI Asset Allocation Trust, SEI Institutional Investments Trust, and SEI Institutional Managed Trust. F. WENDELL GOOCH (DOB 12/03/32)--Trustee**--P.O. Box 190, Paoli, IN 47454. President, Orange County Publishing Co., Inc. since October 1981. Retired; Publisher of the Paoli News and the Paoli Republican and Editor of the Paoli Republican from January 1981 to 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 STI Classic Funds, STI Classic Variable Trust, SEI Liquid Asset Trust, SEI Daily Income Trust, SEI Tax Exempt Trust, SEI Index Funds, SEI Asset Allocation Trust, SEI Institutional Managed Trust and SEI Institutional Investments Trust. S-18 FRANK E. MORRIS (DOB 12/30/23)--Trustee**--105 Walpole Street, Dover, MA 02030. Retired since 1990. Peter Drucker Professor of Management, Boston College, 1989-1990. President, Federal Reserve Bank of Boston, 1968-1988. Trustee of The Arbor Fund, Marquis Funds-Registered Trademark-, The Advisors' Inner Circle Fund, The Expedition Funds, SEI Liquid Asset Trust, SEI Daily Income Trust, SEI Tax Exempt Trust, SEI Index Funds, SEI Asset Allocation Trust, SEI Institutional Managed Trust and SEI Institutional Investments Trust. JAMES M. STOREY (DOB 04/12/31)--Trustee**--Retired; Partner, Dechert Price & Rhoads, from September 1987-December 1993; Trustee of The Arbor Fund, Marquis Funds-Registered Trademark-, The Advisors' Inner Circle Fund, The Expedition Funds, SEI Liquid Asset Trust, SEI Daily Income Trust, SEI Tax Exempt Trust, SEI Index Funds, SEI Asset Allocation Trust, SEI Institutional Investments Trust, and SEI Institutional Managed Trust. GEORGE J. SULLIVAN, JR. (DOB 11/13/42)--Trustee**--General Partner, Teton Partners, L.P., since 1991; Chief Financial Officer, Noble Partners, L.P., since 1991; Treasurer and Clerk, Peak Asset Management, Inc., since 1991; Trustee, Navigator Securities Lending Trust, since 1995. Trustee of SEI Liquid Asset Trust, SEI Daily Income Trust, SEI Tax Exempt Trust, SEI Index Funds, SEI Asset Allocation Trust, SEI Institutional Investments Trust, and SEI Institutional Managed Trust. DAVID G. LEE (DOB 04/16/52)--President and Chief Executive Officer--Senior Vice President of the Manager and Distributor since 1993. Vice President of the Adviser, Manager and Distributor, 1991-1993. President, GW Sierra Trust Funds before 1991. SANDRA K. ORLOW (DOB 10/18/53)--Vice President and Assistant Secretary--Vice President and Assistant Secretary of the Adviser, Manager and Distributor since 1988. KEVIN P. ROBINS (DOB 04/15/61)--Vice President and Assistant Secretary--Senior Vice President, General Counsel and Assistant Secretary of SEI, Senior Vice President, General Counsel and Secretary of the Adviser, the Manager and Distributor since 1994. Vice President and Assistant Secretary of SEI, the Adviser, Manager and Distributor, 1992-1994. Associate, Morgan, Lewis & Bockius LLP (law firm), 1988-1992. RICHARD W. GRANT (DOB 10/25/45)--Secretary--2000 One Logan Square, Philadelphia, PA 19103, Partner, Morgan, Lewis & Bockius LLP (law firm), counsel to the Trust, SEI, the Adviser, Manager and Distributor. KATHRYN L. STANTON (DOB 11/19/58)--Vice President and Assistant Secretary--Vice President, Deputy General Counsel, Vice President and Assistant Secretary of SEI, the Adviser, Manager and Distributor since 1994. General Counsel, Investment Systems and Services, since 1997. Associate, Morgan, Lewis & Bockius LLP (law firm), 1989-1994. MARK E. NAGLE (DOB 10/20/59)--Controller and Chief Financial Officer--Vice President of Fund Accounting and Administration for SEI Fund Resources and the Manager since 1996. Vice President of Fund Accounting, BISYS Fund Services 1995-1996. Senior Vice President and Site Manager, Fidelity Investments (1981-1995). TODD CIPPERMAN (DOB 02/14/66)--Vice President and Assistant Secretary--Vice President and Assistant Secretary of SEI, the Adviser, Manager and the Distributor since 1995. Associate, Dewey Ballantine (law firm) (1994-1995). Associate, Winston & Strawn (law firm) (1991-1994). BARBARA A. NUGENT (DOB 06/18/56)--Vice President and Assistant Secretary--Vice President and Assistant Secretary of SEI, the Adviser, Manager and Distributor since 1996. Associate, Drinker, Biddle & Reath (law firm). Assistant Vice President/Administration, Delaware Service Company, Inc. (1992-1993), Assistant Vice President--Operations, Delaware Service Company, Inc. (1988-1992). MARC H. CAHN (DOB 06/19/57)--Vice President and Assistant Secretary--Vice President and Assistant Secretary of SEI, the Adviser, Manager and Distributor since 1996. Associate General Counsel, S-19 Barclays Bank PLC (1995-1996). ERISA counsel, First Fidelity Bancorporation (1994-1995), Associate, Morgan, Lewis & Bockius LLP (1989-1994). - ------------------------ *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, Morris and Sullivan serve as members of the Audit Committee of the Trust. The Trustees and officers of the Trust own less than 1% of the outstanding shares of the Trust. Compensation of officers and affiliated Trustees of the Trust is paid by the Manager. The Trust pays the fees for unaffiliated Trustees. For the fiscal year ended February 28, 1997, the Trust paid the following amounts to the Trustees.
AGGREGATE PENSION OR COMPENSATION FROM RETIREMENT BENEFITS ESTIMATED ANNUAL TOTAL COMPENSATION FROM REGISTRANT REGISTRANT FOR FYE ACCRUED AS PART OF BENEFITS UPON AND FUND COMPLEX PAID TO DIRECTORS NAME OF PERSON AND POSITION 2/28/97 FUND EXPENSES RETIREMENT FOR FYE 2/28/97 - --------------------------------- ------------------ ------------------- ---------------- ----------------------------------- Robert A. Nesher, Trustee........ $ 0 $0 $0 $0 for services on 8 boards William M. Doran, Trustee........ $ 0 $0 $0 $0 for services on 8 boards Richard F. Blanchard, Trustee(1)..................... $ 4,554 $0 $0 $22,500 for services on 8 boards F. Wendell Gooch, Trustee........ $18,479 $0 $0 $92,250 for services on 8 boards Frank E. Morris, Trustee......... $18,479 $0 $0 $92,250 for services on 8 boards James M. Storey, Trustee(2)...... $18,479 $0 $0 $92,250 for services on 8 boards George J. Sullivan, Trustee...... $ 8,818 $0 $0 $69,750 for services on 8 boards
- ------------------------ (1) Deceased May 7, 1996 (2) Mr. Storey received a portion of such amount as compensation for service as an Honorary Trustee for the Trust prior to being elected as a Trustee on August 14, 1996. PERFORMANCE From time to time, the Trust may advertise yield and/or total return for one or more of the Portfolios. These figures will be based on historical earnings and are not intended to indicate future performance. The total return of a Portfolio refers to the average compounded rate of return to a hypothetical investment for designated time periods (including, but not limited to, the period from which the Portfolio commenced operations through the specified date), assuming that the entire investment is redeemed at the end of each period. In particular, total return will be calculated according to the following formula: P(1 + T)n = ERV, where P = a hypothetical initial payment of $1,000; T = average annual total return; n = number of years; and ERV = ending redeemable value of a hypothetical $1,000 payment made at the beginning of the designated time period as of the end of such period. S-20 Based on the foregoing, the average annual total return for the Portfolios from inception through February 28, 1997, and for the one, five and ten year periods ended February 28, 1997 were as follows:
AVERAGE ANNUAL TOTAL RETURN ------------------------------------------------- SINCE PORTFOLIO CLASS ONE YEAR FIVE YEAR TEN YEAR INCEPTION - ----------------------------------------- ------------------------------- ----------- ----------- --------- ------------ International Equity Portfolio A.............................. 5.70% 7.79% * 4.62% D (with load).................. 0.15% * * 3.32% D (without load)............... 5.39% * * 5.22% Emerging Markets Equity Portfolio A.............................. 18.02% * * 12.99% International Fixed Income Portfolio A.............................. 1.85% * * 7.77% Emerging Markets Debt Portfolio A.............................. * * * *
- ------------------------ * Not in operation during such period. From time to time, the Trust may advertise the yield of the International Fixed Income Portfolio. The yield of the Portfolio refers to the annualized income generated by an investment in the Portfolio over a specified 30-day period. The yield is calculated by assuming that the income generated by the investment during that period is generated for each like period over one year and is shown as a percentage of the investment. In particular, yield will be calculated according to the following formula: Yield = 2([[(a-b)/cd + 1]to the power of 6] - 1) where a = dividends and interest earning during the period; b = expenses accrued for the period (net of reimbursement); c = the current daily number of shares outstanding during the period that were entitled to receive dividends; and d = the maximum offering price per share on the last day of the period. Actual yields will depend on such variables as asset quality, average asset maturity, the type of instruments a Portfolio invests in, changes in interest rates on money market instruments, changes in the expenses of a Portfolio and other factors. Yields are one basis upon which investors may compare a Portfolio with other mutual funds; however, yields of other mutual funds and other investment vehicles may not be comparable because of the factors set forth above and differences in the methods used in valuing portfolio instruments. For the 30-day period ended February 28, 1997, the yield for the International Fixed Income Portfolio was 3.62%. The Portfolios may, from time to time, compare their performance to other mutual funds tracked by mutual fund rating services, to broad groups of comparable mutual funds or to unmanaged indices which may assume investment of dividends but generally do not reflect deductions for administrative and management costs. S-21 PURCHASE AND REDEMPTION OF SHARES The purchase and redemption price of shares is the net asset value of each share. A Portfolio's securities are valued by SEI Management pursuant to valuations provided by an independent pricing service (generally the last quoted sale price). Portfolio securities listed on a securities exchange for which market quotations are available are valued at the last quoted sale price on each Business Day (defined as days on which the New York Stock Exchange is open for business ("Business Day")) or, if there is no such reported sale, at the most recently quoted bid price. Unlisted securities for which market quotations are readily available are valued at the most recently quoted bid price. The pricing service may also use a matrix system to determine valuations. This system considers such factors as security prices, yields, maturities, call features, ratings and developments relating to specific securities in arriving at valuations. The procedures of the pricing service and its valuations are reviewed by the officers of the Trust under the general supervision of the Trustees. Shares of a Portfolio may be purchased in exchange for securities included in the Portfolio subject to SEI Management'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. SEI Management will not accept securities for a Portfolio unless: (1) such securities are appropriate in the Portfolio at the time of the exchange; (2) such securities are acquired for investment and not for resale; (3) the Shareholder represents and agrees that all securities offered to the Trust for the Portfolio are not subject to any restrictions upon their sale by the Portfolio under the Securities Act of 1933, or otherwise; (4) such securities are traded on the American Stock Exchange, the New York Stock Exchange or on NASDAQ in an unrelated transaction with a quoted sales price on the same day the exchange valuation is made or,if not listed on such exchanges or on NASDAQ, have prices available from an independent pricing service approved by the Trust's Board of Trustees; and (5) the securities may be acquired under the investment restrictions applicable to the Portfolio. The Trust reserves the right to suspend the right of redemption and/or to postpone the date of payment upon redemption for any period during which trading on the New York Stock Exchange is restricted, or during the existence of an emergency (as determined by the SEC by rule or regulation) as a result of which disposal or evaluation of the portfolio securities is not reasonably practicable, or for such other periods as the SEC may by order permit. The Trust also reserves the right to suspend sales of shares of the Portfolios for any period during which the New York Stock Exchange, the Manager, the Advisers, the Distributor and/or the Custodians are not open for business. Currently, the following holidays are observed by the Trust: New Year's Day, Martin Luther King Day, Presidents' Day, Good Friday, Memorial Day, Independence Day, Labor Day, Thanksgiving Day and Christmas Day. It is currently the Trust's policy to pay for all redemptions in cash. The Trust retains the right, however, to alter this policy to provide for redemptions in whole or in part by a distribution in kind of securities held by a Portfolio in lieu of cash. Shareholders may incur brokerage charges in connection with the sale of such securities. However, a shareholder will at all times be entitled to aggregate cash redemptions from a Portfolio of the Trust during any 90-day period of up to the lesser of $250,000 or 1% of the Trust's net assets in cash. A gain or loss for federal income tax purposes would be realized by a shareholder subject to taxation upon an in-kind redemption depending upon the shareholder's basis in the shares of the Portfolio redeemed. Portfolio securities may be traded on foreign markets on days other than Business Days or the net asset value of a Portfolio may be computed on days when such foreign markets are closed. In addition, foreign markets may close at times other than 4:00 p.m. Eastern time. As a consequence, the net asset value of a share of a Portfolio may not reflect all events that may affect the value of the Portfolio's foreign S-22 securities unless the Adviser determines that such events materially affect net asset value in which case net asset value will be determined by consideration of other factors. REDUCTIONS IN SALES CHARGES In calculating the sales charge rates applicable to current purchases of Class D shares, members of the following affinity groups and clients of the following broker-dealers, each of which has entered into an agreement with the Distributor, are entitled to the following percentage-based discounts from the otherwise applicable sales charge:
PERCENTAGE DATE OFFER DATE OFFER NAME OF GROUP DISCOUNT STARTS TERMINATES - --------------------------------------------------------- --------------- ---------- ---------- BHC Securities, Inc. .................................... 10% 12/29/94 N/A First Security Investor Services, Inc. .................. 10% 12/29/94 N/A
Those members or clients who take advantage of a percentage-based reduction in the sales charge during the offering period noted above may continue to purchase shares at the reduced sales charge rate after the offering period relating to each such purchaser's affinity group or broker-dealer relationship has terminated. Please contact the Distributor at 1-800-437-6016 for more information. SHAREHOLDER SERVICES (CLASS D SHARES) The following is a description of plans and privileges by which the sale charges imposed on the Class D shares of the International Equity Portfolio may be reduced. RIGHT OF ACCUMULATION: A shareholder qualifies for cumulative quantity discounts when his or her new investment, together with the current offering price value of all holdings of that shareholder in certain eligible portfolios, reaches a discount level. See "Purchase and Redemption of Shares" in the Prospectus for the sales charge on quantity purchases. LETTER OF INTENT: The reduced sales charges are also applicable to the aggregate amount of purchases made by a purchaser within a 13-month period pursuant to a written Letter of Intent provided to the Distributor that (i) does not legally bind the signer to purchase any set number of shares and (ii) provides for the holding in escrow by the Administrator of 5% of the amount purchased until such purchase is completed within the 13-month period. A Letter of Intent may be dated to include shares purchased up to 90 days prior to the date the Letter is signed. The 13-month period begins on the date of the earliest purchase. If the intended investment is not completed, the Administrator will surrender an appropriate number of the escrowed shares for redemption in order to recover the difference between the sales charge imposed under the Letter of Intent and the sales charge that would have otherwise been imposed. DISTRIBUTION INVESTMENT OPTION: Distributions of dividends and capital gains made by a Portfolio may be automatically invested in shares of another Portfolio if shares of that Portfolio are available for sale. Such investments will be subject to initial investment minimums, as well as additional purchase minimums. A shareholder considering the Distribution Investment Option should obtain and read the prospectus of the other Portfolios and consider the differences in objectives and policies before making any investment. REINSTATEMENT PRIVILEGE: A shareholder who has redeemed shares of the Portfolio has a one-time right to reinvest the redemption proceeds in shares of a Portfolio at their net asset value as of the time of reinvestment. Such a reinvestment must be made within 30 days of the redemption and is limited to the amount of the redemption proceeds. Although redemptions and repurchases of shares are taxable events, a reinvestment within such 30-day period in the same fund is considered a "wash sale" and results in the inability to recognize currently all or a portion of a loss realized on the original redemption for federal S-23 income tax purposes. The investor must notify the Transfer Agent at the time the trade is placed that the transaction is a reinvestment. EXCHANGE PRIVILEGE: Some or all of the Portfolio's Class D shares for which payment has been received (I.E., an established account), may be exchanged for Class D shares of other portfolios of SEI Liquid Asset Trust, SEI Tax Exempt Trust, and SEI Institutional Managed Trust ("SEI Funds"). Exchanges are made at net asset value plus any applicable sales charge. SEI Funds' portfolios that are not money market portfolios currently impose a sales charge on Class D shares. A shareholder who exchanges into one of these "non-money market" portfolios will have to pay a sales charge on any portion of the exchanged Class D shares for which he or she has not previously paid a sales charge. If a shareholder has paid a sales charge on Class D shares, no additional sales charge will be assessed when he or she exchanges those Class D shares for other Class D shares. If a shareholder buys Class D shares of a "non-money market" fund and receives a sales load waiver, he or she will be deemed to have paid the sales load for purposes of this exchange privilege. In calculating any sales charge payable on an exchange transaction, the SEI Funds will assume that the first shares a shareholder exchanges are those on which he or she has already paid a sales charge. Sales charge waivers may also be available under certain circumstances, as described in the Prospectuses. The Trust reserves the right to change the terms and conditions of the exchange privilege discussed herein, or to terminate the exchange privilege, upon sixty days' notice. Exchanges will be made only after proper instructions in writing or by telephone (an "Exchange Request") are received for an established account by the Distributor. A shareholder may exchange the shares of the Portfolio's Class D shares, for which good payment has been received, in his or her account at any time, regardless of how long he or she has held his or her shares. Each Exchange Request must be in proper form (I.E., if in writing, signed by the record owner(s) exactly as the shares are registered; if by telephone, proper account identification is given by the dealer or shareholder of record), and each exchange must involve either shares having an aggregate value of at least $1,000 or all the shares in the account. Each exchange involves the redemption of the shares of the Portfolio (the "Old Portfolio") to be exchanged and the purchase at net asset value (I.E., without a sales charge) of the shares of the other portfolios (the "New Portfolios"). Any gain or loss on the redemption of the shares exchanged is reportable on the shareholder's federal income tax return, unless such shares were held in a tax-deferred retirement plan or other tax-exempt account. If the Exchange Request is received by the Distributor in writing or by telephone on any business day prior to the redemption cut-off time specified in each Prospectus, the exchange usually will occur on that day if all the restrictions set forth above have been complied with at that time. However, payment of the redemption proceeds by the Old Portfolios, and thus the purchase of shares of the New Portfolios, may be delayed for up to seven days if the Portfolio determines that such delay would be in the best interest of all of its shareholders. Investment dealers which have satisfied criteria established by the Portfolios may also communicate a shareholder's Exchange Request to the Portfolio subject to the restrictions set forth above. No more than five exchange requests may be made in any one telephone Exchange Request. TAXES QUALIFICATION AS A RIC The following discussion of federal income tax consequences is based on the Code and the regulations issued thereunder as in effect on the date of this Statement. New legislation, as well as administrative or court decisions, may significantly change the conclusions expressed herein and may have a retroactive effect with respect to the transactions contemplated herein. In order to qualify for treatment as a regulated investment company ("RIC") under the Code, a Portfolio must distribute annually to its shareholders at least 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 S-24 several additional requirements. Among these requirements are the following: (i) at least 90% of a Portfolio's gross income each taxable year must be derived from dividends, interest, payments with respect to securities loans and gains from the sale or other disposition of 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 or those currencies ("Income Requirement"); (ii) a Portfolio must derive less than 30% of its gross income each taxable year from the sale or other disposition of any of the following that were held for less than three months: stocks or securities, options, futures, or forward contracts, or foreign currencies (or options, futures, or forward contracts thereon) that are not directly related to a Portfolio's principal business of investing in stocks or securities ("Short-Short Limitation"); (iii) at the close of each quarter of a Portfolio's taxable year, at least 50% of the value of its total assets must be represented by cash and cash items, United States Government securities, securities of other RICs and other securities, with such other securities limited, in respect of any one issuer, to an amount that does not exceed 5% of the value of a Portfolio's total assets and that does not represent more than 10% of the outstanding voting securities of the issuer; and (iv) at the close of each quarter of a Portfolio's taxable year, not more than 25% of the value of its total assets may be invested in securities (other than United States Government securities or the securities of other RICs) of any one issuer or of two or more issuers of which the Portfolio owns at least 20% of the voting power and which are engaged in the same, similar, or related trades or businesses. Notwithstanding the Distribution Requirement described above, which only requires a Portfolio to distribute at least 90% of its annual investment company taxable income and does not require any minimum distribution of net capital gain, a Portfolio will be subject to a nondeductible 4% federal excise tax to the extent it fails to distribute by the end of any calendar year at least 98% of its ordinary income for that year and 90% of its capital gain net income for the one-year period ending on October 31, of that year, plus certain other amounts. Each Portfolio intends to make sufficient distributions to avoid liability for the federal excise tax applicable to RICs. The use of hedging strategies, such as entering into forward foreign currency contracts, involves complex rules that will determine for income tax purposes the character and timing of recognition of the income received in connection therewith by the Portfolio. Income from foreign currencies, and income from transactions in forward contracts that are directly related to a Portfolio's business of investing in securities or foreign currencies, will qualify as permissible income under the Income Requirement. Income from the disposition of foreign currencies, and forward foreign currency contracts on foreign currencies, that are not directly related to a Portfolio's principal business of investing in securities will be subject to the Short-Short Limitation if they are held for less than three months and may by regulation be excluded from qualifying income. Any increase in value on a position that is part of a "designated hedge" will be offset by any decrease in value (whether realized or not) of the offsetting hedging position during the period of the hedge for purposes of determining whether a Portfolio satisfies the Short-Short Limitation. Thus, only the net gain (if any) from the designated hedge will be included in gross income for purposes of that Limitation. If a Portfolio fails to qualify as a RIC for any year, all of its income will be subject to tax at corporate rates, and its distributions (including capital gains distributions) will be taxable as ordinary income dividends to its shareholders, subject to the dividends received deduction for corporate shareholders. A gain or loss realized by a shareholder on the sale or exchange of shares of a Portfolio held as a capital asset will be long-term capital gain or loss if the holding period for the shares exceeds one year, and otherwise will be short-term gain or loss. Any loss realized on a sale or exchange of shares of a Portfolio will be disallowed to the extent the shares disposed of are replaced within the 61-day period beginning 30 days before and ending 30 days after the shares are disposed of. Any loss realized by a shareholder on the disposition of shares held six months or less is treated as a long-term capital loss to the extent of any S-25 distributions of net long-term capital gains received by the shareholder with respect to such shares or any inclusion or undistributed capital gain with respect to such shares. A Portfolio will be required in certain cases to withhold and remit to the United States Treasury 31% of amounts payable to any shareholder who (1) has provided the Portfolio either an incorrect tax identification number or no number at all, (2) who is subject to backup withholding by the Internal Revenue Service for failure to properly report payments of interest or dividends, or (3) who has failed to certify to the Portfolio that such shareholder is not subject to backup withholding. With respect to investments in STRIPS, TR's, TIGR's, LYONs, CATS and other Zero Coupon securities which are sold at original issue discount and thus do not make periodic cash interest payments, a Portfolio will be required to include as part of its current income the imputed interest on such obligations even though the Portfolio has not received any interest payments on such obligations during that period. Because each Portfolio distributes all of its net investment income to its shareholders, a Portfolio may have to sell Portfolio 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. STATE TAXES A Portfolio is not liable for any income or franchise tax in Massachusetts if it qualifies as a RIC for federal income tax purposes. Distributions by a Portfolio to shareholders and the ownership of shares may be subject to state and local taxes. Shareholders should consult their tax advisors regarding the state and local tax consequences of investments in a Portfolio. FOREIGN TAXES Dividends and interest received by a Portfolio may be subject to income, withholding or other taxes imposed by foreign countries and United States possessions that would reduce the yield on a Portfolio's securities. Tax conventions between certain countries and the United States may reduce or eliminate these taxes. Foreign countries generally do not impose taxes on capital gains with respect to investments by foreign investors. If more than 50% of the value of a Portfolio's total assets at the close of its taxable year consists of stock or securities of foreign corporations, a Portfolio will be eligible to, and will, file an election with the Internal Revenue Service that will enable shareholders, in effect, to receive the benefit of the foreign tax credit with respect to any foreign and United States possessions income taxes paid by a Portfolio. Pursuant to the election, a Portfolio will treat those taxes as dividends paid to its shareholders. Each shareholder will be required to include a proportionate share of those taxes in gross income as income received from a foreign source and must treat the amount so included as if the shareholder had paid the foreign tax directly. The shareholder may then either deduct the taxes deemed paid by him or her in computing his or her taxable income or, alternatively, use the foregoing information in calculating the foreign tax credit (subject to significant limitations) against the shareholder's federal income tax. If a Portfolio makes the election, it will report annually to its shareholders the respective amounts per share of the Portfolio's income from sources within, and taxes paid to, foreign countries and United States possessions. PORTFOLIO TRANSACTIONS The Trust has no obligation to deal with any dealer or group of dealers in the execution of transactions in portfolio securities. Subject to policies established by the Trustees, the Advisers are responsible for placing orders to execute Portfolio transactions. In placing orders, it is the Trust's policy to seek to obtain the best net results taking into account such factors as price (including the applicable dealer spread), size, type and difficulty of the transaction involved, the firm's general execution and operational facilities, and the firm's risk in positioning the securities involved. While the Advisers generally seek reasonably competitive spreads or commissions, the Trust will not necessarily be paying the lowest spread or S-26 commission available. The Trust will not purchase portfolio securities from any affiliated person acting as principal except in conformity with the regulations of the SEC. The Trust does not expect to use one particular dealer, but, subject to the Trust's policy of seeking the best net results, dealers who provide supplemental investment research to the Adviser or sub-advisers may receive orders for transactions by the Trust. Information so received will be in addition to and not in lieu of the services required to be performed by the Advisers or sub-advisers under the Advisory Agreement and Sub-Advisory Agreements, and the expenses of the Advisers and sub-advisers will not necessarily be reduced as a result of the receipt of such supplemental information. These research services include advice, either directly or through publications or writings, as to the value of securities, the advisability of investing in, purchasing or selling securities, and the availability of securities or purchasers or sellers of securities; furnishing of analyses and reports concerning issuers, securities or industries; providing information on economic factors and trends, assisting in determining portfolio performance evaluation and technical market analyses. Such services are used by the Advisers or sub-advisers in connection with their investment decision-making process with respect to one or more funds and accounts managed by them, and may not be used exclusively with respect to the fund or account generating the brokerage. The money market securities in which a Portfolio invests are traded primarily in the over-the-counter market. Bonds and debentures are usually traded over-the-counter, but may be traded on an exchange. Where possible, each Adviser will deal directly with the dealers who make a market in the securities involved except in those circumstances where better prices and execution are available elsewhere. Such dealers usually are acting as principal for their own account. On occasion, securities may be purchased directly from the issuer. Money market securities are generally traded on a net basis and do not normally involve either brokerage commissions or transfer taxes. The cost of executing portfolio securities transactions of a Portfolio will primarily consist of dealer spreads and underwriting commissions. It is expected that the Portfolios may execute brokerage or other agency transactions through the Distributor, a registered broker-dealer, for a commission, in conformity with the 1940 Act, the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder. Under these provisions, the Distributor is permitted to receive and retain compensation for effecting portfolio transactions for a Portfolio on an exchange if a written contract is in effect between the Distributor and the Trust expressly permitting the Distributor to receive and retain such compensation. These provisions further require that commissions paid to the Distributor by the Trust for exchange transactions not exceed "usual and customary" brokerage commissions. The rules define "usual and customary" commissions to include amounts which are "reasonable and fair compared to the commission, fee or other renumeration received or to be received by other brokers in connection with comparable transactions involving similar securities being purchased or sold on a securities exchange during a comparable period of time." The Trustees, including those who are not "interested persons" of the Trust, have adopted procedures for evaluating the reasonableness of commissions paid to the Distributor and will review these procedures periodically. In addition, SFM has adopted a policy respecting the receipt of research and related products and services in connection with transactions effected for Portfolios operating within the "Manager of Managers" structure. Under this policy, SFM and the various firms that serve as sub-advisers to certain Portfolios of the Trust, in the exercise of joint investment discretion over the assets of a Portfolio, will direct a substantial portion of a Portfolio's brokerage to the Distributor in consideration of the Distributor's provision of research and related products to SFM for use in performing its advisory responsibilities. All such transactions directed to the Distributor must be accomplished in a manner that is consistent with the Trust's policy to achieve best net results, and must comply with the Trust's procedures regarding the execution of transactions through affiliated brokers. S-27 For the fiscal year ended February 28, 1997, the Portfolios paid the following brokerage fees:
% TOTAL TOTAL $ TOTAL $ AMOUNT % OF TOTAL BROKERED TOTAL $ AMOUNT OF TOTAL $ AMOUNT OF BROKERAGE BROKERAGE TRANSACTIONS AMOUNT OF BROKERAGE OF BROKERAGE COMMISSIONS COMMISSIONS EFFECTED BROKERED COMMISSIONS COMMISSION PAID TO PAID TO THROUGH TRANSACTIONS PAID FOR PAID IN 1997 AFFILIATES IN AFFILIATES AFFILIATES FOR RESEARCH RESEARCH IN PORTFOLIO (000) 1997 (000) IN 1997 IN 1997 IN 1997 1997 - ----------------------------------- -------------- -------------- ------------ ------------ ------------ ----------- International Equity Portfolio..... $ 2,320 $ 383 16.51% 34.17% $487,052,633 $479,553 Emerging Markets Equity Portfolio........................ $ 1,812 $ 86 4.75% 5.49% $32,270,510 $124,333 International Fixed Income Portfolio........................ $ 0 $ 0 0% 0% $ 0 $ 0 Emerging Markets Debt Portfolio........................ * * * * * *
- ------------------------ * Not in operation during such period. For the fiscal years ended February 28, 1995 and February 29, 1996, the Portfolios paid the following brokerage fees:
TOTAL $ AMOUNT TOTAL $ AMOUNT TOTAL $ AMOUNT TOTAL $ AMOUNT OF BROKERAGE OF BROKERAGE OF BROKERAGE OF BROKERAGE COMMISSIONS COMMISSIONS COMMISSIONS COMMISSIONS PAID TO PAID TO PAID IN 1995 PAID IN 1996 AFFILIATES IN AFFILIATES IN PORTFOLIO (000) (000) 1995 (000) 1996 (000) - ----------------------------------- -------------- -------------- -------------- -------------- International Equity Portfolio..... $ 1,482 $ 1,604 $ 171 $ 577 Emerging Markets Equity Portfolio........................ $ 26 $ 487 $ 0 $ 0 International Fixed Income Portfolio........................ $ 0 $ 0 * $ 0 Emerging Markets Debt Portfolio.... * * * *
- ------------------------ * Not in operation during such period. The principal reason for the increase in brokerage commissions paid by the International Equity Portfolio in the last three fiscal years was the growth of the assets in the International Equity Portfolio. For the fiscal years ended February 28, 1995, February 29, 1996, and February 28, 1997, Class D Shareholders paid the following sales charges:
DOLLAR AMOUNT OF CHARGES DOLLAR AMOUNT OF CHARGES RETAINED BY SIDCO ------------------------------- ----------------------------- PORTFOLIO 1995 1996 1997 1995 1996 1997 - --------------------------------------------- ----- ----- ------- --------- --------- ------- International Equity Portfolio--Class D...... $ 0 $ 0 $ 3,103 $ 0 $ 0 $ 342
Since the Trust does not market its shares through intermediary brokers or dealers, it is not the Trust's practice to allocate brokerage or principal business on the basis of sales of its shares which may be made through such firms. However, the Advisers may place Portfolio orders with qualified broker-dealers who recommend the Trust to clients, and may, when a number of brokers and dealers can provide best price and execution on a particular transaction, consider such recommendations by a broker or dealer in selecting among broker-dealers. S-28 The portfolio turnover rate for each Portfolio for the fiscal years ended February 29, 1996 and February 28, 1997 was as follows:
TURNOVER RATE ------------------------ PORTFOLIO 1996 1997 - ------------------------------------------------------------------------------------------------ ----------- ----------- International Equity Portfolio.................................................................. 102% 117% Emerging Markets Equity Portfolio............................................................... 104% 100% International Fixed Income Portfolio............................................................ 269% 352% Emerging Markets Debt Portfolio................................................................. * *
- ------------------------ * Not in operation during such period. DESCRIPTION OF SHARES The Declaration of Trust authorizes the issuance of an unlimited number of shares of each Portfolio, each of which represents an equal proportionate interest in that Portfolio. Each share upon liquidation entitles a shareholder to a pro rata share in the net assets of that Portfolio. Shareholders have no preemptive rights. The Declaration of Trust provides that the Trustees of the Trust may create additional portfolios of shares or classes of portfolios. Share certificates representing the shares will not be issued. LIMITATION OF TRUSTEES' LIABILITY The Declaration of Trust provides that a Trustee shall be liable only for his own willful defaults and, if reasonable care has been exercised in the selection of officers, agents, employees or administrators, shall not be liable for any neglect or wrongdoing of any such person. The Declaration of Trust also provides that the Trust will indemnify its Trustees and officers against liabilities and expenses incurred in connection with actual or threatened litigation in which they may be involved because of their offices with the Trust unless it is determined in the manner provided in the Declaration of Trust that they have not acted in good faith in the reasonable belief that their actions were in the best interests of the Trust. However, nothing in the Declaration of Trust shall protect or indemnify a Trustee against any liability for his wilful misfeasance, bad faith, gross negligence or reckless disregard of his duties. VOTING Where the Prospectuses for the Portfolios or Statement of Additional Information state that an investment limitation or a fundamental policy may not be changed without shareholder approval, such approval means the vote of (i) 67% or more of a Portfolio's shares present at a meeting if the holders of more than 50% of the outstanding shares of the Portfolio are present or represented by Proxy, or (ii) more than 50% of a Portfolio's outstanding shares, whichever is less. SHAREHOLDER LIABILITY The Trust is an entity of the type commonly known as a "Massachusetts business trust." Under Massachusetts law, shareholders of such a Trust could, under certain circumstances, be held personally liable as partners for the obligations of the Trust. Even if, however, the Trust were held to be a partnership, the possibility of the shareholders' incurring financial loss for that reason appears remote because the Trust's Declaration of Trust contains an express disclaimer of shareholder liability for obligations of the Trust and requires that notice of such disclaimer be given in each agreement, obligation or instrument entered into or executed by or on behalf of the Trust or the Trustees, and because the Declaration of Trust provides for indemnification out of the Trust property for any shareholders held personally liable for the obligations of the Trust. S-29 CONTROL PERSONS AND PRINCIPAL HOLDERS OF SECURITIES As of June 1, 1997, the following persons were the only persons who were record owners (or to the knowledge of the Trust, beneficial owners) of 5% or more of the shares of the Portfolios. The Trust believes that most of the shares referred to below were held by the below persons in accounts for their fiduciary, agency or custodial customers. INTERNATIONAL EQUITY PORTFOLIO:
NAME AND ADDRESS NUMBER OF SHARES PERCENT OF FUNDS - ----------------------------------------------------------------------------- ----------------- ----------------- SEI Trust Company ........................................................... 40,067,128.9950 66.68% Attn: Jacqueline Esposito Oaks, PA 19456
INTERNATIONAL FIXED INCOME:
NAME AND ADDRESS NUMBER OF SHARES PERCENT OF FUNDS - ----------------------------------------------------------------------------- ----------------- ----------------- Mutual Fund Special Cust. Acct. ............................................. 1,180,555.2120 5.06% For EXCL Benefit of Customers of Montgomery Securities 600 Montgomery St., 4th Fl. San Francisco, CA 94111-2703 SEI Trust Company ........................................................... 16,103,989.4140 69.04% Attn: Jacqueline Esposito Oaks, PA 19456
EMERGING MARKETS EQUITY:
NAME AND ADDRESS NUMBER OF SHARES PERCENT OF FUNDS - ----------------------------------------------------------------------------- ----------------- ----------------- SEI Trust Company ........................................................... 15,837,015.1470 75.33% Attn: Jacqueline Esposito Oaks, PA 19456 Patterson & Co. ............................................................. 1,087,122.9930 5.17% c/o Corestates Bank NA P.O. Box 7829 Philadelphia, PA 19101-7829
EXPERTS The financial statements incorporated by reference into this Statement of Additional Information have been incorporated by reference in reliance on the report of Price Waterhouse LLP, independent accountants, given on the authority of said firm as experts in auditing and accounting. FINANCIAL STATEMENTS The Trust's financial statements for the fiscal year ended February 28, 1997, including notes thereto and the report of Price Waterhouse LLP thereon, are herein incorporated by reference from the Trust's 1997 Annual Report. A copy of the 1997 Annual Report must accompany the delivery of this Statement of Additional Information. S-30 PART C: OTHER INFORMATION Item 24. FINANCIAL STATEMENTS AND EXHIBITS: (a) Financial Statements: Part A--Financial Highlights Part B--The following audited Financial Statements for the fiscal year ended February 28, 1997 and Report of Independent Accountants dated April 9, 1997 are incorporated by reference to the Statement of Additional Information from Form N-30D filed on April 23, 1997 with Accession Number 0000935069-97-000049. Statement of Net Assets Statement of Assets and Liabilities Statement of Operations Statement of Changes in Net Assets Financial Highlights Notes to Financial Statements (b) Additional Exhibits: (1) 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 filed herewith. (2) 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 Post-Effective Amendment No. 22, filed with the SEC on April 8, 1997. (2)(a) Amended By-Laws are incorporated herein by reference to 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. (3) Not Applicable (4) Not Applicable (5)(a) 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 Post-Effective Amendment No. 22, filed with the SEC on April 8, 1997. (5)(b) Investment Advisory Agreement between Registrant and Strategic Fixed Income L.P. 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 filed herewith. (5)(c) 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 Post-Effective Amendment No. 22, filed with the SEC on April 8, 1997. (5)(d) 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 Post-Effective Amendment No. 22, filed with the SEC on April 8, 1997.
(5)(e) Investment Advisory Agreement between Registrant and SEI Financial Management Corporation dated December 16, 1994 incorporated herein by reference as Exhibit (5)(g) 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. (5)(f) Investment Advisory Agreement between Registrant and Strategic Fixed Income L.P. 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 Post-Effective Amendment No. 22, filed with the SEC on April 8, 1997. (5)(g) 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 Post-Effective Amendment No. 22, filed with the SEC on April 8, 1997. (5)(h) 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 Post-Effective Amendment No. 22, filed with the SEC on April 8, 1997. (5)(i) Investment Sub-Advisory Agreement between Registrant and Montgomery Asset Management L.P. dated December 21, 1994 incorporated herein by reference as Exhibit (5)(k) 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. (5)(j) Investment Sub-Advisory Agreement between Registrant and Acadian Asset Management, Inc. dated December 16, 1994 incorporated herein by reference as Exhibit (5)(l) 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. (5)(k) Investment Sub-Advisory Agreement between Registrant and WorldInvest Limited dated December 16, 1994 incorporated herein by reference as Exhibit (5)(m) 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. (5)(l) Investment Sub-Advisory Agreement between SEI Financial Management Corporation and Schroder Capital Management International Limited incorporated herein by reference as Exhibit (5)(n) to Registrant's Registration Statement on Form N-1A (File No. 33-22821), filed with the SEC on April 25, 1996. (5)(m) Investment Sub-Advisory Agreement between SEI Financial Management Corporation and Morgan Grenfell Investment Services Limited incorporated herein by reference as Exhibit (5)(o) to Registrant's Registration Statement on Form N-1A (File No. 33-22821), filed with the SEC on April 25, 1996. (5)(n) Investment Sub-Advisory Agreement between SEI Financial Management Corporation and Coronation Asset Management (Proprietary) Limited dated September 30, 1996 is incorporated herein by reference to 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 (5)(o) Investment Sub-Advisory Agreement between SEI Financial Management Corporation and Parametric Portfolio Associates dated September 11, 1996 is incorporated herein by reference to 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. (5)(p) Investment Sub-Advisory Agreement between SEI Financial Management Corporation and Farrell Wako Global Investment Management, Inc. dated June 14, 1996 is incorporated herein by reference to 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. (5)(q) Investment Sub-Advisory Agreement between SEI Financial Management Corporation and Lazard London International Investment Management Limited dated December 30, 1996 is incorporated herein by reference to 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. (5)(r) Investment Sub-Advisory Agreement between SEI Financial Management Corporation and Seligman Henderson Co. dated June 14, 1996 is incorporated herein by reference to 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. (5)(s) Investment Sub-Advisory Agreement between SEI Financial Management Corporation and Yamaichi Capital Management/Yamaichi Capital Management (Singapore) Limited dated June 14, 1996 is incorporated herein by reference to 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. (5)(t) Investment Advisory Agreement between Registrant and Acadian Asset Management, Inc. dated November 7, 1994 is incorporated herein by reference to 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. (5)(u) Investment Advisory Agreement between Registrant and World Invest Limited dated November 7, 1994 is incorporated herein by reference to 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. (6) Distribution Agreement between Registrant and SEI Financial Services Company 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 filed herewith. (7) Not Applicable (8)(a) 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 filed herewith. (8)(b) 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 filed herewith. (9)(a) Management Agreement between Registrant and SEI Financial Management Company 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 filed herewith.
3 (9)(b) Schedule C to Management Agreement between Registrant and SEI Financial Management Company 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 Post-Effective Amendment No. 22 filed with the SEC on April 8, 1997. (9)(c) Consent to Assignment and Assumption Agreement between SFM and SEI Fund Management dated May 31, 1996 is incorporated herein by reference to 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. (10) Opinion and Consent of Counsel 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 Post-Effective Amendment No. 22 filed with the SEC on April 8, 1997. (11) Consent of Independent Accountants is filed herewith. (12) Not Applicable (13) Not Applicable (14) Not Applicable (15)(a) 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 Post-Effective Amendment No. 22 filed with the SEC on April 8, 1997. (15)(b) 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 filed herewith. (15)(c) 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 filed herewith. (15)(d) Amended and Restated Distribution Plan is incorporated herein by reference to 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. (15)(e) Shareholder Service Plan and Agreement with respect to the Class A shares is incorporated herein by reference to 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. (16) Performance Quotation Computation as originally filed with Post-Effective Amendment No. 7 to Registrant's Registration Statement on Form N-1A (File No. 33-22821), filed with the SEC on June 30, 1992, is incorporated herein by reference to Post-Effective Amendment No. 22 filed with the SEC on April 8, 1997. (17) Financial Data Schedules for the Class A International Equity, Class D International Equity, Class A International Fixed Income and the Class A Emerging Markets Equity Portfolios are filed herewith. (18)(a) 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 Post-Effective Amendment No. 22 filed with the SEC on April 8, 1997.
4 (18)(b) Amendment No. 1 to Rule 18f-3 Plan relating to Class A and Class D shares is incorporated herein by reference to 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. (24) Powers of Attorney for Robert A. Nesher, William M. Doran, Mark E. Nagle, F. Wendell Gooch, George J. Sullivan, Jr., James M. Storey, David G. Lee and Frank E. Morris are incorporated herein by reference to 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.
Item 25. PERSONS CONTROLLED BY OR UNDER COMMON CONTROL WITH REGISTRANT See the Prospectus and Statement of Additional Information regarding the Trust's control relationships. The Manager is a subsidiary of SEI 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 26. NUMBER OF HOLDERS OF SECURITIES: As of June 1, 1997:
NUMBER OF RECORD TITLE OF CLASS HOLDERS - ---------------------------------------------------------------------------------- ------------- Units of beneficial interest, without par value-- International Equity Portfolio Class A......................................................................... 276 International Equity Portfolio Class D......................................................................... 38 International Fixed Income Portfolio Class A......................................................................... 161 Emerging Markets Equity Portfolio Class A......................................................................... 126 Emerging Markets Debt Portfolio Class A......................................................................... 0
Item 27. INDEMNIFICATION: Article VIII of the Agreement and Declaration of Trust filed as Exhibit 1 to the Registration Statement is incorporated by reference. Insofar as indemnification for liabilities arising under the Securities Act of 1933, as amended (the "Act"), may be permitted to trustees, directors, officers and controlling persons of the Registrant by the Registrant pursuant to the Registrant's Agreement and Declaration of Trust or otherwise, the Registrant is aware that in the opinion of the Securities and Exchange Commission, such indemnification is against public policy as expressed in the Act and, therefore, is unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by trustees, directors, officers or controlling persons of the Registrant in connection with the successful defense of any act, suit or proceeding) is asserted by such trustees, directors, officers or controlling persons in connection with the shares being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue. 5 Item 28. BUSINESS AND OTHER CONNECTIONS OF INVESTMENT ADVISER: ACADIAN ASSET MANAGEMENT, INC. Acadian Asset Management, Inc. ("Acadian") is a sub-adviser for the Registrant's International Equity Portfolio. The principal address of Acadian is Two International Place, 26th Floor, Boston, Massachusetts 02110. Acadian is an investment adviser registered under the Advisers Act. The list required by this Item 28 of officers and directors of Acadian, together with information as to any other business, profession, vocation or employment of a substantial nature engaged in by such officers and directors during the past two years, is incorporated by reference to Schedules A and D of Form ADV filed by Acadian pursuant to the Advisers Act (SEC File No. 801-28078). CORONATION ASSET MANAGEMENT (PROPRIETARY) LIMITED Coronation Asset Management (Proprietary) Limited ("Coronation") is a sub-adviser for the Registrant's Emerging Markets Equity Portfolio. The principal business address of Coronation is 80 Strand Street, Cape Town, South Africa 8001. Coronation is a sub-adviser registered under the Advisers Act. The list required by this Item 28 of officers and directors of Coronation, together with information as to any other business, profession, vocation or employment of a substantial nature engaged in by such officers and directors during the past two years, is incorporated by reference to Schedules A and D of Form ADV filed by Coronation pursuant to the Advisers Act (SEC File No. 801-52830). FARRELL WAKO GLOBAL INVESTMENT MANAGEMENT COMPANY, INC. Farrell Wako Global Investment Management Company, Inc. ("Farrell Wako") is a sub-adviser for the Registrant's International Equity Portfolio. The principal business address of Farrell Wako is 780 Third Avenue, New York, New York 10017. Farrell Wako is a sub-adviser registered under the Advisers Act. The list required by this Item 28 of officers and directors of Farrell Wako, together with information as to any other business, profession, vocation or employment of a substantial nature engaged in by such officers and directors during the past two years, is incorporated by reference to Schedules A and D of Form ADV filed by Farrell Wako pursuant to the Advisers Act (SEC File No. 801-41830). LAZARD LONDON INTERNATIONAL INVESTMENT MANAGEMENT LIMITED Lazard London International Investment Management Limited ("Lazard") is a sub-adviser for the Registrant's International Equity Portfolio. The principal business address of Lazard is 21 Moorfields London, England, EC2P 2HT. Lazard is a sub-adviser registered under the Advisers Act. The list required by this Item 28 of officers and directors of Lazard, together with information as to any other business, profession, vocation or employment of a substantial nature engaged in by such officers and directors during the past two years, is incorporated by reference to Schedules A and D of Form ADV filed by Lazard pursuant to the Advisers Act (SEC File No. 801-15430). PARAMETRIC PORTFOLIO ASSOCIATES Parametric Portfolio Associates ("Parametric") is a sub-adviser for the Registrant's Emerging Markets Equity Portfolio. The principal business address of Parametric is 701 Fifth Avenue, Suite 7310, Seattle, WA 98104. Parametric is a sub-adviser registered under the Advisers Act. The list required by this Item 28 of officers and directors of Parametric, together with information as to any other business, profession, vocation or employment of a substantial nature engaged in by such officers and directors during the past two years, is incorporated by reference to Schedules A and D of Form ADV filed by Parametric pursuant to the Advisers Act (SEC File No. 801-48184). 6 MONTGOMERY ASSET MANAGEMENT, L.P. Montgomery Asset Management, L.P. ("MAM") is a sub-adviser for the Registrant's Emerging Markets Equity Portfolio. The principal address of MAM is 101 California Street, San Francisco, California 94111. MAM is an investment adviser registered under the Advisers Act. The list required by this Item 28 of officers and directors of MAM, together with information as to any other business, profession, vocation or employment of a substantial nature engaged in by such officers and directors during the past two years, is incorporated by reference to Schedules A and D of Form ADV filed by MAM pursuant to the Advisers Act (SEC File No. 801-36790). SALOMON BROTHERS ASSET MANAGEMENT INC. Salomon Brothers Asset Management Inc. ("SBAM") is the sub-adviser for the Registrant's Emerging Markets Debt Portfolio. The principal address of SBAM is 7 World Trade Center, New York, New York 10048. SBAM is an investment adviser registered under the Advisers Act. The list required by this Item 28 of officers and directors of SBAM, together with information as to any other business, profession, vocation or employment of a substantial nature engaged in by such officers and directors during the past two years, is incorporated by reference to Schedules A and D of Form ADV filed by SBAM pursuant to the Advisers Act (SEC File No. 801-32046). SEI FINANCIAL MANAGEMENT CORPORATION SEI Financial Management Corporation ("SFM") is the adviser for the Registrant's International Equity, Emerging Markets Equity and Emerging Markets Debt Portfolios. The principal address of SFM is Oaks, Pennsylvania 19456. SFM is an investment adviser registered under the Advisers Act. The list required by this Item 28 of officers and directors of SFM, together with information as to any other business, profession, vocation or employment of a substantial nature engaged in by such officers and directors during the past two years, is incorporated by reference to Schedules A and D of Form ADV filed by SFM pursuant to the Advisers Act (SEC File No. 801-24593). SELIGMAN HENDERSON CO. Seligman Henderson Co. is a sub-adviser for the Registrant's International Equity Portfolio. The principal business address of Seligman Henderson Co. is 100 Park Avenue, New York, New York 10017. Seligman Henderson Co. is a sub-adviser registered under the Advisers Act. The list required by this Item 28 of officers and directors of Seligman Henderson Co., together with information as to any other business, profession, vocation or employment of a substantial nature engaged in by such officers and directors during the past two years, is incorporated by reference to Schedules A and D of Form ADV filed by Seligman Henderson Co. pursuant to the Advisers Act (SEC File No. 801-40670). STRATEGIC FIXED INCOME L.P. Strategic Fixed Income L.P. ("Strategic") is the adviser for the Registrant's International Fixed Income Portfolio. The principal business address of Strategic is 1001 Nineteenth Street North, 16th Floor, Arlington, Virginia 22209. Strategic is an investment adviser registered under the Advisers Act. The list required by this Item 28 of officers and directors of Strategic, together with information as to any other business, profession, vocation or employment of substantial nature engaged in by such officers and directors during the past two years, is incorporated by reference to Schedules A and D of Form ADV filed by Strategic pursuant to the Advisers Act (SEC File No. 801-38734). 7 YAMAICHI CAPITAL MANAGEMENT, INC. AND YAMAICHI CAPITAL MANAGEMENT (SINGAPORE) LIMITED Yamaichi Capital Management, Inc. ("Yamaichi") is a sub-adviser for the Registrant's International Equity and Emerging Markets Equity Portfolios. The principal business address of Yamaichi is 2 World Trade Center, Suite 9828, New York, New York 10048. Yamaichi is an investment adviser registered under the Advisers Act. The list required by this Item 28 of officers and directors of Yamaichi, together with information as to any other business, profession, vocation or employment of a substantial nature engaged in by such officers and directors during the past two years, is incorporated by reference to Schedules A and D of Form ADV filed by Yamaichi pursuant to the Advisers Act (SEC File No. 801-15955). YAMAICHI CAPITAL MANAGEMENT (SINGAPORE) LIMITED Yamaichi Capital Management (Singapore) Limited ("YCMS") is a sub-adviser for the Registrant's International Equity and Emerging Markets Equity Portfolios. The principal address of YCMS is 138 Robinson Road #13-01/05, Hong Leong Center, Singapore, 068906. YCMS is an investment adviser registered under the Advisers Act. The list required by this Item 28 of officers and directors of YCMS, together with information as to any other business, profession, vocation or employment of substantial nature engaged in by such officers and directors during the past two years, is incorporated by reference to Schedules A and D of Form ADV filed by YCMS pursuant to the Advisers Act (SEC File No. 801-44118). Item 29. 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. 8 Registrant's distributor, SEI Investments Distribution Co. ("SIDCO"), acts as distributor for: SEI Daily Income Trust July 15, 1982 SEI Liquid Asset Trust November 29, 1982 SEI Tax Exempt Trust December 3, 1982 SEI Index Funds July 10, 1985 SEI Institutional Managed Trust January 22, 1987 The Advisors' Inner Circle Fund November 14, 1991 The Pillar Funds February 28, 1992 CUFUND May 1, 1992 STI Classic Funds May 29, 1992 CoreFunds, Inc. October 30, 1992 First American Funds, Inc. November 1, 1992 First American Investment Funds, Inc November 1, 1992 The Arbor Fund January 28, 1993 Boston 1784 Funds-Registered Trademark- June 1, 1993 The PBHG Funds, Inc. July 16, 1993 Marquis Funds-Registered Trademark- August 17, 1993 Morgan Grenfell Investment Trust January 3, 1994 The Achievement Funds Trust December 27, 1994 Bishop Street Funds January 27, 1995 CrestFunds, Inc. March 1, 1995 STI Classic Variable Trust August 18, 1995 ARK Funds November 1, 1995 Monitor Funds January 11, 1996 FMB Funds, Inc. March 1, 1996 SEI Asset Allocation Trust April 1, 1996 TIP Funds April 28, 1996 SEI Institutional Investments Trust June 14, 1996 First American Strategy Funds, Inc October 1, 1996 HighMark Funds February 15, 1997 Armada Funds March 8, 1997 The Expedition Funds June 9, 1997
SIDCO 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 & Chief Executive Officer -- Henry H. Greer Director, President & Chief Operating Officer -- Carmen V. Romeo Director, Executive Vice President & President- -- Investment Advisory Group Gilbert L. Beebower Executive Vice President --
9
POSITION AND OFFICE POSITIONS AND OFFICES NAME WITH UNDERWRITER WITH REGISTRANT - ------------------------------- ------------------------------------------------------ ------------------------ Richard B. Lieb Executive Vice President, President-Investment -- Services Division Leo J. Dolan, Jr. Senior Vice President -- Carl A. Guarino Senior Vice President -- Larry Hutchison Senior Vice President -- David G. Lee Senior Vice President President & Chief Executive Officer Jack May Senior Vice President -- A. Keith McDowell Senior Vice President -- Dennis J. McGonigle Executive Vice President -- Hartland J. McKeown Senior Vice President -- Barbara J. Moore Senior Vice President -- Kevin P. Robins Senior Vice President, General Counsel & Secretary Vice President & Assistant Secretary Robert Wagner Senior Vice President -- Patrick K. Walsh Senior Vice President -- Robert Aller Vice President -- Marc H. Cahn Vice President & Assistant Secretary Vice President & Assistant Secretary Gordon W. Carpenter Vice President -- Todd Cipperman Vice President & Assistant Secretary Vice President & Assistant Secretary Robert Crudup Vice President & Managing Director -- Barbara Doyne Vice President -- Jeff Drennen Vice President -- Vic Galef Vice President & Managing Director -- Kathy Heilig Vice President & Treasurer -- Michael Kantor Vice President -- Samuel King Vice President -- Kim Kirk Vice President & Managing Director -- Donald H. Korytowski Vice President -- John Krzeminski Vice President & Managing Director -- Carolyn McLaurin Vice President & Managing Director -- W. Kelso Morrill Vice President -- Joanne Nelson Vice President -- Barbara A. Nugent Vice President & Assistant Secretary Assistant Secretary Sandra K. Orlow Vice President & Assistant Secretary Assistant Secretary Donald Pepin Vice President & Managing Director --
10
POSITION AND OFFICE POSITIONS AND OFFICES NAME WITH UNDERWRITER WITH REGISTRANT - ------------------------------- ------------------------------------------------------ ------------------------ Kim Rainey Vice President -- Mark Samuels Vice President & Managing Director -- Steve Smith Vice President -- Daniel Spaventa Vice President -- Kathryn L. Stanton Deputy General Counsel, Vice President & Assistant Vice President & Secretary Assistant Secretary Wayne M. Withrow Vice President & Managing Director -- James Dougherty Director of Brokerage Services --
Item 30. LOCATION OF ACCOUNTS AND RECORDS: Books or other documents required to be maintained by Section 31(a) of the Investment Company Act of 1940, as amended (the "1940 Act"), and the rules promulgated thereunder, are maintained as follows: (a) With respect to Rules 31a-1(a); 31a-1(b)(1); (2)(a) and (b); (3); (6); (8); (12); and 31a-1(d), the required books and records are maintained at the offices of the Portfolios' Custodians: State Street Bank and Trust Company 225 Franklin Street Boston, MA 02110 (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 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 Financial Management Corporation Oaks, PA 19456 Acadian Asset Management, Inc. Two International Place, 26th Floor Boston, MA 02110 Coronation Asset Management (Proprietary) Limited 80 Strand Street Cape Town, South Africa, 8001 Farrell Wako Investment Management 780 Third Avenue New York, New York 10017 Lazard London International Investment Management Limited 21 Moorfields London, England EC2P 2HT 11 Montgomery Asset Management, L.P. 101 California Street San Francisco, CA 94111 Parametric Portfolio Associates 701 Fifth Avenue, Suite 7310 Seattle, WA 98104 Salomon Brothers Asset Management, Inc. 7 World Trade Center New York, New York 10048 Seligman Henderson Co. 100 Park Avenue New York, New York 10017 Strategic Fixed Income L.P. 1001 Nineteenth Street North, 17th Floor Arlington, VA 22209 Yamaichi Capital Management, Inc. 2 World trade Center Suite 9828 New York, New York 10048 Yamaichi Capital Management (Singapore) Limited 138 Robinson Road, #13-01/05 Hong Leong Centre Singapore, 068906 Item 31. MANAGEMENT SERVICES: None. Item 32. UNDERTAKINGS: Registrant hereby undertakes that whenever shareholders meeting the requirements of Section 16(c) of the 1940 Act inform the Board of Trustees of their desire to communicate with shareholders of the Trust, the Trustees will inform such shareholders as to the approximate number of shareholders of record and the approximate costs of mailing or afford said shareholders access to a list of shareholders. Registrant hereby undertakes to call a meeting of shareholders for the purpose of voting upon the question of removal of a Trustee(s) when requested in writing to do so by the holders of at least 10% of Registrant's outstanding shares and in connection with such meetings to comply with the provisions of Section 16(c) of the 1940 Act relating to shareholder communications. Registrant hereby undertakes to furnish, upon request and without charge, to each person to whom a prospectus is delivered, a copy of the Registrant's latest annual report to Shareholders, when such annual report is issued containing information called for by Item 5A of Form N-1A. Registrant hereby undertakes to file a post-effective amendment, using financial statements with respect to the Emerging Markets Debt Portfolio which need not be certified, within four to six months from the effective date of this Post-Effective Amendment No. 22. NOTICE A copy of the Agreement and Declaration of Trust of SEI International Trust is on file with the Secretary of State of the Commonwealth of Massachusetts and notice is hereby given that this Registration Statement has been executed on behalf of the Trust by an officer of the Trust as an officer and by its Trustees as trustees and not individually and the obligations of or arising out of this Registration Statement are not binding upon any of the Trustees, officers, or shareholders individually but are binding only upon the assets and property of the Trust. 12 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. 23 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 22nd day of June, 1997. SEI INTERNATIONAL TRUST By /s/ DAVID G. LEE ----------------------------------------- David G. Lee, PRESIDENT Pursuant to the requirements of the Securities Act of 1933, this Amendment to the Registration Statement has been signed below by the following persons in the capacity on the dates indicated. * - ------------------------------ Trustee June 22, 1997 William M. Doran * - ------------------------------ Trustee June 22, 1997 F. Wendell Gooch * - ------------------------------ Trustee June 22, 1997 Frank E. Morris * - ------------------------------ Trustee June 22, 1997 Robert A. Nesher * - ------------------------------ Trustee June 22, 1997 James M. Storey * - ------------------------------ Trustee June 22, 1997 George J. Sullivan, Jr. /s/ DAVID G. LEE - ------------------------------ President & Chief June 22, 1997 David G. Lee Executive Officer /s/ MARK NAGLE - ------------------------------ Controller & Chief June 22, 1997 Mark Nagle Financial Officer *By /s/ DAVID G. LEE ------------------------- David G. Lee ATTORNEY-IN-FACT 13 EXHIBIT INDEX
EXHIBITS: - -------------------- EX-99.B(1) 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 filed herewith. EX-99.B(2) 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 Post-Effective Amendment No. 22, filed with the SEC on April 8, 1997. EX-99.B(2)(a) Amended By-Laws are incorporated herein by reference to 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(3) Not Applicable EX-99.B(4) Not Applicable EX-99.B(5)(a) 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 Post-Effective Amendment No. 22, filed with the SEC on April 8, 1997. EX-99.B(5)(b) Investment Advisory Agreement between Registrant and Strategic Fixed Income L.P. 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 filed herewith. EX-99.B(5)(c) 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 Post-Effective Amendment No. 22, filed with the SEC on April 8, 1997. EX-99.B(5)(d) 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 Post-Effective Amendment No. 22, filed with the SEC on April 8, 1997. EX-99.B(5)(e) Investment Advisory Agreement between Registrant and SEI Financial Management Corporation dated December 16, 1994 incorporated herein by reference as Exhibit (5)(g) 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. EX-99.B(5)(f) Investment Advisory Agreement between Registrant and Strategic Fixed Income L.P. 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 Post-Effective Amendment No. 22, filed with the SEC on April 8, 1997.
EXHIBITS: - -------------------- EX-99.B(5)(g) 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 Post-Effective Amendment No. 22, filed with the SEC on April 8, 1997. EX-99.B(5)(h) 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 Post-Effective Amendment No. 22, filed with the SEC on April 8, 1997. EX-99.B(5)(i) Investment Sub-Advisory Agreement between Registrant and Montgomery Asset Management L.P. dated December 21, 1994 incorporated herein by reference as Exhibit (5)(k) 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. EX-99.B(5)(j) Investment Sub-Advisory Agreement between Registrant and Acadian Asset Management, Inc. dated December 16, 1994 incorporated herein by reference as Exhibit (5)(l) 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. EX-99.B(5)(k) Investment Sub-Advisory Agreement between Registrant and WorldInvest Limited dated December 16, 1994 incorporated herein by reference as Exhibit (5)(m) 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. EX-99.B(5)(l) Investment Sub-Advisory Agreement between SEI Financial Management Corporation and Schroder Capital Management International Limited incorporated herein by reference as Exhibit (5)(n) to Registrant's Registration Statement on Form N-1A (File No. 33-22821), filed with the SEC on April 25, 1996. EX-99.B(5)(m) Investment Sub-Advisory Agreement between SEI Financial Management Corporation and Morgan Grenfell Investment Services Limited incorporated herein by reference as Exhibit (5)(o) to Registrant's Registration Statement on Form N-1A (File No. 33-22821), filed with the SEC on April 25, 1996. EX-99.B(5)(n) Investment Sub-Advisory Agreement between SEI Financial Management Corporation and Coronation Asset Management (Proprietary) Limited dated September 30, 1996 is incorporated herein by reference to 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(5)(o) Investment Sub-Advisory Agreement between SEI Financial Management Corporation and Parametric Portfolio Associates dated September 11, 1996 is incorporated herein by reference to 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(5)(p) Investment Sub-Advisory Agreement between SEI Financial Management Corporation and Farrell Wako Global Investment Management, Inc. dated June 14, 1996 is incorporated herein by reference to 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(5)(q) Investment Sub-Advisory Agreement between SEI Financial Management Corporation and Lazard London International Investment Management Limited dated December 30, 1996 is incorporated herein by reference to 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(5)(r) Investment Sub-Advisory Agreement between SEI Financial Management Corporation and Seligman Henderson Co. dated June 14, 1996 is incorporated herein by reference to 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(5)(s) Investment Sub-Advisory Agreement between SEI Financial Management Corporation and Yamaichi Capital Management/Yamaichi Capital Management (Singapore) Limited dated June 14, 1996 is incorporated herein by reference to 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(5)(t) Investment Advisory Agreement between Registrant and Acadian Asset Management, Inc. dated November 7, 1994 is incorporated herein by reference to 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(5)(u) Investment Advisory Agreement between Registrant and WorldInvest Limited dated November 7, 1994 is incorporated herein by reference to 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(6) Distribution Agreement between Registrant and SEI Financial Services Company 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 filed herewith. EX-99.B(7) Not Applicable EX-99.B(8)(a) 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 filed herewith. EX-99.B(8)(b) 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 filed herewith. EX-99.B(9)(a) Management Agreement between Registrant and SEI Financial Management Company 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 filed herewith. EX-99.B(9)(b) Schedule C to Management Agreement between Registrant and SEI Financial Management Company 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 Post-Effective Amendment No. 22, filed with the SEC on April 8, 1997.
EXHIBITS: - -------------------- EX-99.B(9)(c) Consent to Assignment and Assumption Agreement between SFM and SEI Fund Management dated May 31, 1996 is incorporated herein by reference to 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(10) Opinion and Consent of Counsel 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 Post-Effective Amendment No. 22, filed with the SEC on April 8, 1997. EX-99.B(11) Consent of Independent Accountants is filed herewith. EX-99.B(12) Not Applicable EX-99.B(13) Not Applicable EX-99.B(14) Not Applicable EX-99.B(15)(a) 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 Post-Effective Amendment No. 22, filed with the SEC on April 8, 1997. EX-99.B(15)(b) 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 filed herewith. EX-99.B(15)(c) 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 filed herewith. EX-99.B(15)(d) Amended and Restated Distribution Plan is incorporated herein by reference to 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(15)(e) Shareholder Service Plan and Agreement with respect to the Class A shares is incorporated herein by reference to 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(16) Performance Quotation Computation as originally filed with Post-Effective Amendment No. 7 to Registrant's Registration Statement on Form N-1A (File No. 33-22821), filed with the SEC on June 30, 1992, is incorporated herein by reference to Post-Effective Amendment No. 22, filed with the SEC on April 8, 1997. EX-99.B(18)(a) 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 Post-Effective Amendment No. 22, filed with the SEC on April 8, 1997. EX-99.B(18)(b) Amendment No. 1 to Rule 18f-3 Plan relating to Class A and Class D shares is incorporated herein by reference to 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(24) Powers of Attorney for Robert A. Nesher, William M. Doran, Mark E. Nagle, F. Wendell Gooch, George J. Sullivan, Jr., James M. Storey, David G. Lee and Frank E. Morris are incorporated herein by reference to 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-27.1 Financial Data Schedules for the Class A International Equity Portfolio. EX-27.2 Financial Data Schedules for the Class D International Equity Portfolio. EX-27.3 Financial Data Schedules for the Class A International Fixed Income Portfolio. EX-27.4 Financial Data Schedules for the Class A Emerging Markets Equity Portfolio.
EX-99.B1 2 EXHIBIT 99.B1 SEI WEALTH MANAGEMENT TRUST AGREEMENT AND DECLARATION OF TRUST AGREEMENT AND DECLARATION OF TRUST dated the 28th day of June, 1988, by the Trustees hereunder, and by the holders of Shares of beneficial interest to be issued hereunder as hereinafter provided. WITNESSETH that WHEREAS, this Trust has been formed to carry on the business of an investment company; and WHEREAS, the Trustees have agreed to manage all property coming into their hands as trustees of a Massachusetts voluntary association with transferable Shares in accordance with the provisions hereinafter set forth. NOW, THEREFORE, the Trustees hereby declare that they will hold all cash, securities and other assets, which they may from time to time acquire in any manner as Trustees hereunder IN TRUST to manage and dispose of the same upon the following terms and conditions for the pro rata benefit of the holders from time to time of Shares in this Trust as hereinafter set forth. ARTICLE I NAME AND DEFINITIONS NAME SECTION 1. This Trust shall be known as the "SEI Wealth Management Trust," and the Trustees shall conduct the business of the Trust under that name or any other name as they may from time to time determine. DEFINITIONS SECTION 2. Whenever used herein, unless otherwise required by the context or specifically provided: (a) The "Trust" refers to the Massachusetts voluntary association established by this Agreement and Declaration of Trust, as amended from time to time; (b) "Trustees" refers to the Trustees of the Trust named herein or elected in accordance with Article IV and then in office; -1- (c) The term "Shares" means the equal proportionate transferable units of interest into which the beneficial interest in the Trust shall be divided from time to time or, if more than one series of Shares is authorized by the Trustees, the equal proportionate transferable units into which each series of Shares shall be divided from time to time; (d) "Shareholder" means a record owner of Shares; (e) The terms "Affiliated Person," "Assignment," "Commission," "Interested Person," "Principal Underwriter" and "Majority Shareholder Vote" (the 67% or 50% requirement of the third sentence of Section 2(a)(42) of the Investment Company Act of 1940 and the rules and Regulations thereunder, all as amended from time to time, whichever may be applicable) shall have the meanings given them in the Act; (f) "Declaration of Trust" shall mean this Agreement and Declaration of Trust as amended or restated from time to time; and (g) "By-Laws" shall mean the By-Laws of the Trust as amended from time to time. (h) The "1940 Act" refers to the Investment Company Act of 1940 and the Rules and Regulations thereunder, all as amended from time to time. ARTICLE II PURPOSE The purpose of the Trust is to provide investors with one or more investment portfolios consisting primarily of securities, including debt instruments or obligations. ARTICLE III SHARES DIVISION OF BENEFICIAL INTEREST SECTION 1. The Shares of the Trust shall be issued in one or more series as the Trustees may, without shareholder approval, authorize. Each series shall be preferred over all other series in respect of the assets allocated to that series. The beneficial interest in each series shall at all times be divided into Shares, without par value, each of which shall represent an equal proportionate interest in the series with each other Share of the same series, none having priority or preference over another. Each series shall be represented by one or more classes of Shares, with each class possessing such rights (including, notwithstanding any -2- contrary provision herein, voting rights) as the Trustees may, without shareholder approval, authorize. The number of Shares authorized shall be unlimited, and the Shares so authorized may be represented in part by fractional Shares. The Trustees may from time to time divide or combine the Shares of any series into a greater or lesser number without thereby changing the proportionate beneficial interests in the series. OWNERSHIP OF SHARES SECTION 2. The ownership of Shares shall be recorded on the books of the Trust or its transfer or similar agent. No certificates certifying the ownership of Shares shall be issued except as the Trustees may otherwise determine from time to time. The Trustees may make such rules as they consider appropriate for the issuance of Share certificates, the transfer of Shares and similar matters. The record books of the Trust as kept by the Trust or any transfer or similar agent of the Trust, as the case may be, shall be conclusive as to who are the Shareholders of each series and as to the number of Shares of each series held from time to time by each Shareholder. INVESTMENTS IN THE TRUST; ASSETS OF THE SERIES SECTION 3. The Trustees may accept investments in the Trust from such persons and on such terms and, subject to any requirements of law, for such consideration, which may consist of cash or tangible or intangible property or a combination thereof, as they may from time to time authorize. All consideration received by the Trust for the issue or sale of Shares of each series, together with all income, earnings, profits, and proceeds thereof, including any proceeds derived from the sale, exchange or liquidation thereof, and any funds or payments derived from any reinvestment of such proceeds in whatever form the same may be, shall irrevocably belong to the series of Shares with respect to which the same were received by the Trust for all purposes, subject only to the rights of creditors, and shall be so recorded upon the books of account of the Trust and are herein referred to as "assets of" such series. In addition, any assets, income, earnings, profits, and proceeds thereof, funds, or payments which are not readily identifiable as belonging to any particular series shall be allocated by the Trustees between and among one or more of the series in such manner as they, in their sole discretion, deem fair and equitable. Each such allocation shall be conclusive and binding upon the Shareholders of all series for all purposes, and shall be referred to as assets belonging to that series. -3- NO PREEMPTIVE RIGHTS SECTION 4. Shareholders shall have no preemptive or other right to receive, purchase or subscribe for any additional Shares or other securities issued by the Trust. STATUS OF SHARES AND LIMITATION OF PERSONAL LIABILITY SECTION 5. Shares shall be deemed to be personal property giving only the rights provided in this instrument. Every Shareholder by virtue of having become a Shareholder shall be held to have expressly assented and agreed to the terms of this Declaration of Trust and to have become a party thereto. The death of a Shareholder during the continuance of the Trust shall not operate to terminate the same nor entitle the representative of any deceased Shareholder to an accounting or to take any action in court -4- or elsewhere against the Trust or the Trustees, but only to the rights of said decendent under this Trust. Ownership of Shares shall not entitle the Shareholder to any title in or to the whole or any part of the Trust property or right to call for a partition or division of the same or for an accounting, nor shall the ownership of Shares constitute the Shareholders partners. Neither the Trust nor the Trustees, nor any officer, employee or agent of the Trust shall have any power to bind personally any Shareholder, nor, except as specifically provided herein, to call upon any Shareholder for the payment of any sum of money or assessment whatsoever other than such as the Shareholder may at any time personally agree to pay. TRUSTEE AND OFFICERS AS SHAREHOLDERS SECTION 6. Any Trustee, officer or other agent of the Trust may acquire, own and dispose of Shares of the Trust to the same extent as if he were not a Trustee, officer or agent; and the Trustees may issue and sell or cause to be issued and sold Shares to and buy such Shares from any such person of any firm or company in which he is interested, subject only to the general limitations herein contained as to the sale and purchase of such Shares; and all subject to any restrictions which may be contained in the By-Laws. ARTICLE IV THE TRUSTEES ELECTION SECTION 1. The number of Trustees shall be fixed by the Trustees, except that, commencing with the first shareholders meeting at which Trustees are elected, there shall be not less than three nor more than fifteen Trustees, each of whom shall hold office during the lifetime of this Trust or until the election and qualification of his or her successor, or until he or she sooner dies, resigns or is removed. The number of Trustees so fixed may be increased either by the Shareholders or by the Trustees by vote of a majority of the Trustees then in Office. The number of Trustees so fixed may be decreased either by the Shareholders or by the Trustees by a vote of a majority of the Trustees then in office, but only to eliminate vacancies existing by reason of the death, resignation or removal of one or more Trustees. The initial Trustees, each of whom shall serve until the first meeting of Shareholders at which Trustees are elected and until his or her successor is elected and qualified, or until he or she sooner dies, resigns or is removed, shall be William M. Doran and such other persons as the Trustee or Trustees then in office shall, prior to any sale of Shares pursuant to public offering, appoint. By vote of the Shareholders holding a majority of the shares entitled to vote, the Shareholders may remove a Trustee with or without cause. By vote of a majority of the Trustees then in office, the Trustees may remove a Trustee for cause. Any Trustee may, but need not, be a Shareholder. -5- In case of the declination, death, resignation, retirement, removal, incapacity, or inability of any of the Trustees, or in case a vacancy shall exist by reason of an increase in number, or for any other reason, the remaining Trustees shall fill such vacancy by appointing such other person as they in their discretion shall see fit consistent with the limitations under the 1940 Act. Such appointment shall be evidenced by a written instrument signed by a majority of the Trustees in office or by recording in the records of the Trust, whereupon the appointment shall take effect. An appointment of a Trustee may be made by the Trustees then in office in anticipation of a vacancy to occur by reason of retirement, resignation or increase in number of Trustees effective at a later date, provided that said appointment shall become effective only at or after the effective date of said retirement, resignation or increase in number of Trustees. As soon as any Trustee so appointed shall have accepted this trust, the trust estate shall vest in the new Trustee or Trustees, together with the continuing Trustees, without any further act or conveyance, and he shall be deemed a Trustee hereunder. The power of appointment is subject to the provisions of Section 16(a) of the 1940 Act. In the event that at any time after the commencement of public sales of Trust Shares less than a majority of the Trustees then holding office were elected to such office by the Shareholders, the Trustees or the Trust's President promptly shall call a meeting of Shareholders for the purpose of electing Trustees. Each Trustee elected by the Shareholders or by the Trustees shall serve until the election or qualification of his or her successor, or until he or she sooner dies, resigns or is removed. EFFECT OF DEATH, RESIGNATION, ETC. OF A TRUSTEE SECTION 2. The death, declination, resignation, retirement, removal, or incapacity of the Trustees, or any one of them, shall not operate to annul the Trust or to revoke any existing agency created pursuant to the terms of this Declaration of Trust. POWERS SECTION 3. Subject to the provisions of this Declaration of Trust, the business of the Trust shall be managed by the Trustees, and they shall have all powers necessary or convenient to carry out that responsibility. Without limiting the foregoing, the Trustees may adopt By-Laws not inconsistent with this Declaration of Trust providing for the conduct of the business of the Trust and may amend and repeal them to the extent that such By-Laws do not reserve that right to the Shareholders; they may fill vacancies in their number, including vacancies resulting from increases in their number, and may elect and remove such officers and appoint and terminate such agents as they consider appropriate; they may appoint from their own number, and terminate, any one or more committees consisting of two or more Trustees, including an executive committee which may, when the Trustees are not in session, exercise some or -6- all of the powers and authority of the Trustees as the Trustees may determine; they may appoint an advisory board, the members of which shall not be Trustees and need not be Shareholders; they may employ one or more investment advisers or managers as provided in Section 7 of this Article IV; they may employ one or more custodians of the assets of the trust and may authorize such custodians to employ subcustodians and to deposit all or any part of such assets in a system or systems for the central handling of securities, retain a transfer agent or a Shareholder servicing agent, or both, provide for the distribution of Shares by the Trust, through one or more principal underwriters or otherwise, set record dates for the determination of Shareholders with respect to various matters, and in general delegate such authority as they consider desirable to any officer of the Trust, to any committee of the Trustees and to any agent or employee of the Trust or to any such custodian or underwriter; and they may elect and remove such officers and appoint and terminate such agents as they consider appropriate. Without limiting the foregoing, Trustees shall have power and authority: (a) To invest and reinvest cash, and to hold cash uninvested; (b) To sell, exchange, lend, pledge, mortgage, hypothecate, write options on and lease any or all of the assets of the Trust; (c) To vote or give assent, or exercise any rights of ownership, with respect to stock or other securities or property, and to execute and deliver proxies or powers of attorney to such person or persons as the Trustees shall deem proper, granting to such person or persons such power and discretion with relation to securities or property as the Trustees shall deem proper; (d) To exercise powers and rights of subscription or otherwise which in any manner arise out of ownership of securities; (e) To hold any security or property in a form not indicating any trust, whether in bearer, unregistered or other negotiable form, or in the name of the Trustees or of the Trust or in the name of a custodian, subcustodian or other depositary or a nominee or nominees or otherwise; (f) To establish separate and distinct series of shares with separately defined investment objectives, policies and purposes, and to allocate assets, liabilities and expenses of the Trust to a particular series of Shares or to apportion the same among two or more series, provided that any liability or expense incurred by a particular series of Shares shall be payable solely out of the assets of that series and to establish separate classes of shares of each series; -7- (g) To consent to or participate in any plan for the reorganization, consolidation or merger of any corporation or issuer, any security or property of which is or was held in the Trust; to consent to any contract, lease, mortgage, purchase or sale of property by such corporation or issuer, and to pay calls or subscriptions with respect to any security held in the Trust; (h) To join with other security holders in acting through a committee, depositary, voting trustee or otherwise, and in that connection to deposit any security with, or transfer any security to, any such committee, depositary or trustee, and to delegate to them such power and authority with relation to any security (whether or not so deposited or transferred) as the Trustees shall deem proper, and to agree to pay, and to pay, such portion of the expenses and compensation of such committee, depositary or trustee as the Trustees shall deem proper; (i) To compromise, arbitrate or otherwise adjust claims in favor of or against the Trust or any matter in controversy, including but not limited to claims for taxes; (j) To enter into joint ventures, general or limited partnerships and any other combinations or associations; (k) To borrow funds from a bank for temporary or emergency purposes and not for investment purposes; (l) To endorse or guarantee the payment of any notes or other obligations of any person; to make contracts of guaranty or suretyship, or otherwise assume liability for payment thereof; and to mortgage and pledge the Trust property or any part thereof to secure any or all of such obligations; (m) To purchase and pay for entirely out of Trust property such insurance as they may deem necessary or appropriate for the conduct of the business, including, without limitation, insurance policies insuring the assets of the Trust and payment of distributions and principal on its portfolio investments, and insurance policies insuring the Shareholders, Trustees, officers, employees, agents, investment advisers or managers, principal underwriters, or independent contractors of the Trust individually against all claims and liabilities of every nature arising by reason of holding, being or having held any such office or position, or by reason of any action alleged to have been taken or omitted by any such person as Shareholder, Trustee, officer, employee, agent, investment adviser or manager, principal underwriter, or independent contractor, including any action taken or omitted that may be determined to constitute negligence, whether or not the Trust would have the power to indemnify such person against such liability; -8- (n) To pay pensions for faithful service, as deemed appropriate by the Trustees, and to adopt, establish and carry out pension, profit-sharing, share bonus, share purchase, savings, thrift and other retirement, incentive and benefit plans, trusts and provisions, including the purchasing of life insurance and annuity contracts as a means of providing such retirement and other benefits, for any or all of the Trustees, officers, employees and agents of the Trust; and (o) To establish, from time to time, a minimum total investment for Shareholders, and to require the redemption of the Shares of any Shareholders whose investment is less than such minimum upon giving notice to such Shareholder. The Trustees shall not in any way be bound or limited by any present or future law or custom in regard to investments by Trustees. Except as otherwise provided herein or from time to time in the By-Laws, any action to be taken by the Trustees may be taken by a majority of the Trustees present at a meeting of Trustees (if a quorum be present), within or without Massachusetts, including any meeting held by means of a conference telephone or other communications equipment by which all persons participating in the meeting can communicate with each other simultaneously and participation by such means shall constitute presence in person at a meeting, or by written consent of a majority of the Trustees then in office. PAYMENT OF EXPENSES BY THE TRUST SECTION 4. The Trustees are authorized to pay or to cause to be paid out of the principal or income of the Trust, or partly out of principal and partly out of income, as they deem fair, all expenses, fees, charges, taxes and liabilities incurred or arising in connection with the Trust, or in connection with the management thereof, including, but not limited to, the Trustees' compensation and such expenses and charges for the services of the Trust's officers, employees, investment adviser or manager, principal underwriter, auditor, counsel, custodian, transfer agent, Shareholder servicing agent, and such other agents or independent contractors and such other expenses and charges as the Trustees may deem necessary or proper to incur, provided, however, that all expenses, fees, charges, taxes and liabilities incurred or arising in connection with a particular series of Shares as determined by the Trustees, shall be payable solely out of the assets of that Series. Any general liabilities, expenses, costs, charges or reserves of the Trust which are not readily identifiable as belonging to any particular series shall be allocated and charged by the Trustees between or among any one or more of the series in such manner as the Trustees in their sole discretion deem fair and equitable. Each such allocation shall be conclusive and binding -9- upon the Shareholders of all series for all purposes. Any creditor of any series may look only to the assets of that series to satisfy such creditor's debt. SECTION 5. The Trustees shall have the power, as frequently as they may determine, to cause each Shareholder to pay directly, in advance or arrears, for any and all expenses of the Trust, an amount fixed from time to time by the Trustees, by setting off such charges due from such Shareholder from declared but unpaid dividends owed such Shareholder and/or by reducing the number of Shares in the account of such Shareholder by that number of full and/or fractional Shares which represents the outstanding amount of such charges due from such Shareholder. OWNERSHIP OF ASSETS OF THE TRUST SECTION 6. Title to all of the assets of each series of Shares and the Trust shall at all times be considered as vested in the Trustees. ADVISORY, MANAGEMENT AND DISTRIBUTION SECTION 7. The Trustees may, at any time and from time to time, contract with respect to the Trust or any series thereof for exclusive or nonexclusive advisory and/or management services with SEI Financial Management Corporation, a Delaware corporation, and/or any other corporation, trust, association or other organization, every such contract to comply with such requirements and restrictions as may be set forth in the By-Laws; and any such contract may contain such other terms interpretive of or in addition to said requirements and restrictions as the Trustees may determine, including, without limitation, authority to determine from time to time what investments shall be purchased, held, sold or exchanged and what portion, if any, of the assets of the Trust shall be held uninvested and to make changes in the Trust's investments. Any contract for advisory services shall be subject to such Shareholder approval as is required by the 1940 Act. The Trustees may also, at any time and from time to time, contract with SEI Financial Services Company, a Pennsylvania corporation, and/or any other corporation, trust, association or other organization, appointing it exclusive or nonexclusive distributor or principal underwriter for the Shares, every such contract to comply with such requirements and restrictions as may be set forth in the By-Laws, and any such contract may contain such other terms interpretive of or in addition to said requirements and restrictions as the Trustees may determine. The fact that: (i) any of the Shareholders, Trustees or officers of the Trust is a shareholder, director, officer, partner, trustee, employee, manager, adviser, principal underwriter, or distributor or agent of or for any -10- corporation, trust, association, or other organization, or of or for any parent or affiliate of any organization, with which an advisory or management or principal underwriter's or distributor's contract, or transfer, Shareholder servicing or other agency contract may have been or may hereafter be made, or that any such organization, or any parent or affiliate thereof, is a Shareholder or has an interest in the Trust, or that (ii) any corporation, trust, association or other organization with which an advisory or management or principal underwriter's or distributor's contract, or transfer, Shareholder servicing or other agency contract may have been or may hereafter be made also has an advisory or management contract, or principal underwriter's or distributor's contract, or transfer, Shareholder servicing or other agency contract with one or more other corporations, trusts, associations, or other organizations, or has other businesses or interests shall not affect the validity of any such contract or disqualify any Shareholder, Trustee or officer of the Trust from voting upon or executing the same or create any liability or accountability to the Trust or its Shareholders. ACTION BY THE TRUSTEES SECTION 8. The Trustees shall act by majority vote at a meeting duly called or by unanimous written consent without a meeting or by telephone consent provided a quorum of Trustees participates in any such telephonic meeting, unless the 1940 Act requires that a particular action be taken only at a meeting in person of the Trustees. ARTICLE V SHAREHOLDERS' VOTING POWERS AND MEETINGS VOTING POWERS SECTION 1. The Shareholders shall have power to vote only (i) for the election or removal of Trustees as provided in Article IV, Section 1, (ii) with respect to any investment adviser as provided in Article IV, Section 7, (iii) with respect to any termination of the Trust or any series to the extent and as provided in Article IX, Section 4, (iv) with respect to any amendment of this Declaration of Trust to the extent and as provided in Article IX, Section 7, (v) to the same extent as the stockholders of a Massachusetts business corporation as to whether or not a court action, proceeding or claim should or should not be brought or maintained derivatively or as a class action on behalf of the Trust or the Shareholders, and (vi) with respect to such additional matters relating to the Trust as may be required by law, by this Declaration of Trust, by the By- Laws or by any registration of the Trust with the Securities and Exchange Commission or any state, or as the Trustees may consider necessary or desirable. -11- Each whole Share shall be entitled to one vote as to any matter on which it is entitled to vote and each fractional Share shall be entitled to a proportionate fractional vote. Notwithstanding any other provisions of this Declaration of Trust, or any matter submitted to a vote of Shareholders, all Shares of the Trust then entitled to vote shall be voted by individual series, except (1) when required by the 1940 Act, Shares shall be voted in the aggregate and not by individual series, and (2) when the Trustees have determined that the matter affects only the interests of one or more series, then only Shareholders of such series shall be entitled to vote thereon. There shall be no cumulative voting in the election of Trustees. Shares may be voted in person or by proxy. A proxy with respect to Shares held in the name of two or more persons shall be valid if executed by any one of them unless at or prior to the exercise of the proxy the Trust receives a specific written notice to the contrary from any one of them. A proxy purporting to be executed by or on behalf of a Shareholder shall be deemed valid unless challenged at or prior to its exercise and the burden of proving invalidity shall rest on the challenger. Until Shares are issued, the Trustees may exercise all rights of Shareholders and may take any action required by law, this Declaration of Trust or the By-Laws to be taken by Shareholders. VOTING POWER AND MEETINGS SECTION 2. Meetings of Shareholders of the Trust or of any series or class may be called by the Trustees, or such other person or persons as may be specified in the By-Laws, and held from time to time for the purpose of taking action upon any matter requiring the vote or the authority of the Shareholders of the Trust or any series or class as herein provided or upon any other matter deemed by the Trustees to be necessary or desirable. Meetings of Shareholders of the Trust or of any series or class shall be called by the Trustees or such other person or persons as may be specified in the By-Laws upon written application requesting that a meeting be called for a purpose requiring action by the Shareholders as provided herein or in the By-Laws by Shareholders holding at least 10% of the outstanding Shares of the Trust if Shareholders of all series are required hereunder to vote in the aggregate and not by individual series at such meeting, or Shareholders holding at least 10% of the outstanding shares of a series or class if Shareholders of such series or class are entitled hereunder to vote by individual series or class at such meeting. The Shareholders shall be entitled to at least seven days' written notice of any meeting of the Shareholders. -12- QUORUM AND REQUIRED VOTE SECTION 3. A majority of the Shares entitled to vote shall be a quorum for the transaction of business at a Shareholders' meeting, except that where any provision of law or of this Declaration of Trust permits or requires that holders of any series or class shall vote as a series or class, then a majority of the aggregate number of Shares of that series or class entitled to vote shall be necessary to constitute a quorum for the transaction of business by that series or class. Any lesser number, however, shall be sufficient for adjournments. Any adjourned session or sessions may be held within a reasonable time after the date set for the original meeting without the necessity of further notice. Except when a larger vote is required by any provisions of this Declaration of Trust or the By-Laws, a majority of the Shares voted on any matter shall decide such matter and a plurality shall elect a Trustee, provided that where any provision of law or of this Declaration of Trust permits or requires that the holders of any series or class shall vote as a series or class, then a majority of the Shares of that series or class voted on the matter shall decide that matter insofar as that series or class is concerned. ACTION BY WRITTEN CONSENT SECTION 4. Any action taken by Shareholders may be taken without a meeting if a majority of Shareholders entitled to vote on the matter (or such larger vote as shall be required by any provision of this Declaration of Trust or the By-Laws) consent to the action in writing and such written consents are filed with the records of the meetings of Shareholders. Such consent shall be treated for all purposes as a vote taken at a meeting of Shareholders. ADDITIONAL PROVISIONS SECTION 5. The By-Laws may include further provisions for Shareholders' votes and meetings and related matters. ARTICLE VI DISTRIBUTIONS, REDEMPTIONS, REPURCHASES AND DETERMINATION OF NET ASSET VALUE DISTRIBUTIONS SECTION 1. The Trustees may, but need not, distribute each year to the Shareholders of each series such income and gains, accrued or realized, as the Trustees may determine, after providing for actual and accrued expenses and liabilities (including such reserves as the Trustees may establish) determined in accordance with good accounting practices. The Trustees shall have full discretion to determine which items shall be treated as income and which items as capital and their determination shall be binding upon the -13- Shareholders. Distributions of each year's income of each series, if any be made, may be made in one or more payments, which shall be in Shares, in cash or otherwise and on a date or dates determined by the Trustees. At any time and from time to time in their discretion, the Trustees may distribute to the Shareholders of any one or more series as of a record date or dates determined by the Trustees, in shares, in cash or otherwise, all or part of any gains realized on the sale or disposition of property of the series or otherwise, or all or part of any other principal of the Trust attributable to the series. Each distribution pursuant to this Section 1 shall be made ratably according to the number of Shares of the series or class held by the several Shareholders on the applicable record date thereof, provided that no distributions need be made on Shares purchased pursuant to orders received, or for which payment is made, after such time or times as the Trustees may determine. Any such distribution paid in Shares will be paid at the net asset value thereof as determined in accordance with this Declaration of Trust. REDEMPTIONS AND REPURCHASES SECTION 2. Any holder of Shares of the Trust may by presentation of a written request, together with his certificates, if any, for such Shares, in proper form for transfer, at the office of the Trust, the adviser, the underwriter or the distributors, or at a principal office of a transfer or Shareholder services agent appointed by the Trust (as the Trustees may determine), redeem his Shares for the net asset value thereof determined and computed in accordance with the provisions of this Section 2 and the provisions of Section 5 of Article VI of this Declaration of Trust, less any redemption charge which the Trustees may establish. Upon receipt of such written request for redemption of Shares by the Trust, the adviser, the underwriter or the distributor, or the Trust's transfer or Shareholder services agent, such Shares shall be redeemed at the net asset value per share of the particular series next determined after such Shares are tendered in proper form for transfer to the Trust or determined as of such other time fixed by the Trustees, as may be permitted or required by the 1940 Act, provided that no such tender shall be required in the case of Shares for which a certificate or certificates have not been issued, and in such case such Shares shall be redeemed at the net asset value per share of the particular series next determined after such demand has been received or determined at such other time fixed by the Trustees, as may be permitted or required by the 1940 Act. The obligation of the Trust to redeem its Shares of each series as set forth above in this Section 2 shall be subject to the condition that, during any time of emergency, as hereinafter defined, such obligation may be suspended by the Trust by or under authority of the Trustees for such period or periods during such time of emergency as shall be determined by or under authority of the Trustees. If there is such a suspension, any Shareholder may withdraw any demand for redemption and any tender of Shares which has been received by the Trust during any such period and any tender of Shares the applicable net asset value of which would but for such -14- suspension be calculated as of a time during such period. Upon such withdrawal, the trust shall return to the Shareholder the certificates therefor, if any. For the purposes of any such suspension "time of emergency" shall mean, either with respect to all Shares or any series of Shares, any period during which: (a) the New York Stock Exchange is closed other than for customary weekend and holiday closings; or (b) the Trustees or authorized officers of the Trust shall have determined, in compliance with any applicable rules and regulations or orders of the Commission, either that trading on the New York Stock Exchange is restricted, or that an emergency exists as a result of which (i) disposal by the Trust of securities owned by it is not reasonably practicable or (ii) it is not reasonably practicable for the Trust fairly to determine the current value of its net assets; or (c) the suspension or postponement of such obligations is permitted by order of the Commission. The Trust may also purchase, repurchase or redeem Shares in accordance with such other methods, upon such other terms and subject to such other conditions as the Trustees may from time to time authorize at a price not exceeding the net asset value of such Shares in effect when the purchase or repurchase or any contract to purchase or repurchase is made. PAYMENT IN KIND SECTION 3. Subject to any generally applicable limitation imposed by the Trustees, any payment on redemption, purchase or repurchase by the Trust of Shares may, if authorized by the Trustees, be made wholly or partly in kind, instead of in cash. Such payment in kind shall be made by distributing securities or other property, constituting, in the opinion of the Trustees, a fair representation of the various types of securities and other property then held by the series of Shares being redeemed, purchased or repurchased (but not necessarily involving a portion of each of the series' holdings) and taken at their value used in determining the net asset value of the Shares in respect of which payment is made. ADDITIONAL PROVISIONS RELATING TO REDEMPTIONS AND REPURCHASES SECTION 4. The completion of redemption, purchase or repurchase of Shares shall constitute a full discharge of the Trust and the Trustees with respect to such Shares and the Trustees may require that any certificate or certificates issued by the Trust to evidence the ownership of such Shares shall be surrendered to the Trustees for cancellation or notation. -15- DETERMINATION OF NET ASSET VALUE SECTION 5. The term "net asset value" of the Shares of each series shall mean: (i) the value of all the assets of such series; (ii) less total liabilities of such series; (iii) divided by the number of Shares of such series outstanding, in each case at the time of each determination. The "number of Shares of such series outstanding" for the purpose of such computation shall be exclusive of any Shares of such series to be redeemed, purchased or repurchased by the Trust and not then redeemed, purchased or repurchased as to which the price has been determined, but shall include Shares of such series presented for redemption, purchase or repurchase by the Trust and not then redeemed, purchased or repurchased as to which the price has not been determined and Shares of such series the sale of which has been confirmed. Any fractions involved in the computation of net asset value per share shall be adjusted to the nearer cent unless the Trustees shall determine to adjust such fractions to a fraction of a cent. The Trustees or any officer, officers or agent of the Trust designated for the purpose by the Trustees shall determine the net asset value of the Shares of each series, and the Trustees shall fix the times as of which the net asset value of the Shares of each series shall be determined and shall fix the periods during which any such net asset value shall be effective as to sales, redemptions and repurchases of, and other transactions in, the Shares of such series, except as such times and periods for any such transaction may be fixed by other provisions of this Declaration of Trust or the By-Laws. In valuing the portfolio investments of any series for determination of net asset value per Share of such series, securities for which market quotations are readily available shall be valued at prices which, in the opinion of the Trustees any officer, officers or agent of the Trust designated for the purpose by the Trustees, most nearly represent the market value of such securities, which may, but need not, be the most recent bid price obtained from one or more of the market makers for such securities; other securities and assets shall be valued at fair value as determined by or pursuant to the direction of the Trustees. Notwithstanding the foregoing, short-term debt obligations, commercial paper, and repurchase agreements may be, but need not be, valued on the basis of quoted yields for securities of comparable maturity, quality and type, or on the basis of amortized cost. In the determination of net asset value of any series, dividends receivable and accounts receivable for investments sold and for Shares sold shall be stated at the amounts to be received therefor; and income receivable accrued daily on bonds and notes owned shall be stated at the amount to be received. Any other assets shall be stated at fair value as determined by the Trustees or such officer, officers or agent pursuant to the Trustees' authority, except that no value shall be assigned to good will, furniture, lists, reports, statistics or other noncurrent assets other than real estate. Liabilities of any series for accounts payable, for investments purchased and for Shares tendered for redemption, purchase or repurchase by the Trust and not then redeemed, purchased or repurchased as to which the price has been determined shall be -16- stated at the amounts payable therefor. In determining net asset value of any series, the person or persons making such determination on behalf of the Trust may include in liabilities such reserves, estimated accrued expenses and contingencies as such person or persons may in its, his or their best judgment deem fail and reasonable under the circumstances. Any income dividends and gains distributions payable by the Trust shall be deducted as of such time or times on the record date therefor as the Trustees shall determine. The manner of determining the net assets of any series or of determining the net asset value of the Shares of any series may from time to time be altered as necessary or desirable in the judgment of the Trustees to conform to any other method prescribed or permitted by any applicable law or regulation or generally accepted accounting practice. Determinations in accordance with Section t made in good faith shall be binding on all parties concerned. REDEMPTIONS AT THE OPTION OF THE TRUST SECTION 6. The Trust shall have the right at its option and at any time to redeem Shares at the net asset value thereof (i) if such Shares are not held in an account of a customer of SEI Corporation or any of its affiliated companies or in such other account as the Trustee may determine from time to time; (ii) if at such time such Shareholder owns fewer Shares than, or Shares having an aggregate net asset value of less than, an amount determined from time to time by the Trustees; (iii) to the extent that such shareholder owns Shares of a particular series of Shares equal to or in excess of a percentage of the outstanding Shares of that series determined from time to time by the Trustees; or (iv) to the extent that such Shareholder owns Shares of the Trust representing a percentage equal to or in excess of such percentage of the aggregate number of outstanding Shares of the Trust or the aggregate net asset value of the Trust determined from time to time by the Trustees. DIVIDENDS, DISTRIBUTIONS, REDEMPTIONS AND REPURCHASES SECTION 7. No dividend or distribution (including, without limitation, any distribution paid upon termination of the Trust or of any series) with respect to, nor any redemption or repurchase of, the Shares of any series shall be effected by the Trust other than from the assets of such series. ARTICLE VII COMPENSATION AND LIMITATION OF LIABILITY OF TRUSTEES COMPENSATION SECTION 1. The Trustees as such shall be entitled to reasonable compensation from the Trust; they may fix the amount of their compensation. Nothing herein shall in any way prevent the -17- employment of any Trustee for advisory, management, legal, accounting, investment banking or other services and payment for the same by the Trust. LIMITATION OF LIABILITY SECTION 2. The Trustees shall not be responsible or liable in any event for any neglect or wrongdoing of any officer, agent, employee, investment adviser or manager, principal underwriter or custodian, nor shall any Trustee be responsible for the act or omission of any other Trustee, but nothing herein contained shall protect any Trustee against any liability to which he or she would otherwise be subject by reason of willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of his or her office. Every note, bond, contract, instrument, certificate, Share or undertaking and every other act or thing whatsoever executed or done by or on behalf of the Trust or the Trustees or any of them in connection with the Trust shall be conclusively deemed to have been executed or done only in or with respect to their or his or her capacity as Trustees or Trustee, and such Trustees or Trustee shall not be personally liable thereon. ARTICLE VIII INDEMNIFICATION Subject to the exceptions and limitations contained in this Article, every person who is, or has been, a Trustee or officer of the Trust shall be indemnified by the Trust to the fullest extent permitted by law against liability and against all expenses reasonably incurred or paid by him in connection with any claim, action, suit or proceeding in which he becomes involved as a party or otherwise by virtue of his being or having been a Trustee or officer and against amounts paid or incurred by him in settlement thereof. No indemnification shall be provided hereunder to a Trustee or officer: (a) against any liability to the Trust or its Shareholders by reason of a final adjudication by the court or other body before which the proceeding was brought that he engaged in willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of his office; (b) with respect to any matter as to which he shall have been finally adjudicated not to have acted in good faith in the reasonable belief that his action was in the best interests of the Trust; (c) in the event of a settlement or other disposition not involving a final adjudication (as provided in -18- paragraph (a) or (b)) and resulting in a payment by a Trustee or officer, unless there has been either a determination that such Trustee or officer did not engage in willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of his office by the court or other body approving the settlement or other disposition or a reasonable determination, based on a review of readily available facts (as opposed to a full trial- type inquiry) that he did not engage in such conduct: (i) by a vote of a majority of the Disinterested Trustees acting ont he matter (provided that a majority of the Disinterested Trustees then in office act on the matter); or (ii) by written opinion of independent legal counsel. The rights of indemnification hereinafter provided may be insured against by policies maintained by the Trust, shall be severable, shall not affect any other rights to which any Trustee or officer may now or hereafter be entitled, shall continue as to a person who has ceased to be such Trustee or officer and shall inure to the benefit of the heirs, executors and administrators of such a person. Nothing contained herein shall affect any rights to indemnification to which Trust personnel other than Trustees and officers may be entitled by contract or otherwise under law. Expenses of preparation and presentation of a defense to any claim, action, suit or proceeding of the character described in the next to the last paragraph of this Article shall be advanced by the Trust prior to final disposition thereof upon receipt of an undertaking by or on behalf of the recipient to repay such amount if it is ultimately determined that he is not entitled to indemnification under this Article, provided that either: (a) such undertaking is secured by a surety bond or some other appropriate security or the Trust shall be insured against losses arising out of any such advances; or (b) a majority of the Disinterested Trustees acting on the matter (provided that a majority of the Disinterested Trustees then in office act on the matter) or independent legal counsel in a written opinion shall determine, based upon a review of the readily available facts (as opposed to a full trial-type inquiry), that there is reason to believe that the recipient ultimately will be found entitled to indemnification. As used in this Article, a "Disinterested Trustee" is one (i) who is not an "interested person of the Trust (as defined by the 1940 Act) (including anyone who has been exempted from being an "interested person:" by any rule, regulation or order of the Securities and Exchange Commission), and (ii) against whom none of such -19- actions, suits or other proceedings or another action, suit or other proceeding on the same or similar grounds is then or has been pending. As used in this Article, the words "claim," "action," "suit" or "proceeding" shall apply to all claims, actions, suits or proceedings (civil, criminal or other, including appeals), actual or threatened; and the words "liability" and "expenses" shall include without limitation, attorney's fees, judgments, amounts paid in settlement, fines, penalties and other liabilities. In case any Shareholder or former Shareholder shall be held to be personally liable solely by reason of his or her being or having been a shareholder and not because of his or her acts or omissions or for some other reason, the shareholder or former Shareholder (or his or her heirs, executors, administrators or other legal representatives or in the case of a corporation or other entity, its corporate or other general successor) shall be entitled to be held harmless from and indemnified against all loss and expenses arising from such liability, but only out of the assets of the particular series of Shares of which he or she is or was a Shareholder. ARTICLE IX MISCELLANEOUS TRUSTEES, SHAREHOLDERS, ETC. NOT PERSONALLY LIABLE; NOTICE SECTION 1. All persons extending credit to, contracting with or having any claim against the Trust or a particular series of shares shall look only to the assets of the Trust or the assets of that particular series of Shares for payment under such credit, contract or claim; and neither the Shareholders nor the Trustees, nor any of the Trust's officers, employees or agents, whether past, present or future, shall be personally liable therefor. Nothing in this Declaration of Trust shall protect any Trustee against any liability to which such Trustee would otherwise be subject by reason of willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of the office of Trustee. Every note, bond, contract, instrument, certificate or undertaking made or issued by the Trustees or by any officers or officer shall give notice that this Declaration of Trust is on file with the Secretary of the Commonwealth of Massachusetts and shall recite that the same was executed or made by or on behalf of the Trust or by them as Trustees or Trustee or as officers or officer and not individually and that the obligations of such instrument are not binding upon any of them or the Shareholders individually but are binding only upon the assets and property of the Trust, and may contain such further recital as he or she or they may deem appropriate, but the omission thereof shall not operate to bind any Trustees or Trustee or officers or officer of Shareholders or Shareholder individually. -20- TRUSTEES' GOOD FAITH ACTION, EXPERT ADVICE; NO BOND OR SURETY SECTION 2. The exercise by the Trustees of their powers and discretions hereunder shall be binding upon everyone interested. A Trustee shall be liable for his or her own willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of the office of Trustee, and for nothing else, and shall not be liable for errors of judgment or mistakes of fact or law. The Trustees may take advice of counsel or other experts with respect to the meaning and operation of this Declaration of Trust, and shall be under no liability for any act or omission in accordance with such advice or for failing to follow such advice. The Trustees shall not be required to give any bond as such, nor any surety if a bond is required. LIABILITY OF THIRD PERSONS DEALING WITH TRUSTEES SECTION 3. No person dealing with the Trustees shall be bound to make any inquiry concerning the validity of any transaction made or to be made by the Trustees or to see to the application of any payments made or property transferred to the Trust or upon its order. DURATION AND TERMINATION OF TRUST SECTION 4. Unless terminated as provided herein, the Trust shall continue without limitation of time. The Trust may be terminated at any time by vote of Shareholders holding at least a majority of the Shares entitled to vote or by the Trustees by written notice to the Shareholders. Any series of Shares may be terminated at any time by vote of Shareholders holding at least a majority of the Shares of such series entitled to vote or by the Trustees by written notice to the Shareholders of such series. Upon termination of the Trust or of any one or more series of Shares, after paying or otherwise providing for all charges, taxes, expenses and liabilities, whether due or accrued or anticipated, of the Trust or of the particular series as may be determined by the Trustees, the Trust shall, in accordance with such procedures as the Trustees consider appropriate, reduce the remaining assets to distributable form in cash or Shares or other securities, or any combination thereof, and distribute the proceeds to the Shareholders of the series involved, ratably according to the number of Shares of such series held by the several Shareholders of such series on the date of termination. SECTION 5. The original or a copy of this instrument and of each amendment hereto shall be kept at the office of the Trust where it may be inspected by any Shareholder. A copy of this instrument and of each amendment hereto shall be filed by the Trust with the Secretary of the Commonwealth of Massachusetts and with the Boston City Clerk, as well as any other governmental office where such filing may from time to time be required. Anyone dealing with -21- the Trust may rely on certificate by an officer of the Trust as to whether or not any such amendments have been made and as to any matters in connection with the Trust hereunder; and, with the same effect as if it were the original, may rely on a copy certified by an officer of the Trust to be a copy of this instrument or of any such amendments. In this instrument and in such amendment, references to this instrument, and the expression "herein," "hereof," and "hereunder," shall be deemed to refer to this instrument as amended from time to time. Headings are placed herein for convenience of reference only and shall not be taken as part hereof or control or affect the meaning, construction or effect of this instrument. This instrument may be executed in any number of counterparts each of which shall be deemed an original. APPLICABLE LAW SECTION 6. The Trust shall be of the type commonly called a Massachusetts business trust, and without limiting the provisions hereof, the Trust may exercise all powers which are ordinarily exercised by such a trust. This Declaration of Trust is to be governed by and construed and administered according to the laws of said Commonwealth. AMENDMENTS SECTION 7. This Declaration of Trust may be amended at any time by an instrument in writing signed by a majority of the then Trustees when authorized to do so by a vote of Shareholders holding a majority of the Shares entitled to vote, except that an amendment which shall affect the holders of one or more series or classes of Shares but not the holders of all outstanding series or classes shall be authorized by vote of the Shareholders holding a majority of the Shares entitled to vote of each series or classes affected and no vote of Shareholders of a series or classes not affected shall be required. Amendments having the purpose of changing the name of the Trust or of supplying any omission, curing any ambiguity or curing, correcting or supplementing any defective or inconsistent provision contained herein shall not require authorization by Shareholder vote. IN WITNESS WHEREOF, the undersigned being the sole initial Trustee of the Trust has executed this document this 28th day of June, 1988. /s/ William M. Doran --------------------- William M. Doran 200 One Logan Square Philadelphia, PA 19103 -22- COMMONWEALTH OF PENNSYLVANIA COUNTY OF PHILADELPHIA I, the undersigned authority, hereby certify that the foregoing is a true and correct copy of the instrument presented to me by William M. Doran as the original of such instrument. WITNESS my hand and official seal, this 28th day of June, 1988. /s/ Rochelle D. McCrae ------------------------ Notary Public ROCHELLE D. MCCRAE Notary Public, Wayne, Chester Co. My Commission Expires April 22, 1991 My commission expires: ______________ Resident Agent: James E. Howard, Esquire Kirkpatrick & Lockhart Exchange Place, 53 State Street Boston, MA 02109 (617) 277-6000 -23- SEI WEALTH MANAGEMENT TRUST WRITTEN INSTRUMENT AMENDING THE DECLARATION OF TRUST The undersigned, being all of the Trustees of SEI Wealth Management Trust, a business trust organized under the laws of the Commonwealth of Massachusetts pursuant to a Declaration of Trust dated June 30, 1988, do hereby amend, effective upon the fling of this instrument in the office of the Secretary of State of The Commonwealth of Massachusetts, the Declaration of Trust by changing the name of the Trust from "SEI Wealth Management Trust" to "SEI International Trust". This instrument may be executed in several counterparts, each of which shall be deemed an original, but all taken together shall constitute one instrument. IN WITNESS WHEREOF, the undersigned have signed these presents on the dates indicated. /s/ Alfred P. West, Jr. August 9, 1989 - ------------------------------ Alfred P. West, Jr. /s/ William M. Doran August 9, 1989 - ------------------------------ William M. Doran /s/ Edward W. Binshadler August 9, 1989 - ------------------------------ Edward W. Binshadler /s/ Richard F. Blanchard August 9, 1989 - ------------------------------ Richard F. Blanchard /s/ F. Wendell Gooch August 9, 1989 - ------------------------------ F. Wendell Gooch EX-99.B5(B) 3 EXHIBIT 99.B5(B) INVESTMENT ADVISORY AGREEMENT AGREEMENT made this 15th day of June, 1993, by and between SEI International Trust, a Massachusetts business trust (the "Trust"), and Strategic Fixed Income L.P. (the "Adviser"). WHEREAS, the Trust is an open-end, diversified management investment company registered under the Investment Company Act of 1940, as amended (the "1940 Act"), consisting of several series of shares, each having its own investment policies; and WHEREAS, the Trust has retained SEI Financial Management Corporation (the "Administrator") to provide administration of the Trust's operations, subject to the control of the Board of Trustees; and WHEREAS, the Trust desires to retain the Adviser to render investment management services with respect to its International Fixed Income Portfolio and such other portfolios as the Trust and the Adviser may agree upon (the "Portfolios"), and the Adviser is willing to render such services; NOW, THEREFORE, in consideration of mutual covenants herein contained, the parties hereto agree as follows: 1. DUTIES OF THE ADVISER. The Trust employs the Adviser to manage the investment and reinvestment of the assets, and to continuously review, supervise, and administer the investment program of the Portfolios, to determine in its discretion the securities to be purchased or sold, to provide the Administrator and the Trust with records concerning the Adviser's activities which the Trust is required to maintain, and to render regular reports to the Administrator and to the Trust's officers and Trustees concerning the Adviser's discharge of the foregoing responsibilities. The Adviser shall discharge the foregoing responsibilities subject to the control of the Board of Trustees of the Trust and in compliance with such policies as the Trustees may from time to time establish, and in compliance with the objectives, policies, and limitations for each such Portfolio set forth in the Trust's prospectuses and statement of additional information as amended from time to time, and applicable laws and regulations. The Adviser accepts such employment and agrees, at its own expense, to render the services and to provide the office space, furnishings and equipment and the personnel required by it to perform the services on the terms and for the compensation provided herein. 2. PORTFOLIO TRANSACTIONS. The Adviser is authorized to select the brokers or dealers that will execute the purchases and sales of portfolio securities for the Portfolios and is directed to use its best efforts to obtain the best net results as described in the Trust's prospectuses and statement of additional information from time to time. The Adviser will promptly communicate to the Administrator and to the officers and the Trustees of the Trust such information relating to portfolio transactions as they may reasonably request. It is understood that the Adviser will not be deemed to have acted unlawfully, or to have breached a fiduciary duty to the Trust or be in breach of any obligation owing to the Trust under this Agreement, or otherwise, solely by reason of its having directed a securities transaction on behalf of the Trust to a broker-dealer in compliance with the provisions of Section 28(e) of the Securities Exchange Act of 1934. 3. COMPENSATION OF THE ADVISER. For the services to be rendered by the Adviser as provided in Sections 1 and 2 of this Agreement, the Trust shall pay to the Adviser compensation at the rate specified in the Schedule(s) which are attached hereto and made a part of this Agreement. Such compensation shall be paid to the Adviser at the end of each month, and calculated by applying a daily rate, based on the annual percentage rates as specified in the attached Schedule(s), to the assets. The fee shall be based on the average daily net assets for the month involved. All rights of compensation under this Agreement for services performed as of the termination date shall survive the termination of this Agreement. 4. EXCESS EXPENSES. If the expenses for any Portfolio for any fiscal year (including fees and other amounts payable to the Adviser, but excluding interest, taxes, brokerage costs, litigation, and other extraordinary costs) as calculated every business day would exceed the expense limitations imposed on investment companies by any applicable statute or regulatory authority of any jurisdiction in which Shares are qualified for offer and sale, the Adviser shall bear such excess cost. However, the Adviser will not bear expenses of the Trust or any Portfolio which would result in the Trust's inability to qualify as a regulated investment company under provisions of the Internal Revenue Code of 1986, as amended. Payment of expenses by the Adviser pursuant to this Section 4 shall be settled on a monthly basis (subject to fiscal year end reconciliation) by a reduction in the fee payable to the Adviser for such month pursuant to Section 3 and, if such reduction shall be insufficient to offset such expenses, by reimbursing the Trust. 5. REPORTS. The Trust and the Adviser agree to furnish to each other, if applicable, current prospectuses, proxy statements, reports to shareholders, 2 certified copies of their financial statements, and such other information with regard to their affairs as each may reasonably request. 6. STATUS OF THE ADVISER. The services of the Adviser to the Trust are not to be deemed exclusive, and the Adviser shall be free to render similar services to others so long as its services to the Trust are not impaired thereby. The Adviser shall be deemed to be an independent contractor and shall, unless otherwise expressly provided or authorized, have no authority to act for or represent the Trust in any way or otherwise be deemed an agent of the Trust. 7. CERTAIN RECORDS. Any records required to be maintained and preserved pursuant to the provisions of Rule 31a-1 and Rule 31a-2 promulgated under the 1940 Act which are prepared or maintained by the Adviser on behalf of the Trust are the property of the Trust and will be surrendered promptly to the Trust on request. 8. LIMITATION OF LIABILITY OF THE ADVISER. The duties of the Adviser shall be confined to those expressly set forth herein, and no implied duties are assumed by or may be asserted against the Adviser hereunder. The Adviser shall not be liable for any error of judgment or mistake of law or for any loss arising out of any investment or for any act or omission in carrying out its duties hereunder, except a loss resulting from willful misfeasance, bad faith or gross negligence in the performance of its duties, or by reason of reckless disregard of its obligations and duties hereunder, except as may otherwise be provided under provisions of applicable state law which cannot be waived or modified hereby. (As used in this Paragraph 8, the term "Adviser" shall include directors, officers, employees and other corporate agents of the Adviser as well as that corporation itself). 9. PERMISSIBLE INTERESTS. Trustees, agents, and shareholders of the Trust are or may be interested in the Adviser (or any successor thereof) as directors, partners, officers, or shareholders, or otherwise; directors, partners, officers, agents, and shareholders of the Adviser are or may be interested in the Trust as Trustees, shareholders or otherwise; and the Adviser (or any successor) is or may be interested in the Trust as a shareholder or otherwise. In addition, brokerage transactions for the Trust may be effected through affiliates of the Adviser if approved by the Board of Trustees, subject to the rules and regulations of the Securities and Exchange Commission. 10. DURATION AND TERMINATION. This Agreement, unless sooner terminated as provided herein, shall remain in effect for two years from date of execution, and thereafter, for periods of one year so long as such continuance 3 thereafter is specifically approved at least annually (a) by the vote of a majority of those Trustees of the Trust who are not parties to this Agreement or interested persons of any such party, cast in person at a meeting called for the purpose of voting on such approval, and (b) by the Trustees of the Trust or by vote of a majority of the outstanding voting securities of each Portfolio; provided, however, that if the shareholders of any Portfolio fail to approve the Agreement as provided herein, the Adviser may continue to serve hereunder in the manner and to the extent permitted by the 1940 Act and rules and regulations thereunder. The foregoing requirement that continuance of this Agreement be "specifically approved at least annually" shall be construed in a manner consistent with the 1940 Act and the rules and regulations thereunder. This Agreement may be terminated as to any Portfolio at any time, without the payment of any penalty by vote of a majority of the Trustees of the Trust or by vote of a majority of the outstanding voting securities of the Portfolio on not less than 30 days nor more than 60 days written notice to the Adviser, or by the Adviser at any time without the payment of any penalty, on 90 days written notice to the Trust. This Agreement will automatically and immediately terminate in the event of its assignment. Any notice under this Agreement shall be given in writing, addressed and delivered, or mailed postpaid, to the other party at any office of such party. As used in this Section 10, the terms "assignment", "interested persons", and a "vote of a majority of the outstanding voting securities" shall have the respective meanings set forth in the 1940 Act and the rules and regulations thereunder; subject to such exemptions as may be granted by the Securities and Exchange Commission under said Act. 11. NOTICE. Any notice required or permitted to be given by either party to the other shall be deemed sufficient if sent by registered or certified mail, postage prepaid, addressed by the party giving notice to the other party at the last address furnished by the other party to the party giving notice: if to the Trust, at 680 East Swedesford Road, Wayne, PA and if to the Adviser at 1001 Nineteenth Street North, 16th Floor, Arlington, VA. 12. SEVERABILITY. If any provision of this Agreement shall be held or made invalid by a court decision, statute, rule or otherwise, the remainder of this Agreement shall not be affected thereby. A copy of the Agreement and Declaration of Trust of the Trust is on file with the Secretary of the Commonwealth of Massachusetts, and notice is hereby given that this instrument is executed on behalf of the Trustees of the Trust as Trustees, and are not binding upon any of the Trustees, officers, or shareholders of the Trust individually but binding only 4 upon the assets and property of the Trust. IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be executed as of the day and year first written above. SEI INTERNATIONAL TRUST STRATEGIC FIXED INCOME L.P. By: Signature appears here By: Signature appears here ---------------------------- --------------------------- Attest: Signature appears here Attest: Signature appears here ------------------------- ------------------------- 5 SCHEDULE A TO THE INVESTMENT ADVISORY AGREEMENT BETWEEN SEI INTERNATIONAL TRUST AND STRATEGIC FIXED INCOME L.P. Pursuant to Article 3, the Trust shall pay the Adviser compensation at an annual rate as follows: PORTFOLIO FEE (IN BASIS POINTS) International Fixed Income Portfolio .30% EX-99.B6 4 EXHIBIT 99.B6 DISTRIBUTION AGREEMENT SEI WEALTH MANAGEMENT TRUST THIS AGREEMENT made this 30th day of August, 1988 between SEI Wealth Management Trust, (the "Trust") a Massachusetts business trust , and SEI Financial Services Company (the "Distributor") a Pennsylvania corporation. WHEREAS, the Trust is registered as an investment company with the Securities and Exchange Commission ("SEC") under the Investment Company Act of 1940, as amended ("1940 Act"), and its Units are registered with the SEC under the Securities Act of 1933, as amended ("1933 Act"); and WHEREAS, the Distributor is registered as a broker-dealer with the SEC under the Securities and Exchange Act of 1934, as amended. NOW THEREFORE, in consideration of the mutual covenants herein contained, the Trust and Distributor hereby agree as follows: ARTICLE 1. SALE OF UNITS. The Trust grants to the Distributor the right to sell units of the Trust at the net asset value per Unit, as agent and on behalf of the Trust, during the term of this Agreement and subject to the registration requirements of the Securities Act of 1933, the rules and regulations of the SEC and the laws governing the sale of securities in the various states ("Blue Sky laws"). ARTICLE 2. SOLICITATION OF SALES. In consideration of these rights granted to the Distributor, the Distributor agrees to use all reasonable efforts, consistent with its other business, to obtain purchasers for Units of the Trust, provided, however, that the Distributor shall not be prevented from entering into like arrangements with other issuers. The provisions of this paragraph do not obligate the Distributor to register as a broker or dealer under the Blue Sky laws of any jurisdiction when it determines it would be uneconomical for it to do so or to maintain its registration in any jurisdiction in which it is now registered. ARTICLE 3. AUTHORIZED REPRESENTATIONS. The Distributor is not authorized by the Trust to give any information or to make any representations other than those contained in the current registration statements or prospectuses of the Trust filed with the SEC or contained in unitholder reports or other material that may be prepared by or on behalf of the Trust for the Distributor's use. The Distributor may prepare and distribute sales literature and other material as it may deem appropriate, provided that such literature and materials have been approved by the Trust prior to their use. ARTICLE 4. REGISTRATION OF UNITS. The Trust agrees that it will take all action necessary to register Units under the federal and state securities laws so that there will be available for sale the number of units the Distributor may reasonably be expected to sell. The Trust shall make available to the Distributor such number of copies of its currently effective prospectus and statement of addi- tional information as the Distributor may reasonably request. The Trust shall furnish to the Distributor copies of all information, financial statements and other papers which the Distributor may reasonably request for use in connection with the distribution of units of the Trust. ARTICLE 5. INDEMNIFICATION OF DISTRIBUTOR. The Trust agrees to indemnify and hold harmless the Distributor and each of its directors and officers and each person, if any, who controls the Distributor within the meaning of Section 15 of the 1933 Act against any loss, liability, claim, damages or expense (including the reasonable cost of investigating or defending any alleged loss, liability, claim, damages, or expense and reasonable counsel fees incurred in connection therewith), arising by reason of any person acquiring any Units, based upon the ground that the registration statement, prospectus, Unitholder reports or other information filed or made public by the Trust (as from time to time amended), included an untrue statement of a material fact or omitted to state a material fact required to be stated or necessary in order to make the statements made not misleading. However, the Trust does not agree to indemnify the Distributor or hold it harmless to the extent that the statement or omission was made in reliance upon, and in conformity with, information furnished to the Trust by or on behalf of the Distributor. In no case (i) is the indemnity of the Trust to be deemed to protect the Distributor or any person against any liability to the Trust or its Unitholders to which the Distributor or such person would otherwise be subject by reason of wilful misfeasance, bad faith or gross negligence in the performance of its duties or by reason of its reckless disregard of its obligations and duties under this Agreement, or (ii) is the Trust to be liable to the Distributor under its indemnity agreement contained in this paragraph with respect to any claim made against the Distributor or any person indemnified unless the Distributor or any person shall have notified the Trust in writing of the claim within a reasonable time after the summons or other first written notification giving information of the nature of the claim shall have been served upon the Distributor or any person (or after the Distributor or the person shall have received notice of service on any designated agent). However, failure to notify the Trust of any claim shall not relieve the Trust from any liability which it may have to the Distributor or any person against whom such action is brought otherwise than on account of its indemnity agreement contained in this paragraph. The Trust shall be entitled to participate at its own expense in the defense, or, if it so elects, to assume the defense of any suit brought to enforce any claims subject to this indemnity provision. If the Trust elects to assume the defense of any such claim, the defense shall be conducted by counsel chosen by it and satisfactory to the indemnified defendants in the suit whose approval shall not be unreasonably withheld. In the event the Trust elects to assume the defense of any suit and retain counsel, the indemnified defendants shall bear the fees and expenses of any additional counsel retained by them. If the Trust does not elect to assume the defense of any suit, it will reimburse the indemnified defendants for the reasonable fees and expenses of any counsel retained by the indemnified defendants. -2- The Trust agrees to notify the Distributor promptly of any commencement of any litigation or proceedings against it or any of its officers or Trustees in connection with the issuance or sale of any of its Units. ARTICLE 6. INDEMNIFICATION OF TRUST. The Distributor covenants and agrees that it will indemnify and hold harmless the Trust and each of its Trustees and officers and each person, if any, who controls the Trust within the meaning of Section 15 of the Act, against any loss, liability, damages, claim or expense (including the reasonable cost of investigating or defending any alleged loss, liability, damages, claim or expense and reasonable counsel fees incurred in connection therewith) based upon the 1933 Act or any other statute or common law and arising by reason of any person acquiring any Units, and alleging a wrongful act of the Distributor or any of its employees or alleging that the registration statement, prospectus, Unitholder reports or other information filed or made public by the Trust (as from time to time-amended), included an untrue statement of a material fact or omitted to state a material fact required to be stated or necessary in order to make the statements not misleading, insofar as the statement or omission was made in reliance upon and in conformity with information furnished to the Trust by or on behalf of the Distributor. In no case (i) is the indemnity of the Distributor in favor of the Trust or any person indemnified to be deemed to protect the Trust or any person against any liability to which the Trust or such person would otherwise be subject by reason of wilful misfeasance, bad faith or gross negligence in the performance of its duties or by reason of its reckless disregard of its obligations and duties under this Agreement, or (ii) is the Distributor to be liable under its indemnity agreement contained in this paragraph with respect to any claim made against the Trust or any person indemnified unless the Trust or person, as the case may be, shall have notified the Distributor in writing of the claim within a reasonable time after the summons or other first written notification giving information of the nature of the claim shall have been served upon the Trust or upon any person (or after the Trust or such person shall have received notice of service on any designated agent). However, failure to notify the Distributor of any claim shall not relieve the Distributor from any liability which it may have to the Trust or any person against whom the action is brought otherwise than on account of its indemnity agreement contained in this paragraph. The Distributor shall be entitled to participate, at its own expense, in the defense or, if it so elects, to assume the defense of any suit brought to enforce the claim, but if the Distributor elects to assume the defense, the defense shall be conducted by counsel chosen by the Distributor and satisfactory to the indemnified defendants whose approval shall not be unreasonable withheld. In the event that the Distributor elects to assume the defense of any suit and retain counsel, the defendants in the suit, shall bear the fees and expenses of any additional counsel retained by them. If the Distributor does not elect to assume the defense of any suit, it will reimburse the indemnified defendants for the reasonable fees and expenses of any counsel retained by them. The Distributor agrees to notify the Trust promptly of the commencement of any litigation or proceedings against it in connection with the issue and sale of any of the Trusts' Units. -3- ARTICLE 7. EFFECTIVE DATE. This Agreement shall be effective upon its execution, and unless terminated as provided, shall continue in force for one year from the effective date and thereafter from year to year, provided that such annual continuance is approved by (i) either the vote of a majority of the Trustees of the Trust, or vote of a majority of the outstanding voting securities of the Trust, and (ii) the vote of a majority of those Trustees of the Trust who are not parties to this Agreement or interested persons of any party, ("Qualified Trustees"), cast in person at a meeting called for the purpose of voting on the approval. This Agreement shall automatically terminate, in the event of its assignment. As used in this paragraph the terms "vote of a majority of the outstanding voting securities," "assignment," and "interested person," shall have the respective meanings specified in the 1940 Act. In addition this Agreement may at any time be terminated without penalty by SFS, by a vote of a majority of Qualified Trustees or by vote of a majority of the outstanding voting securities of the Trust upon not less than sixty days prior written notice to the other party. ARTICLE 8. NOTICES. Any notice required or permitted to be given by either party to the other shall be deemed sufficient if sent by registered or certified mail, postage prepaid, addressed by the party giving notice to the other party at the last address furnished by the other party to the party giving notice: if to the Trust, at 28 State Street, Boston, Massachusetts, and if to the Distributor, at 680 E. Swedesford Road, Wayne, Pennsylvania 19087. ARTICLE 9. LIMITATION OF LIABILITY. A copy of the Declaration of Trust of the Trust is on file with the Secretary of State of the Commonwealth of Massachusetts, and notice is hereby given that this Agreement is executed in behalf of the Trustees of the Trust as Trustees, and not individually and that the obligations of this instrument are not binding upon any of the Trustees, officers or unitholders of the Trust individually but binding only upon the assets and property of the Trust. ARTICLE 10. GOVERNING LAW. This Agreement shall be construed in accordance with the laws of the Commonwealth of Massachusetts and the applicable provisions of the 1940 Act. To the extent that the applicable laws of the Commonwealth of Massachusetts, or any of the provisions herein, conflict with the applicable provisions of the 1940 Act, the latter shall control. ARTICLE 11. MULTIPLE ORIGINALS. This Agreement may be executed in two or more counterparts, each of which when so executed shall be deemed to be an original, but such counterparts shall together constitute but one and the same instrument. -4- IN WITNESS, the Trust and Distributor have each duly executed this Agreement, as of the day and year above written. SEI WEALTH MANAGEMENT TRUST By: /s/ Susan L. Schelpf ----------------------------- SEI FINANCIAL SERVICES COMPANY By: /s/ Sandy M. Kraus ----------------------------- -5- Amendment to SEI International Trust's (the "Trust") (formerly SEI Wealth Management Trust's) Distribution Agreement (the "Agreement") dated August 30, 1988. ARTICLE 12. COMPENSATION. AS COMPENSATION FOR THE SERVICES PERFORMED AND THE EXPENSES ASSUMED BY THE DISTRIBUTOR UNDER THIS AGREEMENT, AND TO THE EXTENT PROVIDED IN THE TRUST'S DISTRIBUTION PLAN ADOPTED IN ACCORDANCE WITH RULE 12b-1 UNDER THE INVESTMENT COMPANY ACT OF 1940 ACT, THE TRUST SHALL REIMBURSE THE DISTRIBUTOR FOR (i) THE COST OF PROSPECTUSES AND STATEMENTS OF ADDITIONAL INFORMATION, REPORTS TO UNITHOLDERS, SALES LITERATURE AND OTHER MATERIALS FOR POTENTIAL INVESTORS, (ii) THE COSTS OF COMPLYING WITH THE FEDERAL AND STATE SECURITIES LAWS PERTAINING TO THE DISTRIBUTION OF UNITS, (iii) ADVERTISING, AND (iv) EXPENSES INCURRED IN PROMOTING AND SELLING UNITS, INCLUDING EXPENSES FOR TRAVEL, COMMUNICATION, AND COMPENSATION AND BENEFITS OF SALES PERSONNEL. SEPARATE AND APART FROM THE SERVICES AND COMPENSATION PROVIDED FOR UNDER THIS AGREEMENT, THE DISTRIBUTOR MAY RETAIN ADDITIONAL COMPENSATION THAT IT RECEIVES FROM THE TRUST ON PORTFOLIO TRANSACTIONS THAT IT EFFECTS FOR THE TRUST IN ACCORDANCE WITH APPLICABLE RULES OF THE SECURITIES AND EXCHANGE COMMISSION. -6- EX-99.B8(A) 5 EXHIBIT 99.B8(A) CUSTODIAN CONTRACT Between SEI WEALTH MANAGEMENT TRUST and STATE STREET BANK AND TRUST COMPANY TABLE OF CONTENTS Page ---- 1. Employment of Custodian and Property to be Held By It . . . . . . .1 2. Duties of the Custodian with Respect to Property of the Fund Held by the Custodian in the United States . . . . . . . .2 2.1 Holding Securities. . . . . . . . . . . . . . . . . . . .2 2.2 Delivery of Securities. . . . . . . . . . . . . . . . . .3 2.3 Registration of Securities. . . . . . . . . . . . . . . .8 2.4 Bank Accounts . . . . . . . . . . . . . . . . . . . . . .8 2.5 Availability of Federal Funds . . . . . . . . . . . . . .9 2.6 Collection of Income. . . . . . . . . . . . . . . . . . .9 2.7 Payment of Fund Monies. . . . . . . . . . . . . . . . . 10 2.8 Liability for Payment in Advance of Receipt of Securities Purchased . . . . . . . . . . . . 13 2.9 Appointment of Agents . . . . . . . . . . . . . . . . . 13 2.10 Deposit of Securities in Securities System. . . . . . . 14 2.10A Fund Assets Held in the Custodian's Direct Paper System. . . . . . . . . . . . . . . . . . . . . . 17 2.11 Segregated Account. . . . . . . . . . . . . . . . . . . 18 2.12 Ownership Certificates for Tax Purposes . . . . . . . . 19 2.13 Proxies . . . . . . . . . . . . . . . . . . . . . . . . 20 2.14 Communications Relating to Fund Portfolio Securities. . . . . . . . . . . . . . . . . . 20 2.15 Reports to Fund by Independent Public Accountants . . . . . . . . . . . . . . . . . . . . . . 21 3. Duties of the Custodian with Respect to Property of the Fund Held Outside of the United States. . . . . . . . . . . . 21 3.1 Appointment of Foreign Sub-Custodians . . . . . . . . . 21 3.2 Assets to be Held . . . . . . . . . . . . . . . . . . . 22 3.3 Foreign Securities Depositories . . . . . . . . . . . . 22 3.4 Segregation of Securities . . . . . . . . . . . . . . . 23 3.5 Agreements with Foreign Banking Institutions. . . . . . 23 3.6 Access of Independent Accountants of the Fund . . . . . 24 3.7 Reports by Custodian. . . . . . . . . . . . . . . . . . 24 3.8 Transactions in Foreign Custody Account . . . . . . . . 25 3.9 Liability of Foreign Sub-Custodians . . . . . . . . . . 25 3.10 Liability of Custodian. . . . . . . . . . . . . . . . . 26 3.11 Reimbursement for Advances. . . . . . . . . . . . . . . 27 3.12 Monitoring Responsibilities . . . . . . . . . . . . . . 28 3.13 Branches of U.S. Banks. . . . . . . . . . . . . . . . . 28 4. Payments for Repurchases or Redemptions and Sales of Shares of the Fund . . . . . . . . . . . . . . . . . . . . . . 29 5. Proper Instructions . . . . . . . . . . . . . . . . . . . . . . . 30 6. Actions Permitted Without Express Authority . . . . . . . . . . . 31 7. Evidence of Authority . . . . . . . . . . . . . . . . . . . . . . 31 8. Duties of Custodian with Respect to the Books of Account and Calculations of Net Asset Value and Net Income. . . . . . . . . . . . . . . . . . . . . . . . . . . . 32 9. Records.... . . . . . . . . . . . . . . . . . . . . . . . . . . . 32 10. Opinion of Fund's Independent Accountant. . . . . . . . . . . . . 33 11. Compensation of Custodian . . . . . . . . . . . . . . . . . . . . 33 12. Responsibility of Custodian . . . . . . . . . . . . . . . . . . . 33 13. Effective Period, Termination and Amendment . . . . . . . . . . . 36 14. Successor Custodian . . . . . . . . . . . . . . . . . . . . . . . 37 15. Interpretive and Additional Provisions. . . . . . . . . . . . . . 38 16. Massachusetts Law to Apply. . . . . . . . . . . . . . . . . . . . 39 17. Prior Contracts . . . . . . . . . . . . . . . . . . . . . . . . . 39 CUSTODIAN CONTRACT This Contract between SEI Wealth Management Trust, a Massachusetts Business Trust, having its principal place of business at 680 E. Swedesford Road, Wayne, Pennsylvania 19087-1658, and State Street Bank and Trust Company, a Massachusetts trust company, having its principal place of business at 225 Franklin Street, Boston, Massachusetts, 02110, hereinafter called the "Custodian", WITNESSETH: That in consideration of the mutual covenants and agreements hereinafter contained, the parties hereto agree as follows: 1. EMPLOYMENT OF CUSTODIAN AND PROPERTY TO BE HELD BY IT SEI Wealth Management Trust hereby employs the Custodian as the custodian of the assets of the International Portfolio and such other portfolios as the parties may hereinafter agree on (the "Fund"), including securities it desires to be held in places within the United States ("domestic securities") and securities it desires to be held outside the United States ("foreign securities"). The Fund agrees to deliver to the Custodian all securities and cash owned by it, and all payments of income, payments of principal or capital distributions received by it with respect to all securities owned by the Fund from time to time, and the cash consideration received by it for new units of beneficial interest, ("Shares") of the Fund as may be issued or sold from time to time. The Custodian shall not be responsible for any property of the Fund held or received by the Fund and not delivered to the Custodian. Upon receipt of "Proper Instructions" (within the meaning of Article 5), the Custodian shall from time to time employ one or more sub-custodians located in the United States, but only in accordance with an applicable vote by the Board of Trustees of the Fund, and provided that the Custodian shall have no more or less responsibility or liability to the Fund on account of any actions or omissions of any sub-custodian so employed than any such sub-custodian has to the Custodian. The Custodian may employ as sub-custodians for the Fund's securities and other assets the foreign banking institutions and foreign securities depositories designated in Schedule "A" hereto but only in accordance with the provisions of Article 3. 2. DUTIES OF THE CUSTODIAN WITH RESPECT TO PROPERTY OF THE FUND HELD BY THE CUSTODIAN IN THE UNITED STATES 2.1 HOLDING SECURITIES. The Custodian shall hold and physically segregate for the account of the Fund all non-cash property, to be held by it in the United States, including all domestic securities owned by the Fund, other than (a) securities which are maintained pursuant to Section 2.10 in a clearing agency which acts as a securities depository or in a book-entry system authorized by the U.S. Department of the Treasury, collectively referred to herein as "Securities System" and (b) commercial paper of an issuer for which State Street Bank and Trust Company acts as issuing and paying agent ("Direct Paper") which is deposited and/or -2- maintained in the Direct Paper System of the Custodian pursuant to Section 2.10A. 2.2 DELIVERY OF SECURITIES. The Custodian shall release and deliver domestic securities owned by the Fund held by the Custodian or in a Securities System account of the Custodian or in the Custodian's Direct Paper book entry system account ("Direct Paper System Account") only upon receipt of Proper Instructions, which may be continuing instructions when deemed appropriate by the parties, and only in the following cases: 1) Upon sale of such securities for the account of the Fund and receipt of payment therefor; 2) Upon the receipt of payment in connection with any repurchase agreement related to such securities entered into by the Fund; 3) In the case of a sale effected through a Securities System, in accordance with the provisions of Section 2.10 hereof; 4) To the depository agent in connection with tender or other similar offers for portfolio securities of the Fund; 5) To the issuer thereof or its agent when such securities are called, redeemed, retired or otherwise become payable; provided that, in any such case, the cash or other consideration is to be delivered to the Custodian; -3- 6) To the issuer thereof, or its agent, for transfer into the name of the Fund or into the name of any nominee or nominees of the Custodian or into the name or nominee name of any agent appointed pursuant to Section 2.9 or into the name or nominee name of any sub-custodian appointed pursuant to Article 1; or for exchange for a different number of bonds, certificates or other evidence representing the same aggregate face amount or number of units; PROVIDED that, in any such case, the new securities are to be delivered to the Custodian; 7) Upon the sale of such securities for the account of the Fund, to the broker or its clearing agent, against a receipt, for examination in accordance with "street delivery" custom; provided that in any such case, the Custodian shall have no responsibility or liability for any loss arising from the delivery of such securities prior to receiving payment for such securities except as may arise from the Custodian's own negligence or willful misconduct; 8) For exchange or conversion pursuant to any plan of merger, consolidation, -4- recapitalization, reorganization or readjustment of the securities of the issuer of such securities, or pursuant to provisions for conversion contained in such securities, or pursuant to any deposit agreement; provided that, in any such case, the new securities and cash, if any, are to be delivered to the Custodian; 9) In the case of warrants, rights or similar securities, the surrender thereof in the exercise of such warrants, rights or similar securities or the surrender of interim receipts or temporary securities for definitive securities; provided that, in any such case, the new securities and cash, if any, are to be delivered to the Custodian; 10) For delivery in connection with any loans of securities made by the Fund, BUT ONLY against receipt of adequate collateral as agreed upon from time to time by the Custodian and the Fund, which may be in the form of cash or obligations issued by the United States government, its agencies or instrumentalities, except that in connection with any loans for which collateral is to be credited to the Custodian's account in the book-entry system authorized by the U.S. -5- Department of the Treasury, the Custodian will not be held liable or responsible for the delivery of securities owned by the Fund prior to the receipt of such collateral; 11) For delivery as security in connection with any borrowings by the Fund requiring a pledge of assets by the Fund, BUT ONLY as permitted by the Investment Company Act of 1940 and against receipt of amounts borrowed; 12) For delivery in accordance with the provisions of any agreement among the Fund, the Custodian and a broker-dealer registered under the Securities Exchange Act of 1934 (the "Exchange Act") and a member of The National Association of Securities Dealers, Inc. ("NASD"), relating to compliance with the rules of The Options Clearing Corporation and of any registered national securities exchange, or of any similar organization or organizations, regarding escrow or other arrangements in connection with transactions by the Fund; 13) For delivery in accordance with the provisions of any agreement among the Fund, the Custodian, and a Futures Commission Merchant registered under the Commodity Exchange Act, relating to compliance with the -6- rules of the Commodity Futures Trading Commission and/or any Contract Market, or any similar organization or organizations, regarding account deposits in connection with transactions by the Fund; 14) Upon receipt of instructions from the transfer agent ("Transfer Agent") for the Fund, for delivery to such Transfer Agent or to the holders of shares in connection with distributions in kind, as may be described from time to time in the Fund's currently effective prospectus and statement of additional information ("prospectus"), in satisfaction of requests by holders of Shares for repurchase or redemption; and 15) For any other proper corporate purpose, BUT ONLY upon receipt of, in addition to Proper Instructions, a certified copy of a resolution of the Board of Trustees or of the Executive Committee signed by an officer of the Fund and certified by the Secretary or an Assistant Secretary, specifying the securities to be delivered, setting forth the purpose for which such delivery is to be made, declaring such purpose to be a proper corporate purpose, and naming the person or persons to whom delivery of such securities shall be made. -7- 2.3 REGISTRATION OF SECURITIES. Domestic securities held by the Custodian (other than bearer securities) shall be registered in the name of the Fund or in the name of any nominee of the Fund or of any nominee of the Custodian which nominee shall be assigned exclusively to the Fund, UNLESS the Fund has authorized in writing the appointment of a nominee to be used in commmon with other registered investment companies having the same invesment adviser as the Fund, or in the name or nominee name of any agent appointed pursuant to Section 2.9 or in the name or nominee name of any sub-custodian appointed pursuant to Article 1. All securities accepted by the Custodian on behalf of the Fund under the terms of this Contract shall be in "street name" or other good delivery form. 2.4 BANK ACCOUNTS. The Custodian shall open and maintain a separate bank account or accounts in the United States in the name of the Fund, subject only to draft or order by the Custodian acting pursuant to the terms of this Contract, and shall hold in such account or accounts, subject to the provisions hereof, all cash received by it from or for the account of the Fund, other than cash maintained by the Fund in a bank account established and used in accordance with Rule 17f-3 under the Investment Company Act of 1940. Funds held by the Custodian for the Fund may be deposited by it to its credit as Custodian in the Banking Department of the Custodian or in such other banks or trust companies as it may in its discretion deem -8- necessary or desirable; PROVIDED, however, that every such bank or trust company shall be qualified to act as a custodian under the Investment Company Act of 1940 and that each such bank or trust company and the funds to be deposited with each such bank or trust company shall be approved by vote of a majority of the Board of Trustees of the Fund. Such funds shall be deposited by the Custodian in its capacity as Custodian and shall be withdrawable by the Custodian only in that capacity. 2.5 AVAILABILITY OF FEDERAL FUNDS. Upon mutual agreement between the Fund and the Custodian, the Custodian shall, upon the receipt of Proper Instructions, make federal funds available to the Fund as of specified times agreed upon from time to time by the Fund and the Custodian in the amount of checks received in payment for Shares of the Fund which are deposited into the Fund's account. 2.6 COLLECTION OF INCOME. The Custodian shall collect on a timely basis all income and other payments with respect to United States registered securities held hereunder to which the Fund shall be entitled either by law or pursuant to custom in the securities business, and shall collect on a timely basis all income and other payments with respect to United States bearer securities if, on the date of payment by the issuer, such securities are held by the Custodian or its agent thereof and shall credit such income, as collected, to the Fund's custodian account. Without limiting the generality of the -9- foregoing, the Custodian shall detach and present for payment all coupons and other income items requiring presentation as and when they become due and shall collect interest when due on securities held hereunder. Income due the Fund on United States securities loaned pursuant to the provisions of Section 2.2 (10) shall be the responsibility of the Fund. The Custodian will have no duty or responsibility in connection therewith, other than to provide the Fund with such information or data as may be necessary to assist the Fund in arranging for the timely delivery to the Custodian of the income to which the Fund is properly entitled. 2.7 PAYMENT OF FUND MONIES. Upon receipt of Proper Instructions, which may be continuing instructions when deemed appropriate by the parties, the Custodian shall pay out monies of the Fund in the following cases only: 1) Upon the purchase of domestic securities, options, futures contracts or options on futures contracts for the account of the Fund but only (a) against the delivery of such securities, or evidence of title to such options, futures contracts or options on futures contracts, to the Custodian (or any bank, banking firm or trust company doing business in the United States or abroad which is qualified under the Investment Company Act of 1940, as amended, to act as a custodian -10- and has been designated by the Custodian as its agent for this purpose) registered in the name of the Fund or in the name of a nominee of the Custodian referred to in Section 2.3 hereof or in proper form for transfer; (b) in the case of a purchase effected through a Securities System, in accordance with the conditions set forth in Section 2.10 hereof; (c) in the case of a purchase involving the Direct Paper System, in accordance with the conditions set forth in Section 2.10A; (d) in the case of repurchase agreements entered into between the Fund and the Custodian, or another bank, or a broker-dealer which is a member of NASD, (i) against delivery of the securities either in certificate form or through an entry crediting the Custodian's account at the Federal Reserve Bank with such securities or (ii) against delivery of the receipt evidencing purchase by the Fund of securities owned by the Custodian along with written evidence of the agreement by the Custodian to repurchase such securities from the Fund or (e) for the transfer to a time deposit account of the Fund in any bank, whether domestic or foreign; such transfer may be effected prior to receipt of a -11- confirmation from a broker and/or the applicable bank pursuant to Proper Instructions from the Fund as defined in Article 5; 2) In connection with conversion, exchange or surrender of securities owned by the Fund as set forth in Section 2.2 hereof; 3) For the redemption or repurchase of Shares issued by the Fund as set forth in Article 4 hereof; 4) For the payment of any expense or liability incurred by the Fund, including but not limited to the following payments for the account of the Fund: interest, taxes, management, accounting, transfer agent and legal fees, and operating expenses of the Fund whether or not such expenses are to be in whole or part capitalized or treated as deferred expenses; 5) For the payment of any dividends declared pursuant to the governing documents of the Fund; 6) For payment of the amount of dividends received in respect of securities sold short; 7) For any other proper purpose, BUT ONLY upon receipt of, in addition to Proper Instructions, a certified copy of a -12- resolution of the Board of Trustees or of the Executive Committee of the Fund signed by an officer of the Fund and certified by its Secretary or an Assistant Secretary, specifying the amount of such payment, setting forth the purpose for which such payment is to be made, declaring such purpose to be a proper purpose, and naming the person or persons to whom such payment is to be made. 2.8 LIABILITY FOR PAYMENT IN ADVANCE OF RECEIPT OF SECURITIES PURCHASED. Except as specifically stated otherwise in this Contract, in any and every case where payment for purchase of domestic securities for the account of the Fund is made by the Custodian in advance of receipt of the securities purchased in the absence of specific written instructions from the Fund to so pay in advance, the Custodian shall be absolutely liable to the Fund for such securities to the same extent as if the securities had been received by the Custodian. 2.9 APPOINTMENT OF AGENTS. The Custodian may at any time or times in its discretion appoint (and may at any time remove) any other bank or trust company which is itself qualified under the Investment Company Act of 1940, as amended, to act as a custodian, as its agent to carry out such of the provisions of this Article 2 as the Custodian may from time to time direct; PROVIDED, however, that the appointment of any agent shall not relieve the Custodian of its responsibilities or liabilities hereunder. -13- 2.10 DEPOSIT OF SECURITIES IN SECURITIES SYSTEMS. The Custodian may deposit and/or maintain domestic securities owned by the Fund in a clearing agency registered with the Securities and Exchange Commission under Section 17A of the Securities Exchange Act of 1934, which acts as a securities depository, or in the book-entry system authorized by the U.S. Department of the Treasury and certain federal agencies, collectively referred to herein as "Securities System" in accordance with applicable Federal Reserve Board and Securities and Exchange Commission rules and regulations, if any, and subject to the following provisions: 1) The Custodian may keep domestic securities of the Fund in a Securities System provided that such securities are represented in an account ("Account") of the Custodian in the Securities System which shall not include any assets of the Custodian other than assets held as a fiduciary, custodian or otherwise for customers; 2) The records of the Custodian with respect to domestic securities of the Fund which are maintained in a Securities System shall identify by book-entry those securities belonging to the Fund; 3) The Custodian shall pay for domestic securities purchased for the account of the -14- Fund upon (i) receipt of advice from the Securities System that such securities have been transferred to the Account, and (ii) the making of an entry on the records of the Custodian to reflect such payment and transfer for the account of the Fund. The Custodian shall transfer domestic securities sold for the account of the Fund upon (i) receipt of advice from the Securities System that payment for such securities has been transferred to the Account, and (ii) the making of an entry on the records of the Custodian to reflect such transfer and payment for the account of the Fund. Copies of all advices from the Securities System of transfers of domestic securities for the account of the Fund shall identify the Fund, be maintained for the Fund by the Custodian and be provided to the Fund at its request. Upon request, the Custodian shall furnish the Fund confirmation of each transfer to or from the account of the Fund in the form of a written advice or notice and shall furnish to the Fund copies of daily transaction sheets reflecting each day's transactions in the Securities System for the account of the Fund. 4) The Custodian shall provide the Fund with any -15- report obtained by the Custodian on the Securities System's accounting system, internal accounting control and procedures for safeguarding domestic securities deposited in the Securities System; 5) The Custodian shall have received the initial or annual certificate, as the case may be, required by Article 13 hereof; 6) Anything to the contrary in this Contract notwithstanding, the Custodian shall be liable to the Fund for any loss or damage to the Fund resulting from use of the Securities System by reason of any negligence, misfeasance or misconduct of the Custodian or any of its agents or of any of its or their employees or from failure of the Custodian or any such agent to enforce effectively such rights as it may have against the Securities System; at the election of the Fund, it shall be entitled to be subrogated to the rights of the Custodian with respect to any claim against the Securities System or any other person which the Custodian may have as a consequence of any such loss or damage if and to the extent that the Fund has not been made whole for any such loss or damage. -16- 2.10A FUND ASSETS HELD IN THE CUSTODIAN'S DIRECT PAPER SYSTEM. The Custodian may deposit and/or maintain securities owned by the Fund in the Direct Paper System of the Custodian subject to the following provisions: 1) No transaction relating to securities in the Direct Paper System will be effected in the absence of Proper Instructions; 2) The Custodian may keep securities of the Fund in the Direct Paper System only if such securities are represented in an account ("Account") of the Custodian in the Direct Paper System which shall not include any assets of the Custodian other than assets held as a fiduciary, custodian or otherwise for customers; 3) The records of the Custodian with respect to securities of the Fund which are maintained in the Direct Paper System shall identify by book-entry those securities belonging to the Fund; 4) The Custodian shall pay for securities purchased for the account of the Fund upon the making of an entry on the records of the Custodian to reflect such payment and transfer of securities to the account of the Fund. The Custodian shall transfer securities sold for the account of the Fund -17- upon the making of an entry on the records of the Custodian to reflect such transfer and receipt of payment for the account of the Fund; 5) The Custodian shall furnish the Fund confirmation of each transfer to or from the account of the Fund, in the form of a written advice or notice, of Direct Paper on the next business day following such transfer and shall furnish to the Fund copies of daily transaction sheets reflecting each day's transaction in the Securities System for the account of the Fund; 6) The Custodian shall provide the Fund with any report on its system of internal accounting control as the Fund may reasonably request from time to time;" 2.11 SEGREGATED ACCOUNT. The Custodian shall upon receipt of Proper Instructions establish and maintain a segregated account or accounts for and on behalf of the Fund, into which account or accounts may be transferred cash and/or securities, including securities maintained in an account by the Custodian pursuant to Section 2.10 hereof, (i) in accordance with the provisions of any agreement among the Fund, the Custodian and a broker-dealer registered under the Exchange Act and a member of the NASD (or any futures commission merchant registered under the Commodity -18- Exchange Act), relating to compliance with the rules of The Options Clearing Corporation and of any registered national securities exchange (or the Commodity Futures Trading Commission or any registered contract market), or of any similar organization or organizations, regarding escrow or other arrangements in connection with transactions by the Fund, (ii) for purposes of segregating cash or government securities in connection with options purchased, sold or written by the Fund or commodity futures contracts or options thereon purchased or sold by the Fund, (iii) for the purposes of compliance by the Fund with the procedures required by Investment Company Act Release No. 10666, or any subsequent release or releases of the Securities and Exchange Commission relating to the maintenance of segregated accounts by registered investment companies and (iv) for other proper corporate purposes, BUT ONLY, in the case of clause (iv), upon receipt of, in addition to Proper Instructions, a certified copy of a resolution of the Board of Trustees or of the Executive Committee signed by an officer of the Fund and certified by the Secretary or an Assistant Secretary, setting forth the purpose or purposes of such segregated account and declaring such purposes to be proper corporate purposes. 2.12 OWNERSHIP CERTIFICATES FOR TAX PURPOSES. The Custodian shall execute ownership and other certificates and affidavits for all federal and state tax purposes in -19- connection with receipt of income or other payments with respect to domestic securities of the Fund held by it and in connection with transfers of such securities. 2.13 PROXIES. The Custodian shall, with respect to the domestic securities held hereunder, cause to be promptly executed by the registered holder of such securities, if the securities are registered otherwise than in the name of the Fund or a nominee of the Fund, all proxies, without indication of the manner in which such proxies are to be voted, and shall promptly deliver to the Fund such proxies, all proxy soliciting materials and all notices relating to such securities. 2.14 COMMUNICATIONS RELATING TO FUND PORTFOLIO SECURITIES. The Custodian shall transmit promptly to the Fund all written information (including, without limitation, pendency of calls and maturities of domestic securities and expirations of rights in connection therewith and notices of exercise of call and put options written by the Fund and the maturity of futures contracts purchased or sold by the Fund) received by the Custodian from issuers of the domestic securities being held for the Fund. With respect to tender or exchange offers, the Custodian shall transmit promptly to the Fund all written information received by the Custodian from issuers of the domestic securities whose tender or exchange is sought and from the party (or his agents) making the tender or exchange offer. If the Fund desires to take action with -20- respect to any tender offer, exchange offer or any other similar transaction, the Fund shall notify the Custodian at least three business days prior to the date on which the Custodian is to take such action. 2.15 REPORTS TO FUND BY INDEPENDENT PUBLIC ACCOUNTANTS. The Custodian shall provide the Fund, at such times as the Fund may reasonably require, with reports by independent public accountants on the accounting system, internal accounting control and procedures for safeguarding securities, futures contracts and options on futures contracts, including domestic securities deposited and/or maintained in a Securities System, relating to the services provided by the Custodian under this Contract; such reports shall be of sufficient scope and in sufficient detail, as may reasonably be required by the Fund to provide reasonable assurance that any material inadequacies would be disclosed by such examination, and, if there are no such inadequacies, the reports shall so state. 3. DUTIES OF THE CUSTODIAN WITH RESPECT TO PROPERTY OF THE FUND HELD OUTSIDE OF THE UNITED STATES. 3.1 APPOINTMENT OF FOREIGN SUB-CUSTODIANS. The Fund hereby authorizes and instructs the Custodian to employ as sub-custodians for the Fund's securities and other assets maintained outside the United States the foreign banking institutions and foreign securities depositories designated on Schedule A hereto ("foreign -21- sub-custodians"). Upon receipt of "Proper Instructions", as defined in Section 5 of this Contract, together with a certified resolution of the Fund's Board of Trustees, the Custodian and the Fund may agree to amend Schedule A hereto from time to time to designate additional foreign banking institutions and foreign securities depositories to act as sub-custodian. Upon receipt of Proper Instructions, the Fund may instruct the Custodian to cease the employment of any one or more such sub-custodians for maintaining custody of the Fund's assets. 3.2 ASSETS TO BE HELD. The Custodian shall limit the securities and other assets maintained in the custody of the foreign sub-custodians to: (a) "foreign securities", as defined in paragraph (c)(1) of Rule 17f-5 under the Investment Company Act of 1940, and (b) cash and cash equivalents in such amounts as the Custodian or the Fund may determine to be reasonably necessary to effect the Fund's foreign securities transactions. 3.3 FOREIGN SECURITIES DEPOSITORIES. Except as may otherwise be agreed upon in writing by the Custodian and the Fund, assets of the Fund shall be maintained in foreign securities depositories only through arrangements implemented by the foreign banking institutions serving as sub-custodians pursuant to the terms hereof. Where possible, such arrangements shall include entry into agreements containing the provisions set forth in Section 3.5 hereof. -22- 3.4 SEGREGATION OF SECURITIES The Custodian shall identify on its books as belonging to the Fund, the foreign securities of the Fund held by each foreign sub-custodian. Each agreement pursuant to which the Custodian employs a foreign banking institution shall require that such institution establish a custody account for the Custodian on behalf of the Fund and physically segregate in that account, securities and other assets of the Fund, and, in the event that such institution deposits the Fund's securities in a foreign securities depository, that it shall identify on its books as belonging to the Custodian, as agent for the Fund, the securities so deposited. 3.5 AGREEMENTS WITH FOREIGN BANKING INSTITUTIONS. Each agreement with a foreign banking institution shall be substantially in the form set forth in Exhibit 1 hereto and shall provide that: (a) the Fund's assets will not be subject to any right, charge, security interest, lien or claim of any kind in favor of the foreign banking institution or its creditors or agent, except a claim of payment for their safe custody or administration; (b) beneficial ownership of the Fund's assets will be freely transferable without the payment of money or value other than for custody or administration; (c) adequate records will be maintained identifying the assets as belonging to the Fund; (d) officers of or auditors employed by, or other representatives of the Custodian, including to the -23- extent permitted under applicable law the independent public accountants for the Fund, will be given access to the books and records of the foreign banking institution relating to its actions under its agreement with the Custodian; and (e) assets of the Fund held by the foreign sub-custodian will be subject only to the instructions of the Custodian or its agents. 3.6 ACCESS OF INDEPENDENT ACCOUNTANTS OF THE FUND. Upon request of the Fund, the Custodian will use its best efforts to arrange for the independent accountants of the Fund to be afforded access to the books and records of any foreign banking institution employed as a foreign sub-custodian insofar as such books and records relate to the performance of such foreign banking institution under its agreement with the Custodian. 3.7 REPORTS BY CUSTODIAN. The Custodian will supply to the Fund from time to time, as mutually agreed upon, statements in respect of the securities and other assets of the Fund held by foreign sub- custodians, including but not limited to an identification of entities having possession of the Fund's securities and other assets and advices or notifications of any transfers of securities to or from each custodial account maintained by a foreign banking institution for the Custodian on behalf of the Fund indicating, as to securities acquired for the Fund, the identity of the entity having physical possession of such securities. -24- 3.8 TRANSACTIONS IN FOREIGN CUSTODY ACCOUNT. (a) Except as otherwise provided in paragraph (b) of this Section 3.8, the provision of Sections 2.2 and 2.7 of this Contract shall apply, MUTATIS MUTANDIS to the foreign securities of the Fund held outside the United States by foreign sub-custodians. (b) Notwithstanding any provision of this Contract to the contrary, settlement and payment for securities received for the account of the Fund and delivery of securities maintained for the account of the Fund may be effected in accordance with the customary established securities trading or securities processing practices and procedures in the jurisdiction or market in which the transaction occurs, including, without limitation, delivering securities to the purchaser thereof or to a dealer therefor (or an agent for such purchaser or dealer) against a receipt with the expectation of receiving later payment for such securities from such purchaser or dealer. (c) Securities maintained in the custody of a foreign sub-custodian may be maintained in the name of such entity's nominee to the same extent as set forth in Section 2.3 of this Contract, and the Fund agrees to hold any such nominee harmless from any liability as a holder of record of such securities. 3.9 LIABILITY OF FOREIGN SUB-CUSTODIANS. Each agreement pursuant to which the Custodian employs a foreign banking institution as a foreign sub- custodian shall require the -25- institution to exercise reasonable care in the performance of its duties and to indemnify, and hold harmless, the Custodian and each Fund from and against any loss, damage, cost, expense, liability or claim arising out of or in connection with the institution's performance of such obligations. At the election of the Fund, it shall be entitled to be subrogated to the rights of the Custodian with respect to any claims against a foreign banking institution as a consequence of any such loss, damage, cost, expense, liability or claim if and to the extent that the Fund has not been made whole for any such loss, damage, cost, expense, liability or claim. 3.10 LIABILITY OF CUSTODIAN. The Custodian shall be liable for the acts or omissions of a foreign banking institution to the same extent as set forth with respect to sub-custodians generally in this Contract and, regardless of whether assets are maintained in the custody of a foreign banking institution, a foreign securities depository or a branch of a U.S. bank as contemplated by paragraph 3.13 hereof, the Custodian shall not be liable for any loss, damage, cost, expense, liability or claim resulting from nationalization, expropriation, currency restrictions, or acts of war or terrorism or any loss where the sub-custodian has otherwise exercised reasonable care. Notwithstanding the foregoing provisions of this paragraph 3.10, in delegating custody duties to State Street London Ltd., -26- the Custodian shall not be relieved of any responsibility to the Fund for any loss due to such delegation, except such loss as may result from (a) political risk (including, but not limited to, exchange control restrictions, confiscation, expropriation, nationalization, insurrection, civil strife or armed hostilities) or (b) other losses (excluding a bankruptcy or insolvency of State Street London Ltd. not caused by political risk) due to Acts of God, nuclear incident or other losses under circumstances where the Custodian and State Street London Ltd. have exercised reasonable care. 3.11 REIMBURSEMENT FOR ADVANCES. If the Fund requires the Custodian to advance cash or securities for any purpose including the purchase or sale of foreign exchange or of contracts for foreign exchange, or in the event that the Custodian or its nominee shall incur or be assessed any taxes, charges, expenses, assessments, claims or liabilities in connection with the performance of this Contract, except such as may arise from its or its nominee's own negligent action, negligent failure to act or willful misconduct, any property at any time held for the account of the Fund shall be security therefor and should the Fund fail to repay the Custodian promptly, the Custodian shall be entitled to utilize available cash and to dispose of the Fund assets to the extent necessary to obtain reimbursement, but only to the extent permitted by the Investment Company Act of 1940. -27- 3.12 MONITORING RESPONSIBILITIES. The Custodian shall furnish annually to the Fund, during the month of June, information concerning the foreign sub-custodians employed by the Custodian. Such information shall be similar in kind and scope to that furnished to the Fund in connection with the initial approval of this Contract. In addition, the Custodian will promptly inform the Fund in the event that the Custodian learns of a material adverse change in the financial condition of a foreign sub-custodian or any material loss of the assets of the Fund or in the case of any foreign sub-custodian not the subject of an exemptive order from the Securities and Exchange Commission is notified by such foreign sub-custodian that there appears to be a substantial likelihood that its shareholders' equity will decline below $200 million (U.S. dollars or the equivalent thereof) or that its shareholders' equity has declined below $200 million (in each case computed in accordance with generally accepted U.S. accounting principles). 3.13 BRANCHES OF U.S. BANKS. (a) Except as otherwise set forth in this Contract, the provisions hereof shall not apply where the custody of the Fund assets are maintained in a foreign branch of a banking institution which is a "bank" as defined by Section 2(a)(5) of the Investment Company Act of 1940 meeting the qualification set forth in Section 26(a) of said Act. The appointment of any such branch as a -28- sub-custodian shall be governed by paragraph 1 of this Contract. (b) Cash held for the Fund in the United Kingdom shall be maintained in an interest bearing account established for the Fund with the Custodian's London branch, which account shall be subject to the direction of the Custodian, State Street London Ltd. or both. 4. PAYMENTS FOR REPURCHASES OR REDEMPTIONS AND SALES OF SHARES OF THE FUND From such funds as may be available for the purpose but subject to the limitations of the Declaration of Trust and any applicable votes of the Board of Trustees of the Fund pursuant thereto, the Custodian shall, upon receipt of instructions from the Transfer Agent, make funds available for payment to holders of Shares who have delivered to the Transfer Agent a request for redemption or repurchase of their Shares. In connection with the redemption or repurchase of Shares of the Fund, the Custodian is authorized upon receipt of instructions from the Transfer Agent to wire funds to or through a commercial bank designated by the redeeming shareholders. In connection with the redemption or repurchase of Shares of the Fund, the Custodian shall honor checks drawn on the Custodian by a holder of Shares, which checks have been furnished by the Fund to the holder of Shares, when presented to the Custodian in accordance with such procedures and controls as are mutually agreed upon from time to time between the Fund and the Custodian. The Custodian shall receive from the distributor for the -29- Fund's Shares or from the Transfer Agent of the Fund and deposit into the Fund's account such payments as are received for Shares of the Fund issued or sold from time to time by the Fund. The Custodian will provide timely notification to the Fund and the Transfer Agent of any receipt by it of payments for Shares of the Fund. 5. PROPER INSTRUCTIONS Proper Instructions as used herein means a writing signed or initialled by one or more person or persons as the Board of Trustees shall have from time to time authorized. Each such writing shall set forth the specific transaction or type of transaction involved, including a specific statement of the purpose for which such action is requested. Oral instructions will be considered Proper Instructions if the Custodian reasonably believes them to have been given by a person authorized to give such instructions with respect to the transaction involved. The Fund shall cause all oral instructions to be confirmed in writing. Upon receipt of a certificate of the Secretary or an Assistant Secretary as to the authorization by the Board of Trustees of the Fund accompanied by a detailed description of procedures approved by the Board of Trustees, Proper Instructions may include communications effected directly between electro-mechanical or electronic devices provided that the Board of Trustees and the Custodian are satisfied that such procedures afford adequate safeguards for the Fund's assets. For purposes of this Section, Proper Instructions shall include instructions received by the Custodian pursuant to any -30- three-party agreement which requires a segregated asset account in accordance with Section 2.11. 6. ACTIONS PERMITTED WITHOUT EXPRESS AUTHORITY The Custodian may in its discretion, without express authority from the Fund: 1) make payments to itself or others for minor expenses of handling securities or other similar items relating to its duties under this Contract, PROVIDED that all such payments shall be accounted for to the Fund; 2) surrender securities in temporary form for securities in definitive form; 3) endorse for collection, in the name of the Fund, checks, drafts and other negotiable instruments; and 4) in general, attend to all non-discretionary details in connection with the sale, exchange, substitution, purchase, transfer and other dealings with the securities and property of the Fund except as otherwise directed by the Board of Trustees of the Fund. 7. EVIDENCE OF AUTHORITY The Custodian shall be protected in acting upon any instructions, notice, request, consent, certificate or other instrument or paper believed by it to be genuine and to have been properly executed by or on behalf of the Fund. The Custodian may receive and accept a certified copy of a vote of the Board of Trustees of the Fund as conclusive evidence (a) of the authority of any person to act in accordance with such vote or (b) of any determination or of any action by the Board of Trustees pursuant -31- to the Declaration of Trust as described in such vote, and such vote may be considered as in full force and effect until receipt by the Custodian of written notice to the contrary. 8. DUTIES OF CUSTODIAN WITH RESPECT TO THE BOOKS OF ACCOUNT AND CALCULATION OF NET ASSET VALUE AND NET INCOME The Custodian shall cooperate with and supply necessary information to the entity or entities appointed by the Board of Trustees of the Fund to keep the books of account of the Fund and/or compute the net asset value per share of the outstanding shares of the Fund or, if directed in writing to do so by the Fund, shall itself keep such books of account and/or compute such net asset value per share. If so directed, the Custodian shall also calculate daily the net income of the Fund as described in the Fund's currently effective prospectus and shall advise the Fund and the Transfer Agent daily of the total amounts of such net income and, if instructed in writing by an officer of the Fund to do so, shall advise the Transfer Agent periodically of the division of such net income among its various components. The calculations of the net asset value per share and the daily income of the Fund shall be made at the time or times described from time to time in the Fund's currently effective prospectus. 9. RECORDS The Custodian shall create and maintain all records relating to its activities and obligations under this Contract in such manner as will meet the obligations of the Fund under the Investment Company Act of 1940, with particular attention to Section 31 thereof and Rules 31a-1 and 31a-2 thereunder, -32- applicable federal and state tax laws and any other law or administrative rules or procedures which may be applicable to the Fund. All such records shall be the property of the Fund and shall at all times during the regular business hours of the Custodian be open for inspection by duly authorized officers, employees or agents of the Fund and employees and agents of the Securities and Exchange Commission. The Custodian shall, at the Fund's request, supply the Fund with a tabulation of securities owned by the Fund and held by the Custodian and shall, when requested to do so by the Fund and for such compensation as shall be agreed upon between the Fund and the Custodian, include certificate numbers in such tabulations. 10. OPINION OF FUND'S INDEPENDENT ACCOUNTANT The Custodian shall take all reasonable action, as the Fund may from time to time request, to obtain from year to year favorable opinions from the Fund's independent accountants with respect to its activities hereunder in connection with the preparation of the Fund's Form N-1A, and Form N-SAR or other annual reports to the Securities and Exchange Commission and with respect to any other requirements of such Commission. 11. COMPENSATION OF CUSTODIAN The Custodian shall be entitled to reasonable compensation for its services and expenses as Custodian, as agreed upon from time to time between SEI Financial Management Corporation and the Custodian, as reflected in a letter agreement dated _____ between the parties. 12. RESPONSIBILITY OF CUSTODIAN So long as and to the extent that it is in the exercise of reasonable care, the Custodian shall not be responsible for -33- the title, validity or genuineness of any property or evidence of title thereto received by it or delivered by it pursuant to this Contract and shall be held harmless in acting upon any notice, request, consent, certificate or other instrument reasonably believed by it to be genuine and to be signed by the proper party or parties, including any futures commission merchant acting pursuant to the terms of a three-party futures or options agreement. The Custodian shall be held to the exercise of reasonable care in carrying out the provisions of this Contract, but shall be kept indemnified by and shall be without liability to the Fund for any action taken or omitted by it in good faith without negligence. It shall be entitled to rely on and may act upon advice of counsel (who may be counsel for the Fund) on all matters, and shall be without liability for any action reasonably taken or omitted pursuant to such advice. Notwithstanding the foregoing, the responsibility of the Custodian with respect to redemptions effected by check shall be in accordance with a separate Agreement entered into between the Custodian and the Fund. The Custodian shall be liable for the acts or omissions of a foreign banking institution appointed pursuant to the provisions of Article 3 to the same extent as set forth in Article 1 hereof with respect to sub-custodians located in the United States and, regardless of whether assets are maintained in the custody of a foreign banking institution, a foreign securities depository or a branch of a U.S. bank as contemplated by paragraph 3.11 hereof, the Custodian shall not be liable for -34- any loss, damage, cost, expense, liability or claim resulting from, or caused by, the direction of or authorization by the Fund to maintain custody or any securities or cash of the Fund in a foreign country including, but not limited to, losses resulting from nationalization, expropriation, currency restrictions, or acts of war or terrorism. If the Fund requires the Custodian to take any action with respect to securities, which action involves the payment of money or which action may, in the opinion of the Custodian, result in the Custodian or its nominee assigned to the Fund being liable for the payment of money or incurring liability of some other form, the Fund, as a prerequisite to requiring the Custodian to take such action, shall provide indemnity to the Custodian in an amount and form satisfactory to it. If the Fund requires the Custodian to advance cash or securities for any purpose or in the event that the Custodian or its nominee shall incur or be assessed any taxes, charges, expenses, assessments, claims or liabilities in connection with the performance of this Contract, except such as may arise from its or its nominee's own negligent action, negligent failure to act or willful misconduct, any property at any time held for the account of the Fund shall be security therefor and should the Fund fail to repay the Custodian promptly, the Custodian shall be entitled to utilize available cash and to dispose of the Fund assets to the extent necessary to obtain reimbursement, but only to the extent permitted by the Investment Company Act of 1940. -35- 13. EFFECTIVE PERIOD, TERMINATION AND AMENDMENT This Contract shall become effective as of its execution, shall continue in full force and effect until terminated as hereinafter provided, may be amended at any time by mutual agreement of the parties hereto and may be terminated by either party by an instrument in writing delivered or mailed, postage prepaid to the other party, such termination to take effect not sooner than thirty (30) days after the date of such delivery or mailing; PROVIDED, however that the Custodian shall not act under Section 2.10 hereof in the absence of receipt of an initial certificate of the Secretary or an Assistant Secretary that the Board of Trustees of the Fund has approved the initial use of a particular Securities System and the receipt of an annual certificate of the Secretary or an Assistant Secretary that the Board of Trustees has reviewed the use by the Fund of such Securities System, as required in each case by Rule 17f-4 under the Investment Company Act of 1940, as amended and that the Custodian shall not act under Section 2.10A hereof in the absence of receipt of an initial certificate of the Secretary or an Assistant Secretary that the Board of Trustees has approved the initial use of the Direct Paper System and the receipt of an annual certificate of the Secretary or an Assistant Secretary that the Board of Trustees has reviewed the use by the Fund of the Direct Paper System; PROVIDED FURTHER, however, that the Fund shall not amend or terminate this Contract in contravention of any applicable federal or state regulations, or any provision of the Declaration of Trust, and further provided, that the Fund may -36- at any time by action of its Board of Trustees (i) substitute another bank or trust company for the Custodian by giving notice as described above to the Custodian, or (ii) immediately terminate this Contract in the event of the appointment of a conservator or receiver for the Custodian by the Comptroller of the Currency or upon the happening of a like event at the direction of an appropriate regulatory agency or court of competent jurisdiction. Upon termination of the Contract, the Fund shall pay to the Custodian such compensation as may be due as of the date of such termination and shall likewise reimburse the Custodian for its costs, expenses and disbursements. 14. SUCCESSOR CUSTODIAN If a successor custodian shall be appointed by the Board of Trustees of the Fund, the Custodian shall, upon termination, deliver to such successor custodian at the office of the Custodian, duly endorsed and in the form for transfer, all securities then held by it hereunder and shall transfer to an account of the successor custodian all of the Fund's securities held in a Securities System. If no such successor custodian shall be appointed, the Custodian shall, in like manner, upon receipt of a certified copy of a vote of the Board of Trustees of the Fund, deliver at the office of the Custodian and transfer such securities, funds and other properties in accordance with such vote. In the event that no written order designating a successor custodian or certified copy of a vote of the Board of -37- Directors shall have been delivered to the Custodian on or before the date when such termination shall become effective, then the Custodian shall have the right to deliver to a bank or trust company, which is a "bank" as defined in the Investment Company Act of 1940, doing business in Boston, Massachusetts, of its own selection, having an aggregate capital, surplus, and undivided profits, as shown by its last published report, of not less than $25,000,000, all securities, funds and other properties held by the Custodian and all instruments held by the Custodian relative thereto and all other property held by it under this Contract and to transfer to an account of such successor custodian all of the Fund's securities held in any Securities System. Thereafter, such bank or trust company shall be the successor of the Custodian under this Contract. In the event that securities, funds and other properties remain in the possession of the Custodian after the date of termination hereof owing to failure of the Fund to procure the certified copy of the vote referred to or of the Board of Trustees to appoint a successor custodian, the Custodian shall be entitled to fair compensation for its services during such period as the Custodian retains possession of such securities, funds and other properties and the provisions of this Contract relating to the duties and obligations of the Custodian shall remain in full force and effect. 15. INTERPRETIVE AND ADDITIONAL PROVISIONS In connection with the operation of this Contract, the Custodian and the Fund may from time to time agree on such -38- provisions interpretive of or in addition to the provisions of this Contract as may in their joint opinion be consistent with the general tenor of this Contract. Any such interpretive or additional provisions shall be in a writing signed by both parties and shall be annexed hereto, PROVIDED that no such interpretive or additional provisions shall contravene any applicable federal or state regulations or any provision of the Declaration of Trust of the Fund. No interpretive or additional provisions made as provided in the preceding sentence shall be deemed to be an amendment of this Contract. 16. MASSACHUSETTS LAW TO APPLY This Contract shall be construed and the provisions thereof interpreted under and in accordance with laws of The Commonwealth of Massachusetts. 17. PRIOR CONTRACTS This Contract supersedes and terminates, as of the date hereof, all prior contracts between the Fund and the Custodian relating to the custody of the Fund's assets. -39- IN WITNESS WHEREOF, each of the parties has caused this instrument to be executed in its name and behalf by its duly authorized representative and its seal to be hereunder affixed as of the 17th day of October, 1988. ATTEST SEI WEALTH MANAGEMENT TRUST /s/ Signature appears here By /s/ Signature appears here - ----------------------------- --------------------------------- ATTEST STATE STREET BANK AND TRUST COMPANY /s/ Signature appears here By /s/ Signature appears here - ----------------------------- --------------------------------- Assistant Secretary Vice President -40- EX-99.B8(B) 6 EXHIBIT 99.B8(B) Exhibit 99.B8(b) CUSTODIAN AGREEMENT This Agreement, dated as of the 15th day of June, 1993 by and between SEI International Trust (the "Trust"), a business trust operating as an open-end investment company, duly organized under the laws of the Commonwealth of Massachusetts and The Chase Manhatten Bank, N.A.; WITNESSETH: WHEREAS, the Trust desires to deposit cash and securities with The Chase Manhatten Bank, N.A. as custodian; and WHEREAS, The Chase Manhatten Bank N.A. is qualified and authorized to act as custodian for the cash and securities of an open-end investment company and is willing to act in such capacity upon the terms and conditions herein set forth; NOW, THEREFORE, in consideration of the premises and of the mutual covenants herein contained, the parties hereto, intending to be legally bound, do hereby agree as follows: SECTION 1. The terms as defined in this Section wherever used in this Agreement, or in any amendment or supplement hereto, shall have meanings herein specified unless the context otherwise requires. CUSTODIAN: The term Custodian shall mean The Chase Manhatten Bank, N.A. in its capacity as Custodian for the International Bond Portfolio and such other Portfolios as may be determined by the Trust from time to time under this Agreement. PROPER INSTRUCTIONS: For purposes of this Agreement the Custodian shall be deemed to have received Proper Instructions upon receipt of written (including instructions received by means of computer terminals), telephone or telegraphic instructions from a person or persons authorized from time to time by the Trustees of the Trust to give the particular class of instructions. Telephone or telegraphic instructions shall be confirmed in writing by such person or persons as said Trustees or said Board of Directors shall have from time to time authorized to give the particular class of instructions in question. The Custodian may act upon telephone or telegraphic instructions without awaiting receipt of written confirmation, and shall not be liable for the Trust's or such investment adviser's failure to confirm such instructions in writing. SHAREHOLDERS: The term Shareholders shall mean the registered owners from time to time of the Shares of the Trust in accordance with the registry records maintained by the Trust or agents on its behalf. SHARES: The term Shares of the Trust shall mean the units of beneficial interest of the 1 Trust. SECTION 2. The Trust shall from time to time file with the Custodian a certified copy of each resolution of its Board of Trustees authorizing the person or persons to give Proper Instructions (as defined in Section 1) and specifying the class of instructions that may be given by each person to the Custodian under this Agreement, together with certified signatures of such persons authorized to sign, which shall constitute conclusive evidence of the authority of the officers and signatories designated therein to act, and shall be considered in full force and effect with the Custodian fully protected in acting in reliance thereon until it receives written notice to the contrary; provided, however, that if the certifying officer is authorized to give Proper Instructions, the certification shall be also signed by a second officer of the Trust. SECTION 3. The Trust hereby appoints the Custodian as custodian of cash and securities from time to time on deposit hereunder, to be held by the Custodian and applied as provided in this Agreement. The Custodian hereby accepts such appointment subject to the terms and conditions hereinafter provided. Such cash and securities shall, however, be segregated from the assets of others and shall be and remain the sole property of the Trust and the Custodian shall have only the bare custody thereof. The Custodian may perform some or all of its duties hereunder through a subcustodian. The Custodian may deposit the Trust's portfolio securities with a U.S. securities depository or in U.S. Federal book-entry systems pursuant to rules and regulations of the Securities and Exchange Commission. SECTION 4. The Trust will make an initial deposit of cash to be held and applied by the Custodian hereunder. Thereafter the Trust will cause to be deposited with the Custodian hereunder the applicable net asset value of Shares sold from time to time whether representing initial issue, other stock or reinvestments of dividends and/or distributions payable to Shareholders. SECTION 5. The Custodian is hereby authorized and directed to disburse cash from time to time upon receipt of and in accordance with Proper Instructions. SECTION 6. The Custodian's compensation shall be as set forth in Schedule A hereto attached, or as shall be set forth in amendments to such schedule approved by the Trust and the Custodian. SECTION 7. In connection with its functions under this Agreement, the Custodian shall: (a) render to the Trust a daily report of all monies received or paid on behalf of the Trust. 2 (b) create, maintain and retain all records relating to its activities and obligations under this Agreement in such manner as will meet the obligations of the Trust with respect to said Custodian's activities in accordance with generally accepted accounting principles. All records maintained by the Custodian in connection with the performance of its duties under this Agreement will remain the property of the Trust and in the event of termination of this Agreement will be relinquished to the Trust. SECTION 8. No liability of any kind shall be attached to or incurred by the Custodian by reason of its custody of the assets held by it from time to time under this Agreement, or otherwise by reason of its position as Custodian hereunder except only for its own negligence, bad faith, or willful misconduct in the performance of its duties as specifically set forth in the Agreement. Without limiting the generality of the foregoing sentence, the Custodian: (a) may rely upon the advice of counsel, who may be counsel for the Trust or for the Custodian, and upon statements of accountants, brokers and other persons believed by it in good faith to be expert in the matters upon which they are consulted; and for any action taken or suffered in good faith based upon such advice or statements the Custodian shall not be liable to anyone; (b) shall not be liable for anything done or suffered to be done in good faith in accordance with any request or advice of, or based upon information furnished by, the Trust or its authorized officers or agents; (c) is authorized to accept a certificate of the Secretary or Assistant Secretary of the Trust, or Proper Instructions, to the effect that a resolution in the form submitted has been duly adopted by its Board of Trustees or by the Shareholders, as conclusive evidence that such resolution has been duly adopted and is in full force and effect; (d) may rely and shall be protected in acting upon any signature, written (including telegraph or other mechanical) instructions, request, letter of transmittal, certificate, opinion of counsel, statement, instrument, report, notice, consent, order, or other paper or document reasonably believed by it to be genuine and to have been signed, forwarded or presented by the purchaser, Trust or other proper party or parties. SECTION 9. The Trust, its successors and assigns hereby indemnify and hold harmless the Custodian, its successors and assigns, of and from any and all liability whatsoever arising out of or in connection with the Custodian's status, acts, or omissions under this Agreement, except only for liability arising out of the Custodian's own negligence, bad faith, or willful misconduct in the performance of its duties specifically set forth in this Agreement. 3 Without limiting the generality of the foregoing, the Trust, its successors and assigns do hereby fully indemnify and hold harmless the Custodian its successors and assigns, from any and all loss, liability, claims, demand, actions, suits and expenses of any nature as the same may arise from the failure of the Trust to comply with any law, rule, regulation or order of the United States, any state or any other jurisdiction, governmental authority, body, or board relating to the sale, registration, qualification of units of beneficial interest in the Trust, or from the failure of the Trust to perform any duty or obligation under this Agreement. Upon written request of the Custodian, the Trust shall assume the entire defense of any claim subject to the foregoing indemnity, or the joint defense with the Custodian of such claim, as the Custodian shall request. The indemnities and defense provisions of this Section 9 shall indefinitely survive termination of this Agreement. SECTION 10. This Agreement may be amended from time to time without notice to or approval of the Shareholders by a supplemental agreement executed by the Trust and the Custodian and amending and supplementing this Agreement in the manner mutually agreed. SECTION 11. Either the Trust or the Custodian may give one hundred twenty (120) days written notice to the other of the termination of this Agreement, such termination to take effect at the time specified in the notice. In case such notice of termination is given either by the Trust or by the Custodian, the Trustees of the Trust shall, by resolution duly adopted, promptly appoint a Successor Custodian which Successor Custodian shall be a bank, trust company, or a bank and trust company in good standing, with legal capacity to accept custody of the cash and securities of a mutual fund. Upon receipt of written notice from the Trust of the appointment of such successor and upon receipt of Proper Instructions, the Custodian shall deliver such cash and securities as it may then be holding hereunder directly and only to the Successor Custodian. Unless or until a Successor Custodian has been appointed as above provided, the Custodian then acting shall continue to act as Custodian under this Agreement. Every Successor Custodian appointed hereunder shall execute and deliver an appropriate written acceptance of its appointment and shall thereupon become vested with the rights, powers, obligations and custody of its predecessor Custodian. The Custodian ceasing to act shall nevertheless, upon request of the Trust and the Successor Custodian and upon payment of its charges and disbursements, execute an instrument in form approved by its counsel transferring to the Successor Custodian all the predecessor Custodian's rights, duties, obligations and custody. In case the Custodian shall consolidate with or merge into any other corporation, the corporation remaining after or resulting from such consolidation or merger shall ipso facto without the execution or filing of any papers or other documents, succeed to and be 4 substituted for the Custodian with like effect as though originally named as such. SECTION 12. This Agreement shall take effect when assets of the Trust are first delivered to the Custodian. SECTION 13. This Agreement may be executed in two or more counterparts, each of which when so executed shall be deemed to an original, but such counterparts shall together constitute but one and the same instrument. SECTION 14. A copy of the Declaration of Trust of the Trust is on file with the Secretary of the Commonwealth of Massachusetts, and notice is hereby given that this instrument is executed on behalf of the Trustees of the Trust as Trustees and not individually and that the obligations of this instrument are not binding upon any of the Trustees, officers or Shareholders of the Trust individually, but binding only upon the assets and property of the Trust. SECTION 15. The Custodian shall create and maintain all records relating to its activities and obligations under this Agreement in such manner as will meet the obligations of the Trust under the Investment Company Act of 1940, with particular attention to Section 31 thereof and Rules 31a-1 and 31a-2 thereunder, applicable Federal and state tax laws and any other law or administrative rules or procedures which may be applicable to the Trust. Subject to security requirements of the Custodian applicable to its own employees having access to similar records within the Custodian and such regulations as to the conduct of such monitors as may be reasonably imposed by the Custodian after prior consultation with an officer of the Trust the books and records of the Custodian pertaining to its actions under this Agreement shall be open to inspection and audit at any reasonable times by officers of, attorneys for, and auditors employed by, the Trust. SECTION 16. Nothing contained in this Agreement is intended to or shall require the Custodian in any capacity hereunder to perform any functions or duties on any holiday or other day of special observance on which the Custodian is closed. Functions or duties normally scheduled to be performed on such days shall be performed on, and as of, the next business day the Custodian is open. 5 SECTION 17. This Agreement shall extend to and shall be binding upon the parties hereto and their respective successors and assigns; provided, however, that this Agreement shall not be assignable by the Trust without the written consent of the Custodian, or by the Custodian without the written consent of the Trust, authorized or approved by a resolution of its Board of Trustees. IN WITNESS WHEREOF, the Trust and the Custodian have caused this Agreement to be signed by their respective officers as of the day and year first above written. SEI International Trust By: /s/ Theresa M. Messina ----------------------------------- Attest: ------------------------------- The Chase Manhattan Bank, N.A. By: ----------------------------------- Attest: ------------------------------- 6 SCHEDULE A CHASE GLOBAL SECURITIES SERVICES [LOGO] FEE SCHEDULE FOR SEI I. PORTFOLIO BASIS POINT FEE (BASED ON MARKET VALUE) $0 to $50 million 5.0 basis points $50 to $100 million 3.5 basis points $100 to $200 million 2.5 basis points $200 to $500 million 1.5 basis points Over $500 million 1.0 basis point II. COUNTRY BAND FEES (see below) Band A 3.0 basis points $ 30.00 per transaction Band B 3.5 basis points $ 40.00 per transaction Band C 4.5 basis points $ 50.00 per transaction Band D 5.0 basis points $ 90.00 per transaction Band E 13.0 basis points $100.00 per transaction Band F 24.0 basis points $100.00 per transaction Band G 28.0 basis points $120.00 per transaction II. OUT OF POCKET EXPENSES WILL BE BILLED AS INCURRED. Scrip fees, stamp duty etc... COUNTRY BANDS BAND A BAND B BAND C BAND D BAND E - ------ ------ ------ ------ ------ Cedel/Euroclear Canada Australia Austria Indonesia Japan Germany Belgium Finland Korea United States Netherlands Denmark Hong Kong Mexico Switzerland France Italy Philippines New Zealand Luxembourg Thailand Norway Malaysia Sweden Singapore United Kingdom Turkey BAND F BAND G - ------ ------ Argentina Greece Brazil Jordan Chile Pakistan Spain* Portugal Venezuela Sri Lanka Taiwan * Country band fee for Spain to be reviewed within six (6), months of agreement date. [LOGO] THE REPORTS AND SERVICES THAT ARE INCLUDED IN THE GLOBAL CUSTODY SERVICE ARE AS FOLLOWS: INTERNATIONAL CUSTODY - - Safekeeping - - Processing of Security Transactions - - AutoCredit of Income - - Effecting Corporate Action Notification - - Tax Reclamation - - AutoSettle CASH MANAGEMENT - - Daily communication with investment Advisor - - Currency conversion TRANSFER TO SUCCESSOR CUSTODIANS - - See Country Band fees THIS FEE AGREEMENT WILL BE IN EFFECT FOR A ONE YEAR PERIOD FROM JUNE 1, 1992 THROUGH JUNE 1, 1993 THE CHASE MANHATTAN BANK, N.A. BY: /s/ Lorraine G. Mann Date: March 27, 1992 ------------------------------- --------------------------------- Lorraine G. Mann, V.P. SEI BY: /s/ Theresa M. Messina Date: 3-5-92 ------------------------------- --------------------------------- EX-99.B9(A) 7 EXHIBIT 99.B9(A) MANAGEMENT AGREEMENT SEI WEALTH MANAGEMENT TRUST THIS AGREEMENT, made this 30th day of August, 1988 by and between SEI Wealth Management Trust, a Massachusetts business trust (the "Trust"), and SEI Financial Management Corporation, a Delaware Corporation, (the "Manager"). WHEREAS, the Trust is a diversified open-end management investment company registered under the Investment Company Act of 1940, as amended (the "1940 Act"); and WHEREAS, the Manager is willing to provide (or oversee the performance of others who will provide) management, administrative, transfer agent and unitholder servicing services to the Trust's Value Portfolio, Government Portfolio, Fixed Income Portfolio, International Portfolio, and such other portfolios as the Trust and the Manager may agree on (collectively, "Portfolios"), on the terms and conditions hereinafter set forth; NOW, THEREFORE, in consideration of the mutual covenants herein contained, the Trust and the Manager hereby agree as follows: ARTICLE 1. RETENTION OF THE MANAGER. The Trust hereby retains the Manager to act as the Manager and Unitholder Servicing Agent of the Portfolios and to furnish the Portfolios with the management, administrative, transfer agent and unitholder servicing services as set forth below. The Manager hereby accepts such employment to perform the duties set forth below. The Manager shall, for all purposes herein, be deemed to be an independent contractor and, unless otherwise expressly provided or authorized, shall have no authority to act for or represent the Trust in any way and shall not be deemed an agent of the Trust. All of the Manager's duties shall be subject always to the objectives, policies and restrictions contained in the Trust's current registration statement under the 1940 Act, to the Trust's Declaration of Trust and By-Laws, to the provisions of the 1940 Act, and to any other guidelines that may be established by the Trust's Trustees. The Manager shall calculate the daily net asset value of the Portfolios in accordance with the procedures prescribed in the Trust's Registration Statement and such other procedures as may be established by the Trustees of the Trust. ARTICLE 2. EVALUATION SERVICES. The Manager shall oversee and monitor the performance of the Portfolios' investment adviser and shall furnish to the Trust such information, evaluations, analyses and opinions regarding said performance as the Trustees may, from time to time, reasonably request; provided, however, that the Manager shall have no authority to make and shall not make investment decisions for the Portfolios nor furnish any advice with respect to the desirability of making such investment decisions. ARTICLE 3. TRANSFER AGENT SERVICES. The Manager will act as Transfer Agent for the Portfolios and, as such will record in an account (the "Account") the total number of units of beneficial interest ("Units") of each Portfolio issued and outstanding from time to time and will maintain Unit transfer records in which it will note the names and registered addresses of Unitholders, and the number of Units from time to time owned by each of them. Each Manager is authorized to set up accounts and record transactions in the accounts on the basis of instructions received from Unitholders when accompanied by remittance in appropriate amount as provided in the Trust's then current prospectus. The Trust will not issue certificates representing its Units. Whenever Units are purchased or issued, the Manager shall credit the Account with the appropriate Units issued, and credit the proper number of Units to the appropriate Unitholder. Likewise, whenever the Manager has occasion to redeem Units owned by a Unitholder, the Trust authorizes the Manager to process the transaction by making appropriate entries in its Unit transfer records and debits the Account. Upon receipt by the Trust's Wire Agent (currently the United States National Bank of Oregon) on behalf of the Manager of funds through the Federal Reserve wire system or conversion into Federal funds of funds transmitted by other means, for the purchase of Units in accordance with the Trust's then current prospectus, the Manager shall notify the Trust of such deposits on a daily basis. The Manager shall credit the Unitholder's account with the number of units purchased according to the price of the Units in effect for such purchases determined in the manner set forth in the Trust's then current prospectus. The Manager shall process each order for the redemption of Units from or on behalf of a Unitholder, and shall cause cash proceeds to be wired in Federal funds. The requirements as to instruments of transfer and other documentation, the applicable redemption price and the time of payment shall be as provided in the then current prospectus, subject to such supplemental requirements consistent with such prospectus as may be established by mutual agreement between the Trust and Manager. If the Manager or the Trust determines that a request for redemption does not comply with the requirements for redemption, the Manager shall promptly so notify the unitholder, together with the reason therefore, and shall effect such redemption at the price next determined after receipt of documents complying with said standards. On each day that the Trust's custodian banks and the New Stock Exchange are open for business ("Business Day"), the Manager shall notify the Custodian of the amount of cash or other assets required to meet payments made pursuant to the provisions of this paragraph, and the Trust shall instruct the Custodian to make available from time to time sufficient funds or other assets therefor. The authority of the Manager to perform its responsibilities under this paragraph shall be suspended upon receipt by it of notification from the Securities and Exchange Commission or the Trustees of the suspension of the determination of the Trust's net asset value. In registering transfers, the Manager may rely upon the opinion of counsel in not requiring complete documentation, in registering transfers without inquiry into adverse claims, in delaying registration for purposes of such inquiry, or in refusing registration where in its judgment an adverse claim requires such refusal. The Trust warrants that it has or shall deliver to the Manager, as transfer agent: (a) a copy of the Declaration of Trust of the Trust, incorporating all amendments thereto, certified by the Secretary or Assistant Secretary of the Trust; (b) an opinion of counsel to the Trust with respect to (i) the legality and continuing existence of the Trust, (ii) the legality of its outstanding Units of beneficial interest, and (iii) the number -2- of Units authorized for issuance and that upon issuance they will be validly issued and nonassessable; and (c) the Trust's Secretary's or Assistant Secretary's certificate as to the authorized outstanding Units of the Trust, its address to which notices may be sent, the names and specimen signatures of its officers who are authorized to sign instructions or requests to the Manager on behalf of the Trust. In the event of any future amendment or change in respect of any of the foregoing, prompt written notification of such change shall be given by the Trust to the Manager, together with copies of all relevant resolutions, instruments or other documents, specimen signatures, certificates, opinions or the like as the Manager may deem necessary or appropriate. ARTICLE 4. DIVIDEND DISBURSING AGENT. The Manager shall act as Dividend Disbursing Agent for the Trust and, as such, in accordance with the provisions of the Trust's Declaration of Trust and then current prospectus, shall prepare and wire or credit income and capital gains distributions to Unitholders. The Trust agrees that it shall promptly inform the Manager of the declaration of any dividend or distribution of its Units, and that on or before the payment date of a distribution, it shall instruct the Custodian to make available, at the instruction of the Dividend Disbursing Agent, sufficient funds for the cash amount to be paid out. If a Unitholder is entitled to receive additional Units by virtue of any such distribution or dividend, appropriate credits will be made to the Unitholder's account. ARTICLE 5. OTHER ADMINISTRATIVE SERVICES. In addition to the services described above, the Manager shall perform, or supervise the performance by others, of other administrative services in connection with the operations of the Portfolios, and, on behalf of the Trust, will investigate, assist in the selection of and conduct relations with custodians, depositories, accountants, underwriters, brokers and dealers, corporate fiduciaries, insurers, banks and persons in any other capacity deemed to be necessary or desirable for the Portfolios' operation. The Manager shall provide the Trust with regulatory reporting and related bookkeeping services, all necessary office space, equipment, personnel compensation and facilities (including facilities for Unitholders' and Trustees' meetings) for handling the affairs of the Portfolios and such other services as the Manager shall, from time to time, determine to be necessary to perform its obligations under this Agreement. The Manager shall make reports to the Trust's Trustees concerning the performance of its obligations hereunder; furnish advice and recommendations with respect to other aspects of the business and affairs of the Portfolios as the Trust shall determine desirable; and shall provide the Portfolios' Unitholders with the reports described in the Trust's current prospectus. Also, the Manager will perform other services for the Trust as agreed to from time to time, including, but not limited to, preparation and mailing of appropriate federal income tax forms; mailing the annual reports of the Trust; preparing an annual list of Unitholders; furnishing the Trust with such reports regarding the sale and redemption of Units as may be required in order to comply with federal and state securities laws; and mailing notices of Unitholders' meetings, proxies and proxy statements, for all of which the Trust will pay the Manager's out-of-pocket expenses. -3- ARTICLE 6. ALLOCATION OF CHARGES AND EXPENSES. (A) THE MANAGER. The Manager shall furnish at its own expense the executive, supervisory and clerical personnel necessary to perform its obligations under this Agreement. The Manager shall also provide the items which it is obligated to provide under this Agreement, and shall pay all compensation, if any, of officers of the Trust as well as all Trustees of the Trust who are affiliated persons of the Manger or any affiliated corporation; provided, however, that unless otherwise specifically provided, the Manager shall not be obligated to pay the compensation of any employee of the Manager retained by the Trustees of the Trust to perform services on behalf of the Trust. The Manager shall pay the costs of custodial services. (B) THE TRUST. The Trust assumes and shall pay or cause to be paid all other expenses of the Trust not otherwise allocated herein, including, without limitation, taxes, expenses for legal and auditing services, the expenses of preparing (including typesetting), printing and mailing reports, prospectuses, statements of additional information proxy solicitation material and notices to existing Unitholders, all expenses incurred in connection with the issuing and redeeming Trust Units, the cost of initial and ongoing registration of the Trust's Units under federal and state securities laws, fees and out-of-pocket expenses of Trustees who are not affiliated persons of the Manger or any affiliated corporation, insurance, interest, brokerage costs, litigation and other extraordinary or nonrecurring expenses, and all fees and charges of investment advisers to the Trust. ARTICLE 7. COMPENSATION OF THE MANAGER. (A) MANAGEMENT FEE. For the services to be rendered, the facilities furnished and the expenses assumed by the Manager pursuant to this Agreement, the Trust shall pay to the Manager compensation at an annual rate specified in the Schedules which are attached hereto and made a part of this Agreement ("Schedules"). Such compensation shall be calculated and accrued daily, and paid to the Manager monthly (subject to any expenses to be borne by the Manager under Article 7(B) herein). If this Agreement becomes effective subsequent to the first day of a month or terminates before the last day of a month, the Manager's compensation for that part of the month in which this Agreement is in effect shall be prorated in a manner consistent with the calculation of the fees as set forth above. Payment of the Manager's compensation for the preceding month shall be made promptly after completion of the computations by paragraph (B) of this Article 7. (B) EXCESS EXPENSES. If the expenses of any Portfolio for any fiscal year (including fees and other amounts payable to the Manager, but excluding interest, taxes, brokerage costs, litigation and other extraordinary costs) as calculated every business day would exceed the expense limitations imposed on investment companies by any applicable statute or regulatory authority of any jurisdiction in which Units are qualified for offer and sale, the Manager shall bear such excess cost. However, the Manager will not bear expenses of the Trust or any Portfolio thereof to an extent which would result in the Trust's inability to qualify as a regulated investment company under provisions of the Internal Revenue Code. Payment of expenses by the Manager pursuant to this Article 7(B) shall be settled on a monthly basis (subject to fiscal year end reconciliation) by a reduction in the fee payable -4- to Manager for such month pursuant to Article 7(A) above and, if such reduction shall be insufficient to offset such expenses, by reimbursing the Trust. (C) COMPENSATION FROM TRANSACTIONS. The Trust hereby authorizes any entity or person associated with the Manager which is a member of a national securities exchange to effect any transaction on the exchange for the account of the Trust which is permitted by Section 11(a) of the Securities Exchange Act of 1934 and Rule 11a2-2(T) thereunder, and the Trust hereby consents to the retention of compensation for such transactions in accordance with Rule 11a2-2(T)(a)(2)(iv). (D) SURVIVAL OF COMPENSATION RATES. All rights of compensation under this Agreement shall survive the termination of this Agreement. ARTICLE 8. LIMITATION OF LIABILITY OF THE MANAGER. The duties of the Manager shall be confined to those expressly set forth herein, and no implied duties are assumed by or may be asserted against the Manager hereunder. The Manager shall not be liable for any error of judgment or mistake of law or for any loss arising out of any investment or for any act or omission in willful misfeasance, bad faith or gross negligence in the performance of its duties hereunder, except as may otherwise be provided under provisions of applicable state law which cannot be waived or modified hereby. (As used in this Article 8, the term "Manager" shall include directors, officers and employees and other corporate agents of the Manger as well as that corporation itself.) So long as the Manger acts in good faith and with due diligence and without gross negligence, the Trust assumes full responsibility and shall indemnify the Manager and hold it harmless from and against any and all actions, suits and claims, whether groundless or otherwise, and from and against any and all losses, damages, costs, charges, reasonable counsel fees, and disbursements, payments, expenses, and liabilities (including reasonable investigation expenses) arising directly or indirectly out of said management and transfer, dividend disbursing and unitholder servicing agency relationship to the Trust or any other service rendered to the Trust hereunder. The indemnity and defense provisions set forth herein shall indefinitely survive the termination of this Agreement. The rights hereunder shall include the right to reasonable advances of defense expenses in the event of any pending or threatened litigation with respect to which indemnification hereunder may ultimately be merited. In order that the indemnification provision contained herein shall apply, however, it is understood that if in any cast eh Trust may be asked to indemnify or hold the Manager harmless, the Trust shall be fully and promptly advised of all pertinent facts concerning the situation in question, and it is further understood that the Manger will use all reasonable care to identify and notify the Trust promptly concerning any situation which presents or appears likely to present the probability of such a claim for indemnification against the Trust, but failure to do so in good faith shall not affect the rights thereunder. The Manager may apply to the Trust at any time for instructions and may consult counsel for the Trust or its own counsel and with accountants and other experts with respect to any matter arising in connection with the Manager's duties, and the Manager shall not be liable or accountable for any action taken or omitted by it in good faith in accordance with such instruction or with the opinion of such counsel, accountants or other experts. Also, the Manager shall be protected in acting upon any document which it reasonably believes to be genuine and to have been signed by the proper person -5- or persons. Nor shall the Manager be held to have notice of any change of authority of any officer, employee or agent of the Trust until receipt of written notice thereof from the Trust. ARTICLE 9. ACTIVITIES OF THE MANAGER. The services of the Manager rendered to the Trust are not to be deemed to be exclusive. The Manager is free to render such services to others and to have other businesses and interests. It is understood that Trustees, officers, employees and Unitholders of the Trust are or may be or become interested in the Manager, as directors, officers, employees and shareholders or otherwise, and that directors, officers, employees and shareholders of the Manager and its counsel are or may be or become similarly interested in the Trust, and that the Manager may be or become interested in the Trust as a Unitholder or otherwise. ARTICLE 10. DURATION AND TERMINATION OF THIS AGREEMENT. This Agreement, unless terminated sooner as provided herein, shall remain in effect for two years after the date of the Agreement and shall continue in effect for successive periods of one year if such continuance is specifically approved at least annually (i) by the Trustees of the Trust and (ii) by the vote of a majority of the Trustees of the Trust who are not parties to this Agreement or interested persons of any such party, cast in person at a Board of Trustees meeting called for the purpose of voting on such approval. This Agreement may be terminated at any time and without penalty by the Trustees of the Trust or by the Manager on not less than thirty (30) days nor more than sixty (60) days written notice to the other party hereto. Any notice under this Agreement shall be given in writing, addressed and delivered, or mailed postpaid, to the other party at the designated mailing address of such party. This Agreement shall not be assignable by either party without the written consent of the other party. ARTICLE 11. AMENDMENTS. This Agreement may be amended by the parties hereto only if such amendment is specifically approved (i) by the vote of a majority of the Trustees of the Trust, and (ii) by the vote of a majority of the Trustees of the Trust who are not parties to this Agreement or interested persons of any such party, cast in person at a Board of Trustees meeting called for the purpose of voting on such approval. For special cases, the parties hereto may amend such procedures set forth herein as may be appropriate or practical under the circumstances, and the Manager may conclusively assume that any special procedure which has been approved by the Trust does not conflict with or violate any requirements of its Declaration of Trust, By-Laws or prospectus, or any rule, regulation or requirement of any regulatory body. ARTICLE 12. TRUSTEES' LIABILITY. A copy of the Declaration of Trust of the Trust is on file with the Secretary of State of the Commonwealth of Massachusetts, and notice is hereby given that this instrument is executed on behalf of the Trustees of the Trust as Trustees and not individually and that the obligations of this instrument are not binding upon any of the Trustees, officers or Unitholders of the Trust Individually, but binding only upon the assets and property of the Trust. ARTICLE 13. CERTAIN RECORDS. The Manager shall maintain customary records in connection with its duties as specified in this Agreement. Any records required to be maintained and -6- preserved pursuant to Rules 31a-1 and 31a-2 under the 1940 Act which are prepared or maintained by the Manger on behalf of the Trust shall be prepared and maintained at the expense of the Manager, but shall be the property of the Trust and will be made available to or surrendered promptly to the Trust on request. In case of any request or demand for the inspection of such records by another party, the Manager shall notify the Trust and follow the Trust's instructions as to permitting or refusing such inspection; provided that the Manager may exhibit such records to any person in any case where it is advised by its counsel that it may be held liable for failure to do so, unless (in cases involving potential exposure only to civil liability) the Trust has agreed to indemnify the manager against such liability. ARTICLE 14. DEFINITIONS OF CERTAIN TERMS. The terms "interested person" and "affiliated person", when used in this Agreement, shall have the respective meanings specified in the 1940 Act and the rules and regulations thereunder, subject to such exemptions as may be granted by the Securities and Exchange Commission. ARTICLE 15. GOVERNING LAW. This Agreement shall be construed in accordance with the laws of the Commonwealth of Massachusetts and the applicable provisions of the 1940 Act. To the extent that the applicable laws of the Commonwealth of Massachusetts, or any of the provisions herein, conflict with the applicable provisions of the 1940 Act, the latter shall control. ARTICLE 16. MULTIPLE ORIGINALS This Agreement may be executed in two or more counterparts, each of which when so executed shall be deemed to be an original, but such counterparts shall together constitute but one and the same instrument. IN WITNESS WHEREOF, SEI Wealth Management Trust and SEI Financial Management Corporation have caused this Agreement to be executed and delivered by each of their respective officers as of the day and year first above written. SEI WEALTH MANAGEMENT TRUST By: /s/ Susan L. Schelpf ----------------------------- Vice President SEI FINANCIAL MANAGEMENT CORPORATION By: /s/ Sandy M. Kraus ----------------------------- Vice President -7- SCHEDULE A TO THE MANAGEMENT AGREEMENT DATED AUGUST 30, 1988 BETWEEN SEI WEALTH MANAGEMENT TRUST, AND SEI FINANCIAL MANAGEMENT CORPORATION Pursuant to Article 7 Section A, the Trust shall pay the Manager compensation at an annual rate as follows: Value Portfolio: .15% of average daily net assets Government Portfolio: .15% of average daily net assets Fixed Income Portfolio: .15% of average daily net assets SCHEDULE C TO THE MANAGEMENT AGREEMENT DATED AUGUST 30, 1988 BETWEEN SEI WEALTH MANAGEMENT TRUST, AND SEI FINANCIAL MANAGEMENT CORPORATION Pursuant to Article 7 Section A, the Trust shall pay the Manager compensation at an annual rate as follows: International Fixed Income Portfolio: .60% of average daily net assets SCHEDULE D TO THE MANAGEMENT AGREEMENT DATED AUGUST 30, 1988 BETWEEN SEI INTERNATIONAL TRUST, (FORMERLY SEI WEALTH MANAGEMENT TRUST) AND SEI FINANCIAL MANAGEMENT CORPORATION Pursuant to Article 7 Section A, the Trust shall pay the Manager compensation at an annual rate as follows: European Equity Portfolio: .80% of average daily net assets Pacific Basin Equity Portfolio .80% of average daily net assets SCHEDULE E TO THE MANAGEMENT AGREEMENT DATED AUGUST 30, 1988 BETWEEN SEI INTERNATIONAL TRUST (FORMERLY SEI WEALTH MANAGEMENT TRUST) AND SEI FINANCIAL MANAGEMENT CORPORATION Pursuant to Article 7 Section A, the Trust shall pay the Manager compensation at an annual rate as follows: Emerging Markets Portfolio: .65% of average daily net assets EX-99.B11 8 EXHIBIT 99.B11 CONSENT OF INDEPENDENT ACCOUNTANTS We hereby consent to the incorporation by reference in the Prospectuses and Statement of Additional Information constituting parts of this Post-Effective Amendment No. 23 to the registration statement on Form N-1A (the "Registration Statement") of our report dated April 9, 1997, relating to the financial statements and financial highlights of International Equity, Emerging Markets Equity and International Fixed Income Portfolios (constituting SEI International Trust, hereafter referred to as the "Trust") appearing in the February 28, 1997 Annual Report to Shareholders of the 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 "Independent Accountants" in the Prospectuses and under the headings "Experts" and "Financial Statements" in the Statement of Additional Information. PRICE WATERHOUSE LLP Philadelphia, PA June 18, 1997 EX-99.B15(B) 9 EXHIBIT 99.B15(B) DISTRIBUTION PLAN SEI INTERNATIONAL TRUST WHEREAS, SEI International Trust (the "Trust") is engaged in business as a diversified, open-end management investment company registered under the Investment Company Act of 1940, as amended ("1940 Act"); and WHEREAS, the Trustees of the Trust have determined that there is a reasonable likelihood that the following distribution plan will benefit the Trust and the owners of units of beneficial interest ("Unitholders") of the Trust. NOW, THEREFORE, the Trustees of the Trust hereby adopt this distribution plan pursuant to Rule 12b-1 under the 1940 Act. SECTION 1. The Trust has adopted this distribution plan the ("Plan") to enable the Trust to directly or indirectly bear expenses relating to the distribution of securities of which the Trust is the issuer. SECTION 2. The Trust may incur expenses for the items stipulated in Section 3 of this Plan, provided that in no event shall the Trust incur expenses that exceed an annual rate of .30% of the Trust's average daily net assets during any fiscal year of the Trust. All expenditures pursuant to this Plan shall be made only pursuant to authorization by the President, any Vice President or the Treasurer of the Trust. If there should be more than one series of Trust units, expenses incurred pursuant to this Plan shall be allocated among the several series of the Trust on the basis of their relative net asset values, unless otherwise determined by a majority of the Qualified Trustees (hereinafter defined). SECTION 3. Expenses permitted pursuant to this Plan shall include, and be limited to, the following: (a) the incremental printing costs incurred in producing for and distributing to persons other than current Unitholders of the Trust, the reports, prospectuses, notices and similar materials that are prepared by the Trust for current Unitholders; (b) the cost of complying with state and federal laws pertaining to the distribution of the Trust's units; (c) advertising; (d) the costs of preparing, printing and distributing any literature used in connection with the offering of the Trust's units and not covered by Section 3(a) of this Plan; and (e) expenses incurred in connection with the promotion and sale of the Trust's units including, without limitation, travel and communication expenses and expenses for the compensation of and benefits for sales personnel. SECTION 4. This Plan shall not take effect until it has been approved (a) by a vote of at least a majority of the Unitholders holding an outstanding voting securities of the Trust; and (b) together with any related agreements, by votes of the majority of both (i) the Trustees of the Trust and (ii) the Qualified Trustees (hereinafter defined), cast in person at a Board of Trustees meeting called for the specific purpose of voting on this Plan or such agreement. SECTION 5. This Plan shall continue in effect for a period of more than one year after it takes effect only for so long as such continuance is specifically approved at least annually in the manner provided in Part (b) of Section 4 herein for the approval of this Plan. SECTION 6. Any person authorized to direct the disposition of monies paid or payable by the Trust pursuant to this Plan or any related agreement shall provide to the Trustees of the Trust, at least quarterly, a written report of the amounts so expended and the purposes for which such expenditures were made. SECTION 7. This Plan may be terminated at any time by the vote of a majority of the Qualified Trustees (hereinafter defined) or by vote of a majority of the Trust's outstanding voting securities. SECTION 8. All agreements with any person relating to implementation of this Plan shall be in writing, and any agreement related to this Plan shall provide (a) that such agreement may be terminated at any time, without payment of any penalty, by the vote of a majority of the Qualified Trustees (hereinafter defined) or by the vote of Unitholders holding a majority of the Trust's outstanding voting securities, on not more than sixty (60) days written notice to any other party to the agreement; and (b) that such agreement shall terminate automatically in the event of its assignment. SECTION 9. This Plan may not be amended to increase materially the amount of distribution expenses permitted pursuant to Section 2 hereof without the approval of Unitholders holding a majority of the outstanding voting securities of the Trust, and all material amendments to this Plan shall be approved in the manner provided in Part (b) of Section 4 herein for the approval of this Plan. SECTION 10. As used in this Plan, (a) the term "Qualified Trustees" shall mean those Trustees of the Trust who are not interested persons of the Trust, and have no direct or indirect financial interest in the operation of this Plan or any agreements related to it, and (b) the terms "assignment" and "interested person" shall have the respective meanings specified in the 1940 Act and the rules and regulations thereunder, subject to such exemptions as may be granted by the Securities and Exchange Commission. SECTION 11. Nothing in this Plan shall operate or be construed to limit the extent to which the Trust's Sponsor, Manager, Distributor, or Investment Administrator or any other person, other than -2- the Trust, may incur costs out of their own monies and bear expenses associated with the distribution of securities of which the Trust is the issuer. SECTION 12. While this Plan is in effect, the selection and nomination of those Trustees who are not interested persons of the Trust within the meaning of Section 2(a)(19) of the 1940 Act shall be committed to the discretion of the Trustees then in office who are not interested persons of the Trust. SECTION 13. This Plan shall not obligate the Trust or any other party to enter into an agreement with any particular person. -3- EX-99.B15(C) 10 EXHIBIT 99.B15(C) DISTRIBUTION PLAN SEI INTERNATIONAL TRUST WHEREAS, SEI International Trust (the "Trust") is engaged in business as a diversified, open-end management investment company registered under the Investment Company Act of 1940, as amended ("1940 Act"); and WHEREAS, the Trustees of the Trust have determined that there is a reasonable likelihood that the following distribution plan will benefit the Trust and the owners of units of beneficial interest ("Unitholders") of the Trust. NOW, THEREFORE, the Trustees of the Trust hereby adopt this distribution plan pursuant to Rule 12b-1 under the 1940 Act. SECTION 1. The Trust has adopted this distribution plan the ("Plan") to enable the Trust to directly or indirectly bear expenses relating to the distribution of securities of which the Trust is the issuer. SECTION 2. The Trust may incur expenses for the items stipulated in Section 3 of this Plan, provided that in no event shall the Trust incur expenses that exceed an annual rate of .30% of the Trust's average daily net assets during any fiscal year of the Trust. All expenditures pursuant to this Plan shall be made only pursuant to authorization by the President, any Vice President or the Treasurer of the Trust. If there should be more than one series of Trust units, expenses incurred pursuant to this Plan shall be allocated among the several series of the Trust on the basis of their relative net asset values, unless otherwise determined by a majority of the Qualified Trustees (hereinafter defined). SECTION 3. Expenses permitted pursuant to this Plan shall include, and be limited to, the following: (a) the incremental printing costs incurred in producing for and distributing to persons other than current Unitholders of the Trust, the reports, prospectuses, notices and similar materials that are prepared by the Trust for current Unitholders; (b) the cost of complying with state and federal laws pertaining to the distribution of the Trust's units; (c) advertising; (d) the costs of preparing, printing and distributing any literature used in connection with the offering of the Trust's units and not covered by Section 3(a) of this Plan; and (e) expenses incurred in connection with the promotion and sale of the Trust's units including, without limitation, travel and communication expenses and expenses for the compensation of and benefits for sales personnel. SECTION 4. This Plan shall not take effect until it has been approved (a) by a vote of at least a majority of the Unitholders holding an outstanding voting securities of the Trust; and (b) together with any related agreements, by votes of the majority of both (i) the Trustees of the Trust and (ii) the Qualified Trustees (hereinafter defined), cast in person at a Board of Trustees meeting called for the specific purpose of voting on this Plan or such agreement. SECTION 5. This Plan shall continue in effect for a period of more than one year after it takes effect only for so long as such continuance is specifically approved at least annually in the manner provided in Part (b) of Section 4 herein for the approval of this Plan. SECTION 6. Any person authorized to direct the disposition of monies paid or payable by the Trust pursuant to this Plan or any related agreement shall provide to the Trustees of the Trust, at least quarterly, a written report of the amounts so expended and the purposes for which such expenditures were made. SECTION 7. This Plan may be terminated at any time by the vote of a majority of the Qualified Trustees (hereinafter defined) or by vote of a majority of the Trust's outstanding voting securities. SECTION 8. All agreements with any person relating to implementation of this Plan shall be in writing, and any agreement related to this Plan shall provide (a) that such agreement may be terminated at any time, without payment of any penalty, by the vote of a majority of the Qualified Trustees (hereinafter defined) or by the vote of Unitholders holding a majority of the Trust's outstanding voting securities, on not more than sixty (60) days written notice to any other party to the agreement; and (b) that such agreement shall terminate automatically in the event of its assignment. SECTION 9. This Plan may not be amended to increase materially the amount of distribution expenses permitted pursuant to Section 2 hereof without the approval of Unitholders holding a majority of the outstanding voting securities of the Trust, and all material amendments to this Plan shall be approved in the manner provided in Part (b) of Section 4 herein for the approval of this Plan. SECTION 10. As used in this Plan, (a) the term "Qualified Trustees" shall mean those Trustees of the Trust who are not interested persons of the Trust, and have no direct or indirect financial interest in the operation of this Plan or any agreements related to it, and (b) the terms "assignment" and "interested person" shall have the respective meanings specified in the 1940 Act and the rules and regulations thereunder, subject to such exemptions as may be granted by the Securities and Exchange Commission. SECTION 11. Nothing in this Plan shall operate or be construed to limit the extent to which the Trust's Sponsor, Manager, Distributor, or Investment Administrator or any other person, other than -2- the Trust, may incur costs out of their own monies and bear expenses associated with the distribution of securities of which the Trust is the issuer. SECTION 12. While this Plan is in effect, the selection and nomination of those Trustees who are not interested persons of the Trust within the meaning of Section 2(a)(19) of the 1940 Act shall be committed to the discretion of the Trustees then in office who are not interested persons of the Trust. SECTION 13. This Plan shall not obligate the Trust or any other party to enter into an agreement with any particular person. -3- EX-27.1 11 EXHIBIT 27.1
6 0000835597 SEI INTERNATIONAL TRUST 010 INTERNATIONAL EQUITY CLASS A 1,000 YEAR FEB-28-1997 MAR-01-1996 FEB-28-1997 532981 545309 13358 4555 0 563222 37975 0 1008 38983 0 496475 54190 34754 (753) 0 16146 0 12371 524239 10125 942 0 (5930) 5137 46852 (26226) 25763 191854 (3619) (37589) 0 32928 (27199) 3215 19433 (1739) 10606 0 0 (2559) 0 (6573) 464512 10.00 .09 .47 (.07) (.82) 0 9.67 1.28 0 0
EX-27.2 12 EXHIBIT 27.2
6 0000835597 SEI INTERNATIONAL TRUST 011 INTERNATIONAL EQUITY CLASS D 1,000 YEAR FEB-28-1997 MAR-01-1996 FEB-28-1997 532981 545309 13358 4555 0 563222 37975 0 1008 38983 0 496475 19 20 (753) 0 16146 0 12371 524239 10125 942 0 (5930) 5137 46852 (26226) 25763 191854 (1) (14) 0 18 (21) 1 (2) (1739) 10606 0 0 (2559) 0 (6573) 464512 9.93 .05 .47 (.05) (.82) 0 9.58 1.65 0 0
EX-27.3 13 EXHIBIT 27.3
6 0000835597 SEI INTERNATIONAL TRUST 020 INTERNATIONAL FIXED INCOME 1,000 YEAR FEB-28-1997 MAR-01-1996 FEB-28-1997 195546 188030 13998 8450 0 210478 5974 0 285 6259 0 211450 19390 7833 0 (1311) 317 0 (6237) 204219 0 7258 0 (1455) 5803 1080 (5359) 1524 125901 (6286) (1238) 0 13451 (2464) 570 11557 (1123) 770 0 0 (506) 0 (2023) 145390 10.77 .71 (.49) (.38) (.08) 0 10.53 1.00 0 0
EX-27.4 14 EXHIBIT 27.4
6 0000835597 SEI INTERNATIONAL TRUST 050 EMERGING MARKETS EQUITY 1,000 YEAR FEB-28-1997 MAR-01-1996 FEB-28-1997 197126 225692 6280 3745 0 235717 2758 0 11485 14243 0 193658 17210 6147 (385) 0 (376) 0 28577 221474 2376 492 0 (2923) (55) (126) 27476 27295 127416 (297) (121) 0 14081 (3052) 34 154293 (199) 37 0 0 (1879) 0 (3832) 150170 10.93 .01 1.96 (.02) (.01) 0 12.87 1.95 0 0
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