-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, d9zGt1QfkkHmqh8LcSPfJfS3t02bwkasvzHVTL3oy7acn628dq0vWzpewAIPdz/J NFSjdO8GcQnjFeQ9nmtVCA== 0000950109-95-001488.txt : 19950501 0000950109-95-001488.hdr.sgml : 19950501 ACCESSION NUMBER: 0000950109-95-001488 CONFORMED SUBMISSION TYPE: 485A24E PUBLIC DOCUMENT COUNT: 10 FILED AS OF DATE: 19950428 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: 485A24E SEC ACT: 1933 Act SEC FILE NUMBER: 033-22821 FILM NUMBER: 95532551 FILING VALUES: FORM TYPE: 485A24E SEC ACT: 1940 Act SEC FILE NUMBER: 811-05601 FILM NUMBER: 95532552 BUSINESS ADDRESS: STREET 1: 2 OLIVER ST CITY: BOSTON STATE: MA ZIP: 02109 BUSINESS PHONE: 8003425734 MAIL ADDRESS: STREET 1: SEI INTERNATIONAL TRUST STREET 2: 680 E SWEDESFORD RD CITY: WAYNE STATE: PA ZIP: 19087 FORMER COMPANY: FORMER CONFORMED NAME: SEI WEALTH MANAGEMENT TRUST DATE OF NAME CHANGE: 19900129 485A24E 1 FORM N-1A As filed with the Securities and Exchange Commission on April 28, 1995 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. 19 [X] and REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 [_] AMENDMENT NO. 20 [X] SEI INTERNATIONAL TRUST (Exact name of registrant as specified in charter) c/o CT Corporation 2 Oliver Street Boston, Massachusetts 02109 (Address of Principal Executive Offices) (Zip Code) Registrant's Telephone Number, including Area Code (800) 342-5734 David G. Lee c/o SEI Corporation 680 E. Swedesford Road Wayne, Pennsylvania 19087 (Name and Address of Agent for Service) Copies to: Richard W. Grant, Esquire Morgan, Lewis & Bockius 2000 One Logan Square Philadelphia, PA 19103 It is proposed that this filing become effective (check appropriate box) [_] immediately upon filing pursuant to paragraph (b) [_] on [date] pursuant to paragraph (b) [X] 60 days after filing pursuant to paragraph (a) [_] on [date] pursuant to paragraph (a) of Rule 485. CALCULATION OF REGISTRATION FEE UNDER THE SECURITIES ACT OF 1933
==================================================================================== Proposed Proposed Aggregate Amount of Title of Securities Being Maximum Maximum Offering Registration Registered Amount Offering Price (1) Fee (1) Being Price Per Registered Unit - ------------------------------------------------------------------------------------ units of beneficial interest 3,419,124 units $11.70 -- $100 ====================================================================================
(1) Registrant has calculated the maximum offering price pursuant to Rule 24e-2 under the Investment Company Act of 1940, as amended (the "1940 Act") for the fiscal year ended February 28, 1995. Registrant had actual aggregate redemptions of 48,835,786 units of beneficial interest ("shares") for its fiscal year ended February 28, 1995; has used 45,441,448 of available redemptions for reductions pursuant to Rule 24f-2(c) under the 1940 Act and has previously used no available redemptions for reductions pursuant to Rule 24e-2(a) of the 1940 Act during the current year. Registrant elects to use redemptions in the aggregate amount of 3,394,338 units for reduction to the registration fee for this filing pursuant to Rule 24e-2(a) of the 1940 Act. Registrant has elected to register an indefinite number of securities pursuant to Rule 24f-2 under the Investment Company Act of 1940, as amended. Registrant has filed a Rule 24f-2 Notice on April 25, 1995 for its fiscal year ended February 28, 1995. SEI INTERNATIONAL TRUST CROSS REFERENCE SHEET
N-1A Item No. Location - ------------- -------- PART A-Core International Equity, European Equity, Pacific Basin Equity, - ------ Emerging Markets Equity and International Fixed Income Portfolios- Class A Item 1. Cover page......................................................... Cover Page Item 2. Synopsis........................................................... Annual Operating Expenses Item 3. Condensed Financial Information.................................... Financial Highlights; Performance Item 4. General Description of Registrant.................................. The Trust; Investment Objective and Policies; Investment Limitation Item 5. Management of the Fund............................................. Trustees of the Trust; The Manager and Shareholder Servicing Agent; The Adviser; The Sub-Advisers Item 5A. Management's Discussion of Fund Performance........................ ** Item 6. Capital Stock and Other Securities................................. Voting Rights, Shareholder Inquiries; Dividends; Taxes Item 7. Purchase of Securities Being Offered............................... Purchase and Redemption of Shares Item 8. Redemption or Repurchase........................................... Purchase and Redemption of Shares Item 9. Pending Legal Proceedings.......................................... * PART A-Core International Equity, European Equity, Pacific Basin Equity, - ------ Emerging Markets Equity and International Fixed Income Portfolios- Class D Item 1. Cover page........................................................ Cover Page Item 2. Synopsis.......................................................... Shareholder Transaction Expenses; Annual Operating Expenses Item 3. Condensed Financial Information................................... Financial Highlights Item 4. General Description of Registrant................................. The Trust; Investment Objective; Investment Policies; Investment Limitations Item 5. Management of the Fund............................................ Trustees of the Trust, The Manager and Shareholder Servicing Agent; The Adviser; The Sub-Advisers Item 5A. Management's Discussion of Fund Performance....................... ** Item 6. Capital Stock and Other Securities................................ Voting Rights, Shareholder Inquiries; Dividends; Taxes Item 7. Purchase of Securities Being Offered.............................. Purchase of Shares Item 8. Redemption or Repurchase.......................................... Redemption of Shares Item 9. Pending Legal Proceedings......................................... * 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
i Item 14. Management of the Registrant...................................... Trustees and Officers of the Trust; The Manager and Shareholder Servicing Agent; The Adviser and Sub-Adviser Item 15. Control Persons and Principal Holders of Securities............... 5% Shareholders; Trustees and Officers of the Trust Item 16. Investment Advisory and Other Services............................ The Adviser; The Manager and Shareholder Servicing Agent; Distribution; Experts Item 17. Brokerage Allocation.............................................. Portfolio Transactions Item 18. Capital Stock and Other Securities................................ Description of Shares Item 19. Purchase, Redemption, and Pricing of Securities Being Offered..... Purchase and Redemption of Shares (Prospectus) Item 20. Tax Status........................................................ Taxes (Prospectus); Tax Item 21. Underwriters...................................................... Distribution Item 22. Calculation of Performance Data................................... Performance Item 23. Financial Statements.............................................. Financial Statements (except with respect to the Emerging Markets Equity Portfolio)
PART C Information required to be included in Part C is set forth under the - ------ appropriate Item, so numbered, in Part C of this Registration Statement. __________________ * Not Applicable ** Information required by Item 5A is contained in the Annual Report for the fiscal year ending February 28, 1995. ii SEI INTERNATIONAL TRUST JUNE 28, 1995 - -------------------------------------------------------------------------------- CORE INTERNATIONAL EQUITY PORTFOLIO EUROPEAN EQUITY PORTFOLIO PACIFIC BASIN EQUITY PORTFOLIO EMERGING MARKETS EQUITY PORTFOLIO INTERNATIONAL FIXED INCOME PORTFOLIO - -------------------------------------------------------------------------------- Please read this Prospectus carefully before investing, and keep it on file for future reference. A Statement of Additional Information dated June 28, 1995 has been filed with the Securities and Exchange Commission and is available without charge through the Distributor, SEI Financial Services Company, 680 East Swedesford Road, Wayne, PA 19087 or by calling 1-800-342-5734. The Statement of Additional Information is incorporated into this Prospectus by reference. SEI International Trust (the "Trust") is a mutual fund that offers 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 the equity and fixed income portfolios (the "Portfolios" and each of these, a "Portfolio") listed above. - -------------------------------------------------------------------------------- THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE AC- CURACY 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 IN- SURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION, THE FEDERAL RE- SERVE BOARD OR ANY OTHER GOVERNMENT AGENCY. INVESTMENT IN THE SHARES INVOLVES RISK, INCLUDING POSSIBLE LOSS OF THE PRINCIPAL AMOUNT IN- VESTED. ANNUAL OPERATING EXPENSES (as a percentage of average net assets) /1/ - --------------------------------------------------------------------------------
CORE EMERGING INTERNATIONAL EUROPEAN PACIFIC MARKETS INTERNATIONAL EQUITY EQUITY BASIN EQUITY EQUITY FIXED INCOME PORTFOLIO PORTFOLIO PORTFOLIO PORTFOLIO PORTFOLIO - ------------------------ ------------- --------- ------------ --------- ------------- Management/Advisory Fees (after fee waiver and reimbursement) /1/ .91% .80% .78% .80% .57% 12b-1 Fees /2/ .15% .15% .15% .15% .15% Other Expenses .19% .35% .37% 1.00% .28% - -------------------------------------------------------------------------------------- Total Operating Expenses (after fee waiver and reimbursement) /3/ 1.25% 1.30% 1.30% 1.95% 1.00% - --------------------------------------------------------------------------------------
1 SEI Financial Management Corporation ("SFM"), in its capacity as Manager for each Portfolio, has waived, on a voluntary basis, a portion of its management fee, and the management/advisory fees shown reflect this voluntary waiver. SFM reserves the right to terminate its waiver at any time in its sole discretion. Absent such fee waiver, management/advisory fees would be .93% for the Core International Equity Portfolio, 1.28% for the European Equity Portfolio, 1.35% for the Pacific Basin Equity Portfolio and 1.05% for the International Fixed Income Portfolio. For the Emerging Markets Equity Portfolio, SFM has agreed to waive its management fee, and, if necessary, pay other operating expenses of the Portfolio in an amount that operates to limit the total operating expenses of the Class A shares. Absent this fee waiver and expense reimbursement, management/advisory fees would be 1.70% for the Emerging Markets Equity Portfolio. 2 The 12b-1 fees shown reflect each Portfolio's current 12b-1 budget for reimbursement of expenses. The maximum 12b-1 fees payable by Class A shares for each Portfolio are .30%. 3 Absent the voluntary fee waiver and expense reimbursement described above, total operating expenses would be 1.27% for the Core International Equity Portfolio, 1.78% for the European Equity Portfolio, 1.87% for the Pacific Basin Equity Portfolio, 2.85% for the Emerging Markets Equity Portfolio and 1.48% for the International Fixed Income Portfolio. Additional information may be found under "The Adviser," "The Sub-Advisers" and "The Manager and Shareholder Servicing Agent." EXAMPLE - -------------------------------------------------------------------------------- An investor in a Portfolio would pay the following expenses on a $1,000 investment assuming (1) 5% annual return and (2) redemption at the end of each time period:
1 YR. 3 YRS. 5 YRS. 10 YRS. ------ ------ ------- ------- Core International Equity $13.00 $40.00 $ 69.00 $151.00 European Equity $13.00 $41.00 $ 71.00 $157.00 Pacific Basin Equity $13.00 $41.00 $ 71.00 $157.00 Emerging Markets Equity $20.00 $61.00 $105.00 $227.00 International Fixed Income $10.00 $32.00 $ 55.00 $122.00 - ---------------------------------------------------------
THE EXAMPLE SHOULD NOT BE CONSIDERED A REPRESENTATION OF PAST OR FUTURE EXPENSES. ACTUAL EXPENSES MAY BE GREATER OR LESS THAN THOSE SHOWN. The purpose of the expense table and example is to assist the investor in understanding the various costs and expenses that may be directly or indirectly borne by investors in Class A shares of the Portfolios. A person who purchases shares through a financial institution may be charged separate fees by that institution. The information set forth in the foregoing table and example relates only to the Portfolios' Class A shares. Each Portfolio also offers Class D shares, which are subject to the same expenses except that Class D shares bear sales loads and different distribution costs and additional transfer agent costs and sales loads. A person who purchases shares through a financial institution may be charged separate fees by that institution. Additional Information may be found under "The Manager and Shareholder Servicing Agent," "The Adviser" "The Sub-Advisers" and "Distribution." Long-term shareholders may eventually pay more than the economic equivalent of the maximum front-end sales charges otherwise permitted by the Rules of Fair Practice (the "Rules") of the National Association of Securities Dealers, Inc. ("NASD"). 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 11, 1995 on the Trust's financial statements as of April 11, 1995 included in the Trust's Statement of Additional Information under "Financial Information." Additional performance information is contained in the 1995 Annual Report to Shareholders and is available upon request and without charge by calling 1-800-342-5734. This information should be read in conjunction with the Trust's financial statements and notes thereto. FOR A CLASS A SHARE OUTSTANDING THROUGHOUT THE PERIOD - --------------------------------------------------------------------------------
CORE INTERNATIONAL EQUITY PORTFOLIO ----------------------------------- 3/1/94 3/1/93 3/1/92 3/1/91 3/1/90 12/20/89 to to to to to to 2/8/95 2/28/94 2/28/93 2/29/92 2/28/91 2/28/90 /1/ - --------------------------------------------------------------------------------------- Net Asset Value, Begin- ning of Period $11.00 $8.93 $9.09 $9.56 $9.62 $10.00 - --------------------------------------------------------------------------------------- Income from Investment Operations: Net Investment Income (Loss) 0.15 0.13 0.16 0.19 0.18 0.04 Net Realized and Unrealized Gains (Losses) (0.97) 2.05 0.04 (0.36) (0.14) (0.42) - --------------------------------------------------------------------------------------- Total from Investment Operations (0.82) 2.18 0.20 (0.17) 0.04 (0.38) - --------------------------------------------------------------------------------------- Less Distributions: Distributions from Net Investment Income /2/ -- (0.11) (0.36) (0.30) -- -- Distributions from Re- alized Capital Gains (0.59) -- -- -- (0.01) -- Return of Capital -- -- -- -- (0.09) -- - --------------------------------------------------------------------------------------- Total Distributions (0.59) (0.11) (0.36) (0.30) (0.10) -- - --------------------------------------------------------------------------------------- Net Asset Value, End of Period $9.59 $11.00 $8.93 $9.09 $9.56 $9.62 - --------------------------------------------------------------------------------------- - --------------------------------------------------------------------------------------- Total Return (7.67)% 24.44% 2.17% (1.63)% 0.36% (3.70)% - --------------------------------------------------------------------------------------- - --------------------------------------------------------------------------------------- Ratios and Supplemental Data: Net Assets, End of Pe- riod (000) $328,503 $503,498 $178,287 $92,456 $35,829 $8,661 Ratio of Expenses to Average Net Assets 1.19% 1.10% 1.10% 1.10% 1.10% 1.10% Ratio of Expenses to Average Net Assets (Excluding Waivers) 1.21% 1.24% 1.53% 1.52% 1.64% 5.67% Ratio of Net Invest- ment Income (Loss) to Average Net Assets 1.30% 1.46% 1.80% 2.07% 3.52% 3.13% Ratio of Net Investment Income (Loss) to Average Net Assets (Excluding Waivers) 1.28% 1.32% 1.37% 1.63% 2.98% (1.44)% Portfolio Turnover Rate 64% 19% 23% 79% 14% --% - ---------------------------------------------------------------------------------------
1 The Core International Equity Class A shares were offered beginning December 20, 1989. All ratios and total return for the period have been annualized. 2 Distributions from net investment income include distributions of certain foreign currency gains and losses. 3 FINANCIAL HIGHLIGHTS (CONTINUED) _______________________________________________ FOR A CLASS A SHARE OUTSTANDING THROUGHOUT THE PERIOD - --------------------------------------------------------------------------------
EUROPEAN PACIFIC BASIN EMERGING MARKETS INTERNATIONAL EQUITY PORTFOLIO EQUITY PORTFOLIO EQUITY PORTFOLIO FIXED INCOME PORTFOLIO ---------------- ---------------- ---------------- -------------------------- 4/29/94 4/29/94 1/17/95 3/1/94 9/1/93 to to to to to 2/28/95 /1/ 2/28/95 /2/ 2/28/95 /3/ 2/28/95 2/28/94 /4/ - -------------------------------------------------------------------------------------------------------- Net Asset Value, Begin- ning of Period $10.00 $10.00 $10.00 $10.23 $10.00 - -------------------------------------------------------------------------------------------------------- Income from Investment Operations: Net Investment Income 0.06 (0.02) 0.01 0.43 0.15 Net Realized and Unrealized Gains (Losses) (0.11) (1.25) 0.26 0.40 0.17 - -------------------------------------------------------------------------------------------------------- Total from Investment Operations (0.05) (1.27) 0.27 0.83 0.32 - -------------------------------------------------------------------------------------------------------- Less Distributions: Distributions from Net Investment Income /5/ (0.05) -- -- (0.62) (0.09) Distributions from Re- alized Capital Gains -- -- -- (0.02) -- Return of Capital -- -- -- -- -- - -------------------------------------------------------------------------------------------------------- Total Distributions (0.05) -- -- (0.64) (0.09) - -------------------------------------------------------------------------------------------------------- Net Asset Value, End of Period $9.90 $8.73 $10.27 $10.42 $10.23 - -------------------------------------------------------------------------------------------------------- - -------------------------------------------------------------------------------------------------------- Total Return (0.40)% (12.70)% 2.70% 8.43% 6.41% - -------------------------------------------------------------------------------------------------------- - -------------------------------------------------------------------------------------------------------- Ratios and Supplemental Data: Net Assets, End of Pe- riod (000) $36,278 $33,048 $5,300 $42,580 $ 23,678 Ratio of Expenses to Average Net Assets 1.30% 1.30% 1.95% 1.00% 1.00% Ratio of Expenses to Average Net Assets (Excluding Waivers) 1.57% 1.68% 4.98% 1.30% 1.61% Ratio of Net Investment Income (Loss) to Average Net Assets 1.02% (0.41)% 1.79% 4.68% 3.81% Ratio of Net Investment Income (Loss) to Average Net Assets (Excluding Waivers) 0.75% (0.79)% (1.24)% 4.38% 3.20% Portfolio Turnover Rate 29% 9% -- 303% 126% - --------------------------------------------------------------------------------------------------------
1 The European Equity Class A shares were offered beginning April 29, 1994. All ratios and total return for the period have been annualized. 2 The Pacific Basin Equity Class A shares were offered beginning April 29, 1994. All ratios and total return for the period have been annualized. 3 The Emerging Markets Equity Class A shares were offered beginning January 17, 1995. All ratios for that period have been annualized. 4 The International Fixed Income Class A shares were offered beginning September 1, 1993. All ratios and total return for the period have been annualized. 5 Distributions from net investment income include distributions of certain foreign currency gains and losses. 4 THE TRUST ______________________________________________________________________ SEI International Trust (the "Trust") is an open-end management investment company that has diversified and non-diversified portfolios. The Trust offers units of beneficial interest ("shares") in separate investment portfolios. Each Portfolio has two separate classes of shares, Class A and Class D, which provide for variations in distribution and transfer agent costs, sales charges, voting rights and dividends. This prospectus offers Class A shares of the Trust's Core International Equity, European Equity, Pacific Basin Equity, Emerging Markets Equity and International Fixed Income Portfolios (the "Portfolios" and each of these, a "Portfolio"). Additional information pertaining to the Trust may be obtained by writing to SEI Financial Services Company, 680 East Swedesford Road, Wayne, PA 19087 or by calling 1-800-342- 5734. INVESTMENT OBJECTIVES AND POLICIES _______________________________________________________________________ CORE The Core International Equity Portfolio seeks to provide INTERNATIONAL long-term capital appreciation by investing primarily in a EQUITY diversified portfolio of equity securities of non-U.S. issuers. Under normal circumstances, at least 65% of the Core International Equity Portfolio's assets will be invested in equity securities of non-U.S. issuers located in at least three different countries other than the United States. EUROPEAN EQUITY The European Equity Portfolio seeks to provide long-term capital appreciation by investing primarily in a diversified portfolio of equity securities of European issuers. Under normal circumstances, at least 65% of the European Equity Portfolio's assets will be invested in equity securities of European issuers. The Portfolio's advisers consider European issuers to be companies the securities of which are principally traded in the European capital markets; that derive at least 50% of their total revenue from either goods produced or services rendered in countries located in Europe, 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 a European country. PACIFIC BASIN The Pacific Basin Equity Portfolio seeks to provide long- EQUITY term capital appreciation by investing primarily in a diversified portfolio of equity securities of Pacific Basin issuers. Under normal circumstances, at least 65% of the Pacific Basin Equity Portfolio's assets will be invested in equity securities of Pacific Basin issuers. The Portfolio's advisers consider Pacific Basin companies to be companies the securities of which are principally traded in the capital markets of Pacific Basin countries; that derive at least 50% of their total revenue from either goods produced or services rendered in Pacific Basin 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 a Pacific Basin country. 5 EMERGING The Emerging Markets Equity Portfolio seeks to provide MARKETS EQUITY capital appreciation by investing primarily in a diversified portfolio of equity securities of emerging market issuers. Under normal circumstances, at least 65% of the Emerging Markets Equity Portfolio's assets will be invested in equity securities of emerging market issuers. Under normal conditions, the Portfolio maintains investments in at least six emerging market countries and does not invest more than 35% of its total assets in any one emerging market country. For these purposes, the Portfolio defines an emerging market country as any country the economy and market of which the World Bank or the United Nations considers to be emerging or developing. The Portfolio's advisers consider emerging market issuers to be companies the securities of which are principally traded in the capital markets of emerging market countries: that derive at least 50% of their total revenue from either goods produced or services rendered in emerging market countries, regardless of where the securities of such companies are principally traded; or that are organized under the laws of and have a principal office in an emerging market country. INTERNATIONAL The International Fixed Income Portfolio seeks to provide FIXED INCOME capital appreciation and current income through investment primarily in high quality, non-U.S. dollar denominated government and corporate fixed income securities or debt obligations. Under normal circumstances, at least 65% of the International Fixed Income Portfolio's assets will be invested in high quality foreign government and foreign corporate fixed income securities or debt obligations of issuers located in at least three countries other than the United States. There is no assurance that the Portfolios will achieve their respective objectives. GENERAL INVESTMENT POLICIES AND RISK FACTORS ______________________________________________________________ CORE The Core International Equity Portfolio may enter into INTERNATIONAL forward foreign currency contracts as a hedge against EQUITY possible variations in foreign exchange rates. A forward foreign currency contract is a commitment to purchase or sell a specified currency, at a specified future date, at a specified price. The Portfolio may enter into forward foreign currency contracts to hedge a specific security transaction or to hedge a portfolio position. These contracts may be bought or sold to protect the Portfolio, to some degree, against a possible loss resulting from an adverse change in the relationship between foreign currencies and the U.S. dollar. The Portfolio also may invest in options on currencies. Securities of non-U.S. issuers purchased by the Portfolio may be purchased in foreign markets, on U.S. registered exchanges, the over-the-counter market or in the form of sponsored or unsponsored American Depositary Receipts ("ADRs") traded on registered exchanges or NASDAQ or sponsored or unsponsored European Depositary Receipts 6 ("EDRs"), Continental Depositary Receipts ("CDRs") or Global Depositary Receipts ("GDRs"). The Portfolio will typically invest in equity securities listed on recognized foreign exchanges, but may also invest in securities traded in over- the-counter markets. The Portfolio expects its investments to emphasize both large and intermediate capitalization companies. The Portfolio expects to be fully invested in its primary investments, described above, but may invest up to 35% of its total assets in U.S. or non-U.S. cash reserves; money market instruments; swaps; options on securities, non-U.S. indices and currencies; futures contracts, including stock index futures contracts; and options on futures contracts. Permissible money market instruments include securities issued or guaranteed by the United States Government, its agencies or instrumentalities; securities issued or guaranteed by non-U.S. governments, which are rated at time of purchase A or higher by Standard & Poor's Corporation ("S&P") or Moody's Investors Service, Inc. ("Moody's"), or are determined by the advisers to be of comparable quality; repurchase agreements; certificates of deposit and bankers' acceptances issued by banks or savings and loan associations having net assets of at least $500 million as of the end of their most recent fiscal year; high-grade commercial paper; and other long- and short-term debt instruments, which are rated at time of purchase A or higher by S&P or Moody's, and which, with respect to such long-term debt instruments, are within 397 days of their maturity. This Portfolio is also permitted to acquire floating and variable rate securities, purchase securities on a when- issued or delayed delivery basis and invest up to 10% of its total assets in illiquid securities. Although permitted to do so, this Portfolio does not currently intend to invest in securities issued by passive foreign investment companies or to engage in securities lending. For temporary defensive purposes, when an adviser determines that market conditions warrant, it may invest up to 50% of the assets of the Portfolio for which it is responsible in the U.S. and non-U.S. money market instruments described above and other U.S. and non-U.S. long- and short-term debt instruments which are rated BBB or higher by S&P or Moody's at the time of purchase, or are determined by the advisers to be of comparable quality; may invest a portion of such assets in cash; and may invest such assets in securities of supranational entities which are rated A or higher by S&P or Moody's at the time of purchase or are determined by the advisers to be of comparable quality. Fixed income securities rated BBB or Baa lack outstanding investment characteristics, and have speculative characteristics as well. EUROPEAN EQUITY The European Equity and Pacific Basin Equity Portfolios have PACIFIC BASIN the same general investment policies as the Core EQUITY International Equity Portfolio. Investments in equity securities of European or Pacific Basin issuers could include securities of companies located in and governments of developing countries (possibly including countries formerly controlled by communist governments), and such securities may be traded in emerging markets. 7 Investments in any such emerging markets or less developed countries, including investments in former communist countries, will not exceed 5% of a Portfolio's total assets at the time of purchase. Furthermore, each Portfolio may enter into foreign currency contracts to hedge a specific security transaction, to hedge a portfolio position or to adjust the Portfolio's currency exposure. In addition, each Portfolio may invest in futures contracts and swaps and may purchase securities on a when-issued or delayed delivery basis. The Portfolio may also purchase and write options to buy or sell futures contract. Securities of non-U.S. issuers purchased by these Portfolios may be purchased in foreign markets, on U.S. registered exchanges, the over-the-counter market or in the form of sponsored or unsponsored ADRs traded on registered exchanges or NASDAQ or sponsored or unsponsored EDRs, CDRs or GDRs. The Portfolios will typically invest in equity securities listed on recognized foreign exchanges, but may also invest in securities traded in over-the-counter markets. For temporary defensive purposes, when the advisers determine that market conditions warrant, each Portfolio may invest up to 50% of its assets in the U.S. and non-U.S. money market instruments described above and other U.S. and non-U.S. long- and short-term debt instruments which are rated A or higher by S&P or Moody's at the time of purchase, or are determined by the advisers to be of comparable quality; may hold a portfolio of its assets in cash; and may invest in securities of supranational entities which are rated A or higher by S&P or Moody's at the time of purchase or are determined by the advisers to be of comparable quality. The advisers' approach to selecting the equity securities in which the European Equity Portfolio will invest is fundamental and stock driven; portfolio managers and analysts concentrate primarily on finding the best stock ideas, premised on undervalued growth, that exist in the advisers' stock universe and which satisfy their growth oriented screening process. After the generation of stock ideas and the initial stage of portfolio construction, country exposure and the industry concentration of the Portfolio are reviewed to ensure proper diversification. The advisers' approach to selecting the equity securities in which the Pacific Basin Equity Portfolio will invest is to place great emphasis on a research driven process based upon its belief that stock market returns reflect underlying fundamentals. In managing a Pacific Basin portfolio, the advisers view the region in two parts: Japan and all other areas. In Japan, the dominant economy and stock market in the region, there is a strong emphasis on stock selection with small- to medium-sized companies playing an important role during specific cycles of the Japanese economy. In considering opportunities throughout the rest of the region, the advisers aim to capitalize on the faster growth rates occurring outside Japan and a rapidly expanding universe of securities. EMERGING In addition to its primary investments, described above, the MARKETS EQUITY Portfolio may invest up to 35% of its total assets in debt securities, including up to 5% of its total assets in debt 8 securities rated below investment grade. These debt securities will include debt securities of emerging market companies. Bonds rated below investment grade are often referred to as "junk bonds." Such securities involve greater risk of default or price declines than investment grade securities. The Portfolio may invest in certain debt securities issued by the governments of emerging market countries that are or may be eligible for conversion into investments in emerging market companies under debt conversion programs sponsored by such governments. The Portfolio may invest up to 10% of its total assets in illiquid securities. The Portfolio's advisers believe that carefully selected investments in joint ventures, cooperatives, partnerships, private placements, unlisted securities and other similar situations (collectively, "special situations") could enhance the Portfolio's capital appreciation potential. Investments in special situations may be illiquid, as determined by the Portfolio's advisers based on criteria approved by the Board of Trustees. To the extent these investments are deemed illiquid, the Portfolio's investment in them will be consistent with its 10% restriction on investment in illiquid securities. The Portfolio may invest up to 10% of its total assets in shares of other investment companies. The Portfolio may invest in futures contracts and purchase securities on a when-issued or delayed delivery basis. The Portfolio may also purchase and write options to buy or sell futures contracts. For temporary defensive purposes, when the advisers determine that market conditions warrant, the Portfolio may invest up to 20% of its total assets in the equity securities of companies constituting the Morgan Stanley Capital International Europe, Australia, Far East Index (the "EAFE Index"). These companies typically have larger average market capitalizations than the emerging market companies in which the Portfolio generally invests. The Emerging Markets Equity Portfolio uses a proprietary, quantitative asset allocation model created by its sub- adviser. This model employs mean-variance optimization, a process used in developed markets based on modern portfolio theory and statistics. Mean-variance optimization helps determine the percentage of assets to invest in each country to maximize expected returns for a given risk level. The Portfolio invests in those countries that the advisers expect to have the highest risk/reward tradeoff when incorporated into a total portfolio context. The advisers attempt to construct a portfolio of emerging market investments that approximates the risk level of an internationally diversified portfolio of securities in developed markets. This "top-down" country selection is combined with "bottom-up" fundamental industry analysis and stock selection based on original research, publicly available information, and company visits. The Fund's investments in emerging markets can be considered speculative, and therefore may offer higher potential for gains and losses than developed markets of the 9 world. With respect to any emerging country, there is the greater potential for nationalization, expropriation or confiscatory taxation, political changes, government regulation, social instability or diplomatic developments (including war) which could affect adversely the economies of such countries or investments in such countries. The economies of developing countries generally are heavily dependent upon international trade and, accordingly, have been and may continue to be adversely affected by trade barriers, exchange controls, managed adjustments in relative currency values and other protectionist measures imposed or negotiated by the countries with which they trade. INTERNATIONAL The fixed income securities in which the International Fixed FIXED INCOME Income Portfolio will invest are (i) fixed income securities issued or guaranteed by a foreign government or one of its agencies, authorities, instrumentalities or political subdivisions; (ii) fixed income securities issued or guaranteed by supranational entities; (iii) fixed income securities issued by foreign corporations; (iv) convertible bond securities; and (v) fixed income securities issued by foreign banks or bank holding companies. All such investments will be in high quality securities denominated in various currencies, including the European Currency Unit. High quality securities are rated in one of the highest four rating categories by a nationally recognized statistical rating agency ("NRSRO") or of comparable quality at the time of purchase as determined by the advisers. Securities or obligations rated in the fourth highest rating category may have speculative characteristics. Any remaining assets of the Portfolio will be invested in any of the fixed income securities described above, obligations issued or guaranteed as to principal and interest by the United States Government, its agencies or instrumentalities ("U.S. Government securities"), swaps, options and futures. The Portfolio may also purchase and write options to buy or sell futures contracts. The Portfolio also may enter into forward currency contracts, purchase securities on a when-issued or delayed delivery basis and engage in short selling. The Portfolio may invest up to 10% of its total assets in illiquid securities. Furthermore, although the Portfolio will concentrate its investments in relatively developed countries, the Portfolio may invest up to 5% of its assets in similar securities or debt obligations that are denominated in the currencies of developing countries and that are of comparable quality to such securities and debt obligations at the time of purchase as determined by the advisers. There are no restrictions on the average maturity of the International Fixed Income Portfolio or the maturity of any single instrument. Maturities may vary widely depending on the advisers' assessment of interest rate trends and other economic and market factors. In the event a security owned by the Portfolio is downgraded below the rating categories discussed above, the advisers will review the situation and take appropriate action with regard to the security. The International Fixed Income Portfolio is a non- diversified investment company, as defined in the Investment Company Act of 1940, as amended (the "1940 Act"), which means that more than 5% of its assets may be invested in one or more issuers, although 10 the advisers do not intend to invest more than 5% of its assets in any single issuer with the exception of securities which are issued or guaranteed by a national government. Since a relatively high percentage of assets of the Portfolio may be invested in the obligations of a limited number of issuers, the value of shares of the Portfolio may be more susceptible to any single economic, political or regulatory occurrence than the shares of a diversified investment company would be. The Portfolio intends to satisfy the diversification requirements necessary to qualify as a regulated investment company under the Internal Revenue Code of 1986, as amended (the "Code"), by limiting its investments so that, at the close of each quarter of the taxable year, (a) not more than 25% of the market value of the Portfolio's total assets is invested in the securities (other than U.S. Government securities) of a single issuer and (b) at least 50% of the market value of the Portfolio's total assets is represented by (i) cash and cash items, (ii) U.S. Government securities and (iii) other securities limited in respect to any one issuer to an amount not greater in value than 5% of the market value of the Portfolio's total assets and to not more than 10% of the outstanding voting securities of such issuer. For temporary defensive purposes, when the advisers determine that market conditions warrant, the Portfolio may invest up to 100% of its assets in U.S. dollar-denominated fixed income securities or debt obligations and the following domestic and foreign money market instruments: government obligations, certificates of deposit, bankers' acceptances, time deposits, commercial paper, short-term corporate debt issues and repurchase agreements. The Portfolio may hold a portion of its assets in cash for liquidity purposes. Fixed income securities rated BBB or Baa lack outstanding investment characteristics, and have speculative characteristics as well. Under normal circumstances the portfolio turnover rate for this Portfolio is expected to exceed 100% per year. Short-term gains realized from portfolio transactions are taxable to shareholders as ordinary income. In addition, higher portfolio turnover rates can result in corresponding increases in portfolio transaction costs. The Portfolio will not consider portfolio turnover a limiting factor in implementing investment decisions which are consistent with the Portfolio's objectives and policies. For additional information regarding the Portfolios' permitted investments see "Description of Permitted Investments and Risk Factors" in this Prospectus and "Description of Permitted Investments" in the Statement of Additional Information. For a description of the above ratings see the Statement of Additional Information. INVESTMENT LIMITATIONS ____________________________________________________________________ The investment objective and investment limitations are fundamental policies of the Portfolios. Fundamental policies cannot be changed with respect to the Trust or a Portfolio 11 without the consent of the holders of a majority of the Trust's or that Portfolio's outstanding shares. No Portfolio may: 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 restriction does not apply to the International Fixed Income Portfolio. 2. Purchase any securities which would cause more than 25% of its total assets to be invested in the securities of one or more issuers conducting their principal business activities in the same industry, provided that this limitation does not apply to investments in securities issued or guaranteed by the United States Government, its agencies or instrumentalities. 3. Borrow money in an amount exceeding 33 1/3% of the value of its total assets, provided that, for purposes of this limitation, investment strategies which either obligate a Portfolio to purchase securities or require a Portfolio to segregate assets are not considered to be borrowings. To the extent that its borrowings exceed 5% of its assets, (i) all borrowings will be repaid before making additional investments and any interest paid on such borrowings will reduce income, and (ii) asset coverage of at least 300% is required. The foregoing percentage limitations will apply at the time of the purchase of a security. Additional investment limitations are set forth in the Statement of Additional Information. THE MANAGER AND SHAREHOLDER SERVICING AGENT ________________________________________________________________ SEI Financial Management Corporation ("SFM"), provides the Trust with overall management services, regulatory reporting, all necessary office space, equipment, personnel and facilities, and acts as dividend disbursing agent and shareholder servicing agent. Supervised Service Company serves as transfer agent (the "Transfer Agent") to the Trust. For its management services, SFM is entitled to a fee which is calculated daily and paid monthly at an annual rate of .45% of the average daily net assets of the Core International Equity Portfolio, .80% of the average daily net assets of the European Equity and Pacific Basin Equity Portfolios, .65% of the average daily net assets of the Emerging Markets Equity Portfolio and .60% of the average daily net assets of the International Fixed Income Portfolio. SFM has voluntarily agreed to waive all or a portion of its fees and 12 if necessary, reimburse other operating expenses in order to limit the total operating expenses of each Portfolio. SFM reserves the right to terminate these voluntary fee waivers at any time in its sole discretion. Absent SFM's fee waiver and expense reimbursement, the management and advisory fees for each Portfolio would be higher than that paid by most mutual funds. For the fiscal year ended February 28, 1995, the Portfolios paid SFM fees (shown here as a percentage of average daily net assets after fee waivers) as follows: Core International Equity--.56%; European Equity--.53%; Pacific Basin Equity--.42%; and International Fixed Income--.35%. For the fiscal year ended February 28, 1995, SFM waived all management fees and reimbursed the Emerging Markets Equity Portfolio 2.38% of its average daily net assets. THE ADVISER _______________________________________________________________ Under an advisory agreement with the Trust (the "Advisory Agreement") SFM acts as the investment adviser for each Portfolio. Under the Advisory Agreement, SFM has general oversight responsibility for the investment advisory services provided to the Portfolios, including formulating the Portfolios' investment policies and analyzing economic trends affecting the Portfolios. In addition, SFM is responsible for managing the allocation of assets among the Portfolio's sub-advisers and directing and evaluating the investment services provided by the sub-advisers, including their adherence to each Portfolio's respective investment objective and policies and each Portfolio's investment performance. In accordance with each Portfolio's investment objective and policies, and under the supervision of the adviser and the Trust's Board of Trustees, each sub-adviser is responsible for the day-to-day investment management of all or a discrete portion of the assets of a Portfolio. SFM and the sub-advisers are authorized to make investment decisions for the Portfolios and place orders on behalf of the Portfolios to effect the investment decisions made. SFM is currently seeking an exemptive order from the Securities and Exchange Commission (the "SEC") that would permit SFM, with the approval of the Trust's Board of Trustees, to retain sub-advisers for a Portfolio without submitting the sub-advisory agreement to a vote of the Portfolio's shareholders. If granted, exemptive relief would permit the disclosure of only the aggregate amount payable by SFM under all such sub-advisory agreements. A Portfolio will notify shareholders in the event of any addition or change in the identity of its sub-advisers. Until or unless this exemptive order is granted, if one of the advisers is terminated or departs from a Portfolio with multiple advisers, the Portfolio will handle such termination or departure in one of two ways. First, the Portfolio may propose that a new adviser be appointed to manage that portion of the Portfolio's assets managed by the departing adviser. In this case, the Portfolio would be required to submit to the vote of the Portfolio's shareholders the approval of an investment advisory 13 contract with the new adviser. In the alternative, the Portfolio may decide to allocate the departing adviser's assets among the remaining advisers. This allocation would not require new investment advisory contracts with the remaining advisers, and consequently no shareholder approval would be necessary. SEI FINANCIAL SFM is a wholly-owned subsidiary of SEI Corporation ("SEI"), MANAGEMENT a financial services company located in Wayne, Pennsylvania. CORPORATION The principal business address of SFM is 680 East Swedesford Road, Wayne, Pennsylvania 19087-1658. SEI was founded in 1968 and is a leading provider of investment solutions to banks, institutional investors, advisers and insurance companies. Affiliates of SFM have provided consulting advice to institutional investors for more than 20 years, including advice regarding selection and evaluation of investment advisers. SFM currently serves as manager or administrator to more than 26 investment companies, including more than 220 portfolios, which investment companies have more than $48 billion in assets as of March 31, 1995. SFM is entitled to a fee, which is calculated daily and paid monthly, at an annual rate of .475% of the Core International Equity and European Equity Portfolios' average daily net assets, .55% of the Pacific Basin Equity Portfolio's average daily net assets, 1.05% of the Emerging Markets Equity Portfolio's average daily net assets, and .45% of the International Fixed Income Portfolio's average daily net assets. For the fiscal year ended February 28, 1995, SFM received the following advisory fees (shown here as a percentage of average daily net assets): Core International Equity Portfolio .475% and Emerging Markets Equity Portfolio 1.05%. THE SUB-ADVISERS _______________________________________________________________ ACADIAN ASSET Acadian Asset Management, Inc. ("Acadian") act as a sub- MANAGEMENT, adviser for the Core International Equity Portfolio pursuant INC. to a sub-advisory agreement with SFM. In accordance with the Portfolio's investment objectives and policies and under the supervision of SFM and the Trust's Board of Trustees, Acadian is responsible for the day-to-day investment management of the portion of the Portfolio assigned to it by the Board of Trustees and, with respect thereto, places orders on behalf of the Portfolio to effect the investment decisions made. Acadian, a wholly-owned subsidiary of United Asset Management Corporation, was founded in 1977 and manages approximately $2 billion in assets invested globally. Acadian's business address is 260 Franklin Street, Boston, Massachusetts 02110. An investment committee has been responsible for managing Portfolio assets allocated to Acadian since its inception. Acadian is entitled to a fee from SFM calculated on the basis of a percentage of the market value of the assets assigned to it. That fee, which is paid monthly, is based on an annual percentage rate of .325% of assets managed up to $150 million; .25% of the next 14 $100 million of such assets; .15% of the next $100 million of such assets; and .10% of such assets in excess of $350 million. On November 7, 1994, Brinson Partners, Inc., the Core International Portfolio's investment adviser, was replaced by Acadian and WorldInvest Limited on an interim basis. At a Special Shareholders Meeting held on December 16, 1994, the Portfolio's Shareholders approved SFM as the investment adviser and Acadian and WorldInvest Limited as the investment sub-advisers to the Portfolio, effective December 19, 1994. WORLD INVEST WorldInvest Limited ("WorldInvest") acts as a sub-adviser LIMITED for the Core International Equity Portfolio pursuant to a sub-advisory agreement with SFM. In accordance with the Portfolio's investment objectives and policies and under the supervision of SFM and the Trust's Board of Trustees, WorldInvest is responsible for the day-to-day investment management of the portion of the Portfolio assigned to it by the Board of Trustees and, with respect thereto, places orders on behalf of the Portfolio to effect the investment decisions made. WorldInvest is a wholly-owned subsidiary of WorldInvest Holdings Limited, an English corporation formed in 1977. WorldInvest is an international investment manager with its principal office at 56 Russell Square, London, England. The firm has managed equity securities on a global basis since 1977. Total global assets under management as of February 28, 1995 were more than $5.7 billion, of which more than $3.0 billion were invested in global equities. The Portfolio assets allocated to WorldInvest have been managed by a team of equity portfolio managers led by Mark Beale since the Portfolio's inception. Mr. Beale is a Director and an Equity Investment Manager for WorldInvest and has been with the firm since 1982. WorldInvest is entitled to a fee from SFM calculated on the basis of a percentage of the market value of the assets assigned to it. That fee, which is paid monthly, is based on an annual percentage rate of .325% of assets managed up to $300 million and .20% of such assets in excess of $300 million. MORGAN GRENFELL Morgan Grenfell Investment Services Limited ("MG") acts as INVESTMENT the investment sub-adviser for the European Equity SERVICES Portfolio. MG, a subsidiary of Morgan Grenfell Asset LIMITED Management Limited, managed over $9.5 billion in assets as of December 31, 1994. Morgan Grenfell Asset Management Limited, a wholly-owned subsidiary of Deutsche Bank, A.G., a German financial services conglomerate, managed over $48 billion in assets as of December 31, 1994. MG has over 15 years experience in managing international portfolios for North American clients. Morgan Grenfell Asset Management employs more than 15 European investment professionals. MG attempts to exploit perceived inefficiencies present in the European markets with original research and an emphasis on stock selection. The principal address of MG is 20 Finsbury Circus, London, England, EC2M 1NB. 15 Julian R. Johnston and Jeremy G. Lodwick have shared primary responsibility for the European Equity Portfolio since its inception. Mr. Johnston has 20 years experience in European equity investment. Mr. Johnston joined MG in 1984 and is currently the head of the MG Continental European investment team. He speaks French, German, Swedish and Danish fluently. Mr. Lodwick has ten years experience in European equity investment. He joined MG in 1986 and was a UK equity research analyst before moving to New York where he was a member of the client liaison and marketing team for 5 years. He returned to the london office in 1991 to manage European equity portfolios. MG is entitled to a fee, which is paid monthly by SFM, at an annual rate of .325% of the European Equity Portfolio's average daily net assets. For the fiscal year ended February 28, 1995, MG received an advisory fee of .325% of the Portfolio's average net assets. SCHRODER Schroder Capital Management International Limited ("SC") CAPITAL acts as the investment sub-adviser for the Pacific Basin MANAGEMENT Equity Portfolio. SC was founded in January 1989 and is a INTERNATIONAL wholly-owned indirect subsidiary of Schroders plc, the LIMITED holding company parent of an investment banking and investment management group of companies (the "Schroder Group"). The investment management operations of the Schroder Group are located in 17 countries worldwide, including seven in Asia. As of March 1, 1995, the Schroder Group had over $80 billion in assets under management. As of that date, SC had over $13 billion in assets under management. The Schroder Group has research resources throughout the Asian region, consisting of offices in Tokyo, Hong Kong, Singapore, Kuala Lumpur, Seoul, Taipei and Jakarta, staffed by 38 investment professionals. SC's investment process emphasizes individual stock selection and company research conducted by professionals at each local office which is integrated into SC's global research network by the manager of research in London. The principal address of SC is 33 Gutter Lane, London EC2V BAS, England. John S. Ager, a Senior Vice President and Director of SC, and John Stainsby, First Vice President of SC, both serve as principal portfolio managers for the Pacific Basin Equity Portfolio since its inception. Mr. Ager has over 20 years of experience in managing client accounts invested in Asian countries. Mr. Stainsby has over 10 years experience of managing Asian investments. SC is entitled to a fee, which is paid monthly by SFM, at an annual rate of .40% of the first $100 million in average daily net assets of the Pacific Basin Equity Portfolio, .30% of the next $50 million in assets, and .20% of assets in excess of $150 million. For the fiscal year ended February 28, 1995, SC received an advisory fee of .40% of the portfolio's average net assets. MONTGOMERY Montgomery Asset Management, L.P. ("MAM') acts as the sub- ASSET adviser for the Emerging Markets Equity Portfolio. In MANAGEMENT, accordance with the Portfolio's investment objective and L.P. 16 policies and under the supervision of SFM and the Trust's Board of Trustees, MAM is responsible for the day-to-day investment management of the Portfolio and places orders on behalf of the Portfolio to effect the investment decisions made. MAM is an independent affiliate of Montgomery Securities, a San Francisco based investment banking firm. As of March 31, 1995, MAM had approximately $4.5 billion in assets under management. MAM has over four years experience providing investment management services. The principal address of MAM is 600 Montgomery Street, San Francisco, CA 94111. Josephine S. Jimenez and Bryan L. Sudweeks share primary responsibility for the Emerging Markets Equity Portfolio. Ms. Jimenez and Mr. Sudweeks have thirteen and six years experience, respectively, in emerging markets investment. Both joined MAM in 1991. MAM is entitled to a fee, which is paid monthly by SFM, at an annual rate of .90% of the market value of investments under management by MAM up to and including $50 million and .55% of the market value of investments under management by MAM in excess of $50 million. For the fiscal year ended February 28, 1995, MAM received a sub-advisory fee of .98% of the Portfolio's average net assets. STRATEGIC FIXED Strategic Fixed Income, L.P. ("SFI") acts as the investment INCOME, L.P. sub-adviser for 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 Kenneth Windheim and the limited partner is Strategic Investment Management ("SIM"). As of March 1, 1995, SFI manages $4 billion in global and international fixed income portfolios. Together, as of March 1, 1995 SFI and SIM managed over $15 billion in client assets. The principal address of SFI is 1001 Nineteenth Street, North, 16th Floor, Arlington, Virginia 22209. Kenneth Windheim, President of SFI is the senior portfolio manager of the Portfolio since its inception in 1991. Mr. Windheim is assisted by Gregory Barrett, Director of SFI and portfolio manager of the Portfolio since April 1994. Prior to forming SFI Kenneth Windheim managed a global fixed income portfolio at Prudential Asset Management. Prior to joining SFI, Gregory Barrett was the portfolio manager for the Pilgrim Multi-Market Income Fund with active use of foreign exchange option strategies. Prior to that he was vice president and senior fixed income portfolio manager at Lexington Management. SFI is entitled to a fee, which is paid monthly by SFM, 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, 1995, the Portfolio paid advisory fees of .25% of its average daily net assets. 17 DISTRIBUTION ___________________________________________________________________ SEI Financial Services Company (the "Distributor"), a wholly-owned subsidiary of SEI, serves as each Portfolio's distributor pursuant to a distribution agreement (the "Distribution Agreement") with the Trust. Each Portfolio has a separate distribution plan for its shares (the "Class A Plan" and the "Class D Plan"; collectively, the "Plans") pursuant to Rule 12b-1 under the 1940 Act. The Trust intends to operate the Plans in accordance with their terms and with the NASD rules concerning sales charges. The Distribution Agreement and Plans provide for reimbursement for expenses incurred by the Distributor in an amount not to exceed .30% of the average daily net assets of each Portfolio on an annualized basis, provided those expenses are permissible as to both type and amount under a budget. The budget must be approved and monitored by the Trustees, including those Trustees who are not interested persons and have no financial interest in the Plan or any related agreement ("Qualified Trustees"). The Class D Plan also provides for additional payments for distribution and shareholder services as described below. Distribution-related expenses reimbursable to the Distributor under the budget include those related to the costs of advertising and sales materials, the costs of federal and state securities law registration, advertising expenses and promotional and sales expenses including expenses for travel, communication and compensation and benefits for sales personnel. The Trust is not obligated to reimburse the Distributor for any expenditures in excess of the approved budget. Currently the budget (shown here as a percentage of daily net assets) for the Core International Equity, European Equity, Pacific Basin Equity, Emerging Markets Equity and International Fixed Income Portfolios is .15%. Distribution expenses not attributable to a specific Portfolio are allocated among each of the Portfolios of the Trust based on average net assets. The Class D Plan, in addition to providing for the reimbursement payments described above, provides for payments to the Distributor in an amount not to exceed .30% of the Portfolio's average daily net assets attributable to Class D shares. These additional 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. This additional payment may be used to compensate financial institutions that provide distribution-related services to their customers. 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 also execute brokerage or other agency transactions through the Distributor for which the Distributor may receive usual and customary compensation. In addition, the Distributor may, from time to time in its sole discretion, institute one or more promotional incentive programs, which will be paid by the Distributor from 18 the sales charge it receives or from any other source available to it. Under any such program, the Distributor will provide promotional incentives, in the form of cash or other compensation, including merchandise, airline vouchers, trips and vacation packages, to all dealers selling shares of the Portfolios. Such promotional incentives will be offered uniformly to all dealers and predicated upon the amount of shares of the Portfolios sold by the dealer. PURCHASE AND REDEMPTION OF SHARES ____________________________________________________________________ Financial institutions may acquire Class A shares of the Portfolios for their own account or as a record owner on behalf of fiduciary, agency or custody accounts by placing orders with the Transfer Agent. Institutions that use certain SEI proprietary systems may place orders electronically through those systems. State securities laws may require banks and financial institutions purchasing shares for their customers to register as dealers pursuant to state laws. Financial institutions may impose an earlier cut-off time for receipt of purchase orders directed through them to allow for processing and transmittal of these orders to the Transfer Agent for effectiveness the same day. Financial institutions which purchase shares for the accounts of their customers may impose separate charges on these customers for account services. Shares of the Portfolios are offered only to residents of states in which the shares are eligible for purchase. Shares of each Portfolio may be purchased or redeemed on days on which the New York Stock Exchange is open for business ("Business Days"). Shareholders who desire to purchase shares for cash must place their orders with the Transfer Agent prior to 4:00 p.m. Eastern time on any Business Day for the order to be accepted on that Business Day. 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. 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 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. The market value of each portfolio security is obtained by SFM from an independent pricing service. Securities having maturities of 60 days or less at the time of 19 purchase will be valued using the amortized cost method (described in the Statement of Additional Information), which approximates the securities' market value. The pricing service may use a matrix system to determine valuations of equity and fixed income securities. This system considers such factors as security prices, yields, maturities, call features, ratings and developments relating to specific securities in arriving at valuations. The pricing service may also provide market quotations. The procedures used by the pricing service and its valuations are reviewed by the officers of the Trust under the general supervision of the Trustees. Portfolio securities for which market quotations are available are valued at the last quoted sale price on each Business Day or, if there is no such reported sale, at the most recently quoted bid price. Shareholders who desire to redeem shares of the Portfolios must place their redemption orders with the Transfer Agent prior to 4:00 p.m. Eastern time on any Business Day. The redemption price is the net asset value per share of the Portfolio next determined after receipt by the Transfer Agent of the redemption order. Payment on redemption will be made as promptly as possible and, in any event, within seven days after the redemption order is received. 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, and you experience difficulties placing redemption orders by telephone, you may wish to consider placing your order 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. 20 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 other mutual funds tracked by mutual fund rating services (such as Lipper Analytical), financial and business publications and periodicals, broad groups of comparable mutual funds, unmanaged indices which may assume investment of dividends but generally do not reflect deductions for administrative and management costs or to other investment alternatives. A Portfolio may quote Morningstar, Inc., a service that ranks mutual funds on the basis of risk- adjusted performance. A Portfolio may use long-term performance of these capital markets to demonstrate general long-term risk versus reward scenarios and could include the value of a hypothetical investment in any of the capital markets. A Portfolio may also quote financial and business publications and periodicals as they relate to fund management, investment philosophy and investment techniques. A Portfolio may quote various measures of volatility and benchmark correlation in advertising and may compare these measures to those of other funds. Measures of volatility attempt to compare historical share price fluctuations or total returns to a benchmark while measures of benchmark correlation indicate how valid a comparative benchmark might be. Measures of volatility and correlation are calculated using averages of historical data and cannot be calculated precisely. Additional performance information is set forth in the 1995 Annual Report to Shareholders and is available upon request and without charge by calling 1-800-342-5734. TAXES __________________________________________________________________________ The following summary of federal income tax consequences is based on current tax laws and regulations, which may be changed by legislative, judicial or administrative action. No attempt has been made to present a detailed explanation of the federal, state or local tax treatment of the Portfolios or their shareholders. Accordingly, shareholders are urged to consult their tax advisers regarding specific questions as to federal, state and local taxes. State and local tax consequences of an investment in a Portfolio may differ from the federal income tax consequences described below. Additional information concerning taxes is set forth in the Statement of Additional Information. Tax Status of Each Portfolio is treated as a separate entity for federal the Portfolios 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. 21 Tax Status of Each Portfolio distributes substantially all of its net Distributions investment income (including net short-term capital gains) to shareholders. Dividends from a Portfolio's net investment income are taxable to its shareholders as ordinary income (whether received in cash or in additional shares) and will not qualify for the deduction for the corporate dividends- received deduction. Distributions of net capital gains are taxable to shareholders as long-term capital gains regardless of how long the shareholders have held shares. The Portfolios provide annual reports to shareholders of the federal income tax status of all distributions. Dividends declared by a Portfolio in October, November or December of any year and payable to shareholders of record on a date in such a month will be deemed to have been paid by the Portfolio and received by the Shareholders on December 31 of the year declared if paid by the Portfolio at any time during the following January. Each Portfolio intends to make sufficient distributions to avoid liability for the federal excise tax. 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. 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 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. 22 Trustees of the The management and affairs of the Trust are supervised by Trust the Trustees under the laws of the Commonwealth of Massachusetts. The Trustees have approved contracts under which, as described above, certain companies provide essential management services to the Trust. Voting Rights Each share held entitles the shareholder of record to one vote. The 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 special meeting called upon written request of shareholders owning at least 10% of the outstanding shares of the Trust. In the event that such a meeting is requested, the Trust will provide appropriate assistance and information to the shareholders requesting the meeting. Reporting The Trust issues unaudited financial information semi- annually and audited financial statements annually. The Trust furnishes proxy statements and other reports to shareholders of record. Shareholder Shareholder inquiries should be directed to the Manager, SEI Inquiries Financial Management Corporation, 680 East Swedesford Road, Wayne, PA 19087. Dividends Substantially all of the net investment income (exclusive of capital gains) of each Portfolio is periodically declared and paid as a dividend. Currently, net capital gains (the excess of net long-term capital gain over net short-term capital loss) realized, if any, will be distributed at least annually. Shareholders automatically receive all income dividends and capital gain distributions in additional shares at the net asset value next determined following the record date, unless the shareholder has elected to take such payment in cash. Shareholders may change their election by providing written notice to SFM at least 15 days prior to the distribution. Dividends and capital gains of each Portfolio are paid on a per-share basis. The value of each share will be reduced by the amount of any such payment. If shares are purchased shortly before the record date for a dividend or capital gains distributions, a shareholder will pay the full price for the share and receive some portion of the price back as a taxable dividend or distribution. Counsel and Morgan, Lewis & Bockius serves as counsel to the Trust. Independent Price Waterhouse LLP serves as the independent accountants Accountants of the Trust. Custodian and State Street Bank and Trust Company, 225 Franklin Street, Wire Agent Boston, MA 02110 (a "Custodian"), acts as Custodian for the assets of the Core International Equity and Emerging Markets Equity Portfolios. The Chase Manhattan Bank, N.A., Chase MetroTech Center, Brooklyn, NY 11245 (a "Custodian" and together, the "Custodians"), acts as Custodian for the assets of the European Equity, Pacific Basin Equity and International Fixed Income Portfolios. The Custodians hold cash, securities and other assets of the Trust 23 as required by the 1940 Act. CoreStates Bank, N.A., Broad and Chestnut Streets, P.O. Box 7618, Philadelphia, PA 19101 acts as wire agent of the Trust's assets. DESCRIPTION OF PERMITTED INVESTMENTS AND RISK FACTORS _________________________________________________________________ The following is a description of the permitted investment practices for the Portfolios, and the associated risk factors: American ADRs are securities, typically issued by a U.S. financial Depositary institution (a "depositary"), that evidence ownership Receipts interests in a security or a pool of securities issued by a ("ADRs") foreign issuer and deposited with the depositary. ADRs Continental include American Depositary Shares and New York Shares. Depositary EDRs, which are sometimes referred to as Continental Receipts Depositary Receipts ("CDRs"), are securities, typically ("CDRs"), issued by a non-U.S. financial institution, that evidence European ownership interests in a security or a pool of securities Depositary issued by either a U.S. or foreign issuer. GDRs are issued Receipts globally and evidence a similar ownership arrangement. ("EDRs") and Generally, ADRs are designed for trading in the U.S. Global securities market, EDRs are designed for trading in European Depositary Securities Markets and GDRs are designed for trading in non- Receipts U.S. Securities Markets. ADRs, EDRs, CDRs and GDRs may be ("GDRs") available for investment through "sponsored" or "unsponsored" facilities. A sponsored facility is established jointly by the issuer of the security underlying the receipt and a depositary, whereas an unsponsored facility may be established by a depositary without participation by the issuer of the receipt's underlying security. Holders of an unsponsored depositary receipt generally bear all the costs of the unsponsored facility. The depositary of an unsponsored facility frequently is under no obligation to distribute shareholder communications received from the issuer of the deposited security or to pass through to the holders of the receipts voting rights with respect to the deposited securities. Bankers' Bankers' acceptances are bills of exchange or time drafts Acceptances drawn on and accepted by a commercial bank. Bankers' acceptances are issued by corporations to finance the shipment and storage of goods. Maturities are generally six months or less. Certificates of Certificates of deposit are interest bearing instruments Deposit with a specific maturity. They 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 with penalties for early withdrawal will be considered illiquid. Commercial Commercial paper is a term used to describe unsecured short- Paper term promissory notes issued by banks, municipalities, corporations and other entities. Maturities on these issues vary from a few to 270 days. Convertible Convertible securities are corporate securities that are Securities exchangeable for a set number of another security at a prestated price. Convertible securities typically have characteristics 24 similar to both fixed income and equity securities. Because of the conversion feature, the market value of a convertible security tends to move with the market value of the underlying stock. The value of a convertible security is also affected by prevailing interest rates, the credit quality of the issuer, and any call provisions. Equity Equity securities represent ownership interests in a company Securities or corporation and consist of common stock, preferred stock, warrants and rights to subscribe to common stock and in general, any security that is convertible into or exchangeable for common stock. Investments in common stocks are subject to market risks which may cause their prices to fluctuate over time. The value of convertible securities is also affected by prevailing interest rates, the credit quality of the issuer and any call provisions. Changes in the value of fund securities will not necessarily affect cash income derived from these securities but will affect a Portfolio's net asset value. Fixed Income Fixed income securities are debt obligations issued by Securities corporations, municipalities and other borrowers. The market value of the fixed income investments will generally change in response to interest rate changes and other factors. During periods of falling interest rates, the values of outstanding fixed income securities generally rise. Conversely, during periods of rising interest rates, the values of such securities generally decline. Moreover, while securities with longer maturities tend to produce higher yields, the prices of longer maturity securities are also subject to greater market fluctuations as a result of changes in interest rates. Changes by recognized agencies in the rating of any fixed income security and in the ability of an issuer to make payments of interest and principal also affect the value of these investments. Changes in the value of these securities will not affect cash income derived from these securities but will affect a Portfolio's net asset value. Forward A forward contract involves an obligation to purchase or Currency sell a specific currency amount at a future date, agreed Contracts 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 Futures contracts provide for the future sale by one party Contracts and and purchase by another party of a specified amount of a Options on specific security at a specified future time and at a Futures specified price. An option on a futures contract gives the Contracts 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 25 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. Stock index futures are futures contracts for various stock indices that are traded on registered securities exchanges. A stock index futures contract obligates the seller to deliver (and the purchaser to take) an amount of cash equal to a specific dollar amount times the difference between the value of a specific stock index at the close of the last trading day of the contract and the price at which the agreement is made. There are risks associated with these activities, including the following: (1) the success of a hedging strategy may depend on an ability to predict movements in the prices of individual securities, fluctuations in markets and movements in interest rates, (2) there may be an imperfect or no correlation between the changes in market value of the securities held by the Portfolio and the prices of futures and options on futures, (3) there may not be a liquid secondary market for a futures contract or option, (4) trading restrictions or limitations may be imposed by an exchange, and (5) government regulations may restrict trading in futures contracts and futures options. A Portfolio may enter into futures contracts and options on futures contracts traded on an exchange regulated by the Commodities Futures Trading Commission ("CFTC"), as long as, to the extent that such transactions are not for "bona fide hedging purposes," the aggregate initial margin and premiums on such positions (excluding the amount by which such options are in the money) do not exceed 5% of a Portfolio's net assets. A Portfolio may buy and sell futures contracts and related options to manage its exposure to changing interest rates and securities prices. Some strategies reduce a Portfolio's exposure to price fluctuations, while others tend to increase its market exposure. Futures and options on futures can be volatile instruments and involve certain risks that could negatively impact a Portfolio's return. Illiquid Illiquid securities are securities that cannot be disposed Securities of within seven business days at approximately the price at which they are being carried on a Portfolio's books. An illiquid security includes a demand instrument with a demand notice period exceeding seven days, when there is no secondary market for such security and repurchase agreements with duration over seven days in length. Investment Because of restrictions on direct investment by U.S. Companies entities in certain countries, investment in other investment companies may be the most practical or only manner in which an international and global fund can invest in the securities markets of those countries. A Portfolio does not intend to invest in other investment companies unless, in the judgment of its advisers, the potential benefits of such investments exceed the associated costs relative to the benefits and costs associated with direct investments in the underlying securities. 26 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. 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. 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." Obligations Supranational entities are entities established through the of Supranational joint participation of several governments and include the Entities 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. Options A put option gives the purchaser of the option the right to sell, and the writer of the option the obligation to buy, the underlying security at any time during the option period. A call option gives the purchaser of the option the right to buy, and the writer of the option the obligation to sell, the underlying security at any time during the option period. The premium paid to the writer is the consideration for undertaking the obligations under the option contract. The initial purchase (sale) of an option contract is an "opening transaction." In order to close out an option position, a Portfolio may enter into a "closing transaction," which is simply the sale (purchase) of an option contract on the same security with the same exercise price and expiration date as the option contract originally opened. A Portfolio may purchase put and call options to protect against a decline in the market value of the securities in its portfolio or to anticipate an increase in the market value of securities that the Portfolio may seek to purchase in the future. A Portfolio purchasing put and call options pays a premium therefor. If price movements in the underlying securities are such that exercise of the options would not be profitable for the Portfolio, loss of the premium paid may be offset by an increase in the value of the Portfolio's securities or by a decrease in the cost of acquisition of securities by the Portfolio. A Portfolio may write covered call options as a means of increasing the yield on its fund and as a means of providing limited protection against decreases in its market value. When a Fund sells an option, if the underlying securities do not increase or decrease to a price level that would make the exercise of the option profitable to the holder thereof, the option generally will expire without being exercised and the 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. 27 A Portfolio may purchase and write options on an exchange or over-the-counter. Over-the-counter ("OTC options") differ from exchange-traded options in several respects. They are transacted directly with dealers and not with a clearing corporation, and therefore entail the risk of non- performance by the dealer. OTC options are available for a greater variety of securities and for a wider range of expiration dates and exercise prices than are available for exchange-traded options. Because OTC options are not traded on an exchange, pricing is done normally by reference to information from a market maker. It is the position of the SEC that OTC options are generally illiquid. A Portfolio may purchase and write put and call options on foreign currencies (traded on U.S. and foreign exchanges or over-the-counter markets), to manage its exposure to exchange rates. Call options on foreign currency written by a Portfolio will be "covered," which means that the Portfolio will own an equal amount of the underlying foreign currency. With respect to put options on foreign currency written by a Portfolio, the Portfolio will establish a segregated account with its custodian bank consisting of cash or liquid, high grade debt securities in an amount equal to the amount the Portfolio would be required to pay upon exercise of the put. A Portfolio may purchase and write put and call options on indices and enter into related closing transactions. Put and call options on indices are similar to options on securities except that options on an index give the holder the right to receive, upon exercise of the option, an amount of cash if the closing level of the underlying index is greater than (or less than, in the case of puts) the exercise price of the option. This amount of cash is equal to the difference between the closing price of the index and the exercise price of the option, expressed in dollars multiplied by a specified number. Thus, unlike options on individual securities, all settlements are in cash, and gain or loss depends on price movements in the particular market represented by the index generally, rather than the price movements in individual securities. A Portfolio may choose to terminate an option position by entering into a closing transaction. The ability of a Portfolio to enter into closing transactions depends upon the existence of a liquid secondary market for such transactions. A Portfolio may engage in writing covered call options. Under a call option, the purchaser has the right to purchase and the writer (the Portfolio) the obligation to sell the underlying security at the exercise price during the option period. Options purchased by the Portfolio will be listed on a national securities exchange. In order to close out an option position, the Portfolio may enter into a "closing purchase transaction," which involves the purchase of an option on the same security at the same exercise price and expiration date. If the Portfolio is unable to effect a closing purchase transaction with respect to an option it has written, it will not be able to sell the underlying security until the option expires or the Portfolio delivers the security upon exercise. Permissible options include options on stock indices. 28 All options written on indices must be covered. When a Portfolio writes an option on an index, it will establish a segregated account containing cash or liquid high grade debt securities with its Custodian in an amount at least equal to the market value of the option and will maintain the account while the option is open or will otherwise cover the transaction. Risk Factors: Risks associated with options transactions include: (1) the success of a hedging strategy may depend on an ability to predict movements in the prices of individual securities, fluctuations in markets and movements in interest rates; (2) there may be an imperfect correlation between the movement in prices of options and the securities underlying them; (3) there may not be a liquid secondary market for options; and (4) while a Portfolio will receive a premium when it writes covered call options, it may not participate fully in a rise in the market value of the underlying security. Privatizations Privatizations are foreign government programs for selling all or part of the interests in government owned or controlled enterprises. The ability of a U.S. entity to participate in privatizations in certain foreign countries may be limited by local law, or the terms on which a Portfolio may be permitted to participate may be less advantageous than those applicable for local investors. There can be no assurance that foreign governments will continue to sell their interests in companies currently owned or controlled by them or that privatization programs will be successful. Repurchase Repurchase agreements are agreements by which a Portfolio Agreements obtains a security and simultaneously commits to return the security to the seller at an agreed upon price (including principal and interest) on an agreed upon date within a number of days from the date of purchase. The Custodian or its agent will hold the security as collateral for the repurchase agreement. Collateral must be maintained at a value at least equal to 102% of the purchase price. A Portfolio bears a risk of loss in the event the other party defaults on its obligations and the Portfolio is delayed or prevented from its right to dispose of the collateral securities or if the Portfolio realizes a loss on the sale of the collateral securities. The advisers will enter into repurchase agreements on behalf of a Portfolio only with financial institutions deemed to present minimal risk of bankruptcy during the term of the agreement based on guidelines established and periodically reviewed by the Trustees. Repurchase agreements are considered loans under the 1940 Act. Securities of There are certain risks connected with investing in foreign Foreign Issuers 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 29 shareholder equity. Foreign securities may be subject to foreign taxes, and may be less marketable than comparable U.S. securities. The value of a Portfolio's investments denominated in foreign currencies will depend on the relative strengths of those currencies and the U.S. dollars, and a Portfolio may be affected favorably or unfavorably by changes in the exchange rates or exchange control regulations between foreign currencies and the U.S. dollar. Changes in foreign currency exchange rates also may affect the value of dividends and interest earned, gains and losses realized on the sale of securities and net investment income and gains if any, to be distributed to shareholders by a Portfolio. Furthermore, emerging market countries may have less stable political environments than more developed countries. Also it may be more difficult to obtain a judgment in a court outside the United States. Short Sales Selling securities short involves selling securities the seller does not own (but has borrowed) in anticipation of a decline in the market price of such securities. To deliver the securities to the buyer, the seller must arrange through a broker to borrow the securities and, in so doing, the seller becomes obligated to replace the securities borrowed at their market price at the time of replacement. In a short sale, the proceeds the seller receives from the sale are retained by a broker until the seller replaces the borrowed securities. The Portfolio may have to pay a premium to borrow the securities and must pay any dividends or interest payable on the securities until they are replaced. 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. A Portfolio may also maintain short positions in forward currency exchange transactions, which involve the Portfolio's agreement to exchange currency that it does not own at that time of such agreement for another currency at a future date and specified price in anticipation of a decline in the value of the currency sold short relative to the currency that the Portfolio has contracted to receive in the exchange. To ensure that any short position of a Portfolio is not used to achieve leverage, a Portfolio will establish with its Custodian a segregated account consisting of cash or liquid high grade debt securities equal to the fluctuating market value of the currency as to which any short position is being maintained. The dollar amount of short sales at any one time shall not exceed 25% of the net equity of the Portfolio, and the value of the securities of any one issuer in which the Portfolio is short may not exceed the lesser of 2.0% of the value of the Portfolio's net assets or 2.0% of the securities of any class of any issuer. Short sales may be made only in those securities which are fully listed on a national securities exchange. This provision does not include short sales against the box. Swaps, Caps, Interest rate swaps, mortgage swaps, currency swaps and Floors and other types of swap agreements such as caps, floors and Collars collars are designed to permit the purchaser to preserve a return 30 or spread on a particular investment or portion of its portfolio, and to protect against any increase in the price of securities a Portfolio anticipates purchasing at a later date. In a typical interest rate swap, one party agrees to make regular payments equal to a floating interest rate times a "notional principal amount," in return for payments equal to a fixed rate times the same amount, for a specific period of time. If a swap agreement provides for payment in different currencies, the parties might agree to exchange the notional principal amount as well. 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 be covered by setting aside liquid high grade securities in a segregated account. A Portfolio will enter into swaps only with counterparties believed to be creditworthy. Time Deposits Time deposits are non-negotiable receipts issued by a bank in exchange for the deposit of funds. Like a certificate of deposit, a time deposit 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 are considered to be illiquid securities. U.S. Government Obligations issued or guaranteed by agencies of the U.S. Agencies 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), and others are supported by the right of the issuer to borrow from the Treasury (e.g., Federal Farm Credit Bank), while still others are supported only by the credit of the instrumentality (e.g., Federal National Mortgage Association). 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 31 prior to maturity there might not be a market and thus no means of realizing on the obligation prior to maturity. Guarantees as to the timely payment of principal and interest do not extend to the value or yield of these securities nor to the value of the Portfolios' shares. U.S. Treasury U.S. Treasury obligations consist of bills, notes and bonds Obligations issued by the U.S. Treasury and separately traded interest and principal component parts of such obligations that are transferable through the Federal book-entry system known as Separately Traded Registered Interest and Principal Securities ("STRIPS"). Variable and Certain obligations may carry variable or floating rates of Floating Rate interest, may involve a conditional or unconditional demand Instruments 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 some other reset period, and may have a floor or ceiling on interest rate changes. There is a risk that the current interest rate on such obligations may not accurately reflect existing market interest rates. A demand instrument with a demand notice exceeding seven days may be considered illiquid if there is no secondary market for such security. Warrants Warrants are instruments giving holders the right, but not the obligation, to buy equity or fixed-income securities of a company at a given price during a specified period. When-Issued and When-issued or delayed delivery basis transactions involve Delayed the purchase of an instrument with payment and delivery Delivery taking place in the future. Delivery of and payment for Securities these securities may occur a month or more after the date of the purchase commitment. A Portfolio will maintain with its Custodian a separate account with liquid high grade debt securities or cash in an amount at least equal to these commitments. The interest rate realized on these securities is fixed as of the purchase date and no interest accrues to a Portfolio before settlement. These securities are subject to market fluctuation due to changes in market interest rates and it is possible that the market value at the time of settlement could be higher or lower than the purchase price if the general level of interest rates has changed. Although a Portfolio generally purchases securities on a when-issued or forward commitment basis with the intention of actually acquiring securities, a Portfolio may dispose of a when-issued security or forward commitment prior to settlement if it deems appropriate. Additional information on other permitted investments can be found in the Statement of Additional Information. 32 TABLE OF CONTENTS - -------------------------------------------------------------------------------- Annual Operating Expenses............ 2 Financial Highlights................. 3 The Trust............................ 5 Investment Objectives and Policies... 5 General Investment Policies.......... 6 Investment Limitations............... 11 The Manager and Shareholder Servicing Agent................................ 12 The Adviser.......................... 13 The Sub-Advisers..................... 14 Distribution......................... 18 Purchase and Redemption of Shares.... 19 Performance.......................... 20 Taxes................................ 21 General Information.................. 22 Description of Permitted Investments and Risk Factors..................... 24
PROSPECTUS JUNE 28, 1995 - -------------------------------------------------------------------------------- CORE INTERNATIONAL EQUITY PORTFOLIO EUROPEAN EQUITY PORTFOLIO PACIFIC BASIN EQUITY PORTFOLIO EMERGING MARKETS EQUITY PORTFOLIO INTERNATIONAL FIXED INCOME PORTFOLIO - -------------------------------------------------------------------------------- Please read this Prospectus carefully before investing, and keep it on file for future reference. It contains information that can help you decide if the Portfolio's investment goals match your own. A Statement of Additional Information (SAI) dated June 28, 1995 has been filed with the Securities and Exchange Commission and is available without charge through the Distributor, SEI Financial Services Company, 680 East Swedesford Road, Wayne, PA 19087 or by calling 1-800-437-6016. The Statement of Additional Information is incorporated into this Prospectus by reference. SEI International Trust (the "Trust") is a mutual fund that offers shareholders a convenient means of investing their funds in one or more professionally man- aged diversified and non-diversified portfolios of securities. The Core Inter- national Equity Portfolio, European Equity Portfolio, Pacific Basin Equity Portfolio, Emerging Markets Equity Portfolio and International Fixed Income Portfolio investment portfolios 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 dis- tribution expenses and transfer agent fees. Class D shares are available through SEI Financial Services Company (the Trust's distributor) and through participating broker-dealers, financial institutions and other organizations. This Prospectus offers the Class D shares of the equity and fixed income port- folios (the "Portfolios" and each of these, a "Portfolio") listed above. - -------------------------------------------------------------------------------- THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION, NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE AC- CURACY 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 IN- SURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION, THE FEDERAL RE- SERVE BOARD OR ANY OTHER GOVERNMENT AGENCY. INVESTMENT IN THE SHARES INVOLVES RISK, INCLUDING POSSIBLE LOSS THE OF PRINCIPAL AMOUNT IN- VESTED. HOW TO READ THIS PROSPECTUS ____________________________________________________ This Prospectus gives you information that you should know about the Portfolios 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. [SYMBOL APPEARS HERE] FUND HIGHLIGHTS ________________________________________________________________ The following summary provides basic information about the Class D shares of the Trust's Core International Equity, European Equity, Pacific Basin Equity, Emerging Markets Equity and International Fixed Income Portfolios. 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 Below are the investment objectives and policies for each OBJECTIVES AND Portfolio. For more information, see "Investment Objectives POLICIES and Policies," "General Investment Policies" and "Description of Permitted Investments and Risk Factors." Core The Core International Equity International Portfolio seeks to provide Equity long-term capital apprecia- Portfolio tion by investing primarily in a diversified portfolio of equity securities of non-U.S. issuers. European The European Equity Portfolio Equity seeks to provide long-term Portfolio capital appreciation by in- vesting primarily in a diver- sified portfolio of equity securities of European issuers. Pacific Basin The Pacific Basin Equity Equity Portfolio seeks to provide Portfolio long-term capital apprecia- tion by investing primarily in a diversified portfolio of equity securities of Pacific Basin issuers. Emerging The Emerging Markets Equity Markets Equity Portfolio seeks to provide Portfolio capital appreciation by in- vesting primarily in a diver- sified portfolio of equity securities of emerging market issuers. International The International Fixed Income Fixed Income Portfolio seeks to provide Portfolio capital appreciation and current income through investment primarily in high quality, non-U.S. dollar denominated gov- ernment and corporate fixed income securities or debt obliga- tions. UNDERSTANDING Shares of the Portfolios, like shares of any mutual fund, RISK will fluctuate in value and when you sell your shares, they may be worth more or less than what you paid for them. Each Portfolio except the International Fixed Income Portfolio may invest in equity securities that are ................................................................................ TABLE OF CONTENTS Fund Highlights.. 2 Portfolio Expenses........ 4 Financial Highlights...... 5 Your Account and Doing Business with Us......... 6 Investment Objectives and Policies........ 9 General Investment Policies and Risk Factors.... 11 Investment Limitations..... 16 The Manager and Shareholder Servicing Agent. 16 The Adviser...... 17 The Sub-Advisers. 18 Distribution..... 22 Performance...... 23 Taxes............ 24 Additional Information About Doing Business with Us.............. 25 General Information..... 29 Description of Permitted Investments and Risk Factors.... 31
............................................................................... 2 ................................................................................ [SYMBOL APPEARS INVESTMENT HERE] PHILOSOPHY Believing that no single in- vestment adviser can deliver out- standing perfor- mance in every investment cate- gory, only those advisers who have distin- guished them- selves within their areas of specialization are selected to advise our mu- tual funds. ................................................................................ affected by market and economic factors, and each Portfolio may invest in fixed income securities that tend to vary in- versely with interest rates and may be affected by other mar- ket and economic factors as well, which may cause these secu- rities 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 is no assurance that any Portfolio will achieve its investment objective. See "Investment Objectives and Policies" and "Description of Permitted Investments and Risk Factors." MANAGEMENT SEI FINANCIAL MANAGEMENT CORPORATION ("SFM") serves as the PROFILE investment adviser of each Portfolio. ACADIAN ASSET MANAGEMENT, INC. and WORLDINVEST LIMITED each serves as an investment sub- adviser for the Core International Equity Portfolio. MORGAN GRENFELL INVESTMENT SERVICES LIMITED serves as an investment sub-adviser for the European Equity Portfolio. SCHRODER CAPITAL MANAGEMENT INTER-NATIONAL LIMITED serves as an investment sub- adviser for the Pacific Basin Equity Portfolio. MONTGOMERY ASSET MANAGEMENT, L.P. serves as an investment sub-adviser for the Emerging Markets Equity Portfolio. STRATEGIC FIXED INCOME, L.P. serves as an investment sub-adviser for the International Fixed In-come Portfolio. SFM serves as the manager and shareholder servicing agent of the Trust. Supervised Service Company acts as the transfer agent (the "Transfer Agent") of the Class D shares of the Trust. SEI Financial Services Company acts as distributor ("Distributor") of the Trust's shares. See "The Manager and Shareholder Servicing Agent," "The Adviser," "The Sub-Advisers" and "Distribution." YOUR ACCOUNT You may open an account with just $1,000 and make additional AND DOING investments with as little as $100. Class D shares of a BUSINESS WITH Portfolio are offered at net asset value per share plus a US maximum sales charge at the time of purchase of 5.00% for the Core International Equity, European Equity, Pacific Basin Equity and Emerging Markets Equity Portfolios and 4.50% for the International Fixed Income Portfolio. Shareholders who purchase higher amounts may qualify for a reduced sales charge. Redemptions of a 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 each Portfolio is periodically declared and paid as a dividend. Any realized net capital gain is distrib- uted at least annually. Distributions are paid in additional shares unless the shareholder elects to take the payment in cash. See "Dividends." INFORMATION/ For more information about Class D shares call SEI Financial SERVICE Services Company at 1-800-437-6016. CONTACTS 3 PORTFOLIO EXPENSES _____________________________________________________________ The purposes of the following table is to help you understand the various costs and expenses that you, as a shareholder, will bear directly or indirectly in connection with an investment in the Class D shares. SHAREHOLDER TRANSACTION EXPENSES (as a percentage of offering price) - --------------------------------------------------------------------------------
EMERGING EUROPEAN PACIFIC MARKETS INTERNATIONAL CORE INTERNATIONAL EQUITY BASIN EQUITY EQUITY FIXED INCOME EQUITY PORTFOLIO PORTFOLIO PORTFOLIO PORTFOLIO PORTFOLIO ------------------ --------- ------------ --------- ------------- Maximum Sales Charge Imposed on Purchases 5.00% 5.00% 5.00% 5.00% 4.50% Maximum Sales Charge Im- posed on Reinvested Div- idends None None None None None Redemption Fees /1/ None None None None None ANNUAL OPERATING EXPENSES (as a percentage of average net assets) - -------------------------------------------------------------------------------- Management/Advisory Fees (after fee waiver and reimbursement) /2/ .91% .80% .78% .80% .57% 12b-1 Fees /3/ .40% .40% .40% .40% .40% Other Expenses .34% .50% .52% 1.15% .43% - ------------------------------------------------------------------------------------------- Total Operating Expenses (after fee waiver and reimbursement) /4/ 1.65% 1.70% 1.70% 2.35% 1.40% - -------------------------------------------------------------------------------------------
1 A charge, currently $10.00, is imposed on wires of redemption proceeds of the Portfolio's Class D shares. 2 SEI Financial Management Corporation ("SFM"), in its capacity as Manager for each Portfolio, has waived on a voluntary basis, a portion of its management fee, and the management/advisory fees shown reflect this voluntary waiver. SFM reserves the right to terminate its waiver at any time in its sole discretion. Absent such fee waiver, management/advisory fees would be .93% for the Core International Equity Portfolio, 1.28% for the European Equity Portfolio, 1.35% for the Pacific Basin Equity Portfolio and 1.05% for the International Fixed Income Portfolio. For the Emerging Markets Equity Portfolio, SFM has agreed to waive its management fee, and, if necessary, pay other operating expenses of the Portfolio in an amount that operates to limit the total operating expenses of the Class D shares. Absent this fee waiver and expense reimbursement, management/advisory fees would be 1.70% for the Emerging Markets Equity Portfolio. 3 The 12b-1 fees shown reflect the current 12b-1 budget for reimbursement of expenses. The maximum 12b-1 fees payable by the Class D shares of each Portfolio is .60%. 4 Absent the voluntary fee waiver and expense reimbursement described above, the total operating expenses would be 1.67% for the Core International Equity Portfolio, 2.18% for the European Equity Portfolio, 2.27% for the Pacific Basin Equity Portfolio, 3.25% for the Emerging Markets Equity Portfolio and 1.88% for the International Fixed Income Portfolio. Additional information may be found under "The Adviser," the "Sub-Advisers" and "The Manager and Shareholder Servicing Agent." EXAMPLE - ------------------------------------------------------------------------------ An investor in a Portfolio would pay the fol- lowing expenses on a $1000 investment assuming (1) imposition of the maximum sales load, (2) 5% annual return and (3) redemption at the end of each time period:
1 YR. 3 YRS. 5 YRS. 10 YRS. ------ ------ ------- ------- Core International Equity $66.00 $ 99.00 $135.00 $236.00 European Equity $66.00 $101.00 $138.00 $241.00 Pacific Basin Equity $66.00 $101.00 $138.00 $241.00 Emerging Markets Equity $73.00 $120.00 $169.00 $305.00 International Fixed income $59.00 $ 87.00 $118.00 $205.00 - ------------------------------------------------------------------------------
THE EXAMPLE SHOULD NOT BE CONSIDERED A REPRESENTATION OF PAST OR FUTURE EXPENSES. ACTUAL EXPENSES MAY BE GREATER OR LESS THAN THOSE SHOWN. The purpose of the expense table and example is to assist the investor in understanding the various costs and expenses that may be directly or indirectly borne by investors in Class D shares of each Portfolio. A person who purchases shares through an account with a financial institution may be charged separate fees by that institution. The information set forth in the foregoing table and example relates only to the Class D shares. Each Portfolio also offers Class A shares, which are subject to the same expenses, except that there are no sales charges, different distribution costs and no transfer agent costs. Additional information may be found under "The Manager and Shareholder Servicing Agent," "The Adviser," "The Sub-Advisers" and "Distribution." The rules of the Securities and Exchange Commission require that the maximum sales charge be reflected in the above table. However, certain investors may qualify for reduced sales charges. See "Purchase of Shares." Long-term shareholders may pay more than the economic equivalent of the maximum front-end sales charges otherwise permitted by the Rules of Fair Practice (the "Rules") of the National Association of Securities Dealers, Inc. ("NASD"). 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 11, 1995 on the Trust's financial statements as of February 28, 1995 included in the Trust's Statement of Additional Information under "Financial Highlights." Additional performance information is set forth in the 1995 Annual Report to Shareholders and is available upon request and without charge by calling 1-800-342-5734. This information should be read in conjunction with the Trust's financial statements and notes thereto. FOR A CLASS D SHARE OUTSTANDING THROUGHOUT THE PERIOD - --------------------------------------------------------------------------------
CORE INTERNATIONAL EQUITY PORTFOLIO ------------------ 5/1/94 to 2/28/95 /1/ - ------------------------------------------------------------------------------- Net Asset Value, Beginning of Period $10.81 - ------------------------------------------------------------------------------- Income from Investment Operations: Net Investment Income (Loss) 0.01 Net Realized and Unrealized Gains (Loss- es) (0.67) - ------------------------------------------------------------------------------- Total from Investment Operations (0.66) - ------------------------------------------------------------------------------- Less Distributions: Distributions from Net Investment In- come /2/ -- Distributions from Realized Capital Gains (0.59) Return of Capital -- - ------------------------------------------------------------------------------- Total Distributions (0.59) - ------------------------------------------------------------------------------- Net Asset Value, End of Period $ 9.56 =============================================================================== Total Return (6.33)% =============================================================================== Ratios and Supplemental Data: Net Assets, End of Period (000) $51 Ratio of Expenses to Average Net Assets 1.47% Ratio of Expenses to Average Net Assets (Excluding Waivers) 1.48% Ratio of Net Investment Income (Loss) to Average Net Assets 0.42% Ratio of Net Investment Income (Loss) to Average Net Assets (Excluding Waivers) 0.41% Portfolio Turnover Rate 64% - -------------------------------------------------------------------------------
1 The Core International Equity Class D shares were offered beginning May 1, 1994. All ratios and total return for the period have been annualized. 2 Distributions from net investment income include distributions of certain foreign currency gains and losses. 5 YOUR ACCOUNT AND DOING BUSINESS WITH US ___________________________________ Class D shares of the Portfolios are sold on a continuous basis and may be purchased directly from the Trust's Distributor, SEI Financial Services Company. Shares may also be purchased through financial institutions, broker- dealers, or other organizations which have established a dealer agreement or other arrangement with SEI Financial Services Company ("Intermediaries"). For more information about the following topics, see "Additional Information About Doing Business with Us." - -------------------------------------------------------------------------------- HOW TO BUY, Class D shares of the Portfolios may be purchased through SELL AND Intermediaries which provide various levels of shareholder EXCHANGE services to their customers. Contact your Intermediary for SHARES THROUGH information about the services available to you and for INTERMEDIARIES specific instructions on how to buy, sell and exchange shares. To allow for processing and transmittal of orders to the Distributor on the same day, Intermediaries may impose earlier cut-off times for receipt of purchase orders. Certain Intermediaries may charge customer account fees. Information concerning shareholder services and any charges will be provided to the customer by the Intermediary. Certain of these Intermediaries may be required to register as broker-dealers under state law. ................................................................................ [SYMBOL APPEARS WHAT IS AN HERE] INTERMEDIARY? Any entity, such as a bank, bro- ker-dealer, other financial institution, as- sociation or or- ganization which has entered into an arrangement with the Dis- tributor to sell Class D shares to its custom- ers. ............................................................................... 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 Account Application forms can be obtained by calling 1-800- SHARES FROM 437-6016. Class D shares of the Portfolios are offered only THE to residents of states in which the shares are eligible for DISTRIBUTOR purchase. Opening an Account By Check You may buy Class D shares by mailing a completed application and a check (or other negotiable bank instrument or money order) payable to "Class D shares (Portfolio Name)." If you send a check that does not clear, the purchase will be canceled and you could be liable for any losses or fees incurred. By Fed Wire To buy shares by Fed Wire call toll-free at 1-800- 437-6016. Automatic You may systematically buy Class D shares through deductions Investment from your checking or savings accounts, provided these Plan ("AIP") 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. 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. 6 OTHER Your purchase is subject to a sales charge which varies INFORMATION depending on the size of your purchase and the Portfolio ABOUT BUYING shares that you are purchasing. The following table shows SHARES the regular sales charges on Class D shares of the Portfolios to a "single purchaser," together with the Sales Charges reallowance paid to dealers and the agency commission paid to brokers (collectively the "commission"): CORE INTERNATIONAL EQUITY PORTFOLIO EUROPEAN EQUITY PORTFOLIO PACIFIC BASIN EQUITY PORTFOLIO EMERGING MARKETS EQUITY PORTFOLIO ---------------------------------------------------------------------------------
SALES CHARGE REALLOWANCE AND SALES CHARGE AS AS APPROPRIATE BROKERAGE COMMISSION A PERCENTAGE OF PERCENTAGE OF AS PERCENTAGE OF AMOUNT OF PURCHASE OFFERING PRICE NET AMOUNT INVESTED OFFERING PRICE -------------------------------------------------------------------------------------- Less than $50,000 5.00% 5.26% 4.50% $50,000 but less than $100,000 4.50% 4.71% 4.00% $100,000 but less than $250,000 3.50% 3.63% 3.00% $250,000 but less than $500,000 2.50% 2.56% 2.00% $500,000 but less than $1,000,000 2.00% 2.04% 1.75% $1,000,000 but less than $2,000,000 1.00% 1.01% 1.00% $2,000,000 but less than $4,000,000 .50% .50% .50% Over $4,000,000 none none none -------------------------------------------------------------------------------------- INTERNATIONAL FIXED INCOME PORTFOLIO -------------------------------------------------------------------------------------- Less than $50,000 4.50% 4.71% 4.00% $50,000 but less than $100,000 4.00% 4.17% 3.50% $100,000 but less than $250,000 3.50% 3.63% 3.00% $250,000 but less than $500,000 2.50% 2.56% 2.00% $500,000 but less than $1,000,000 2.00% 2.04% 1.75% $1,000,000 but less than $2,000,000 1.00% 1.01% 1.00% $2,000,000 but less than $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, as amended. Commission rates may vary among the Portfolios. Rights of Rights of Accumulation allows you, under certain Accumulation circumstances, to combine your current purchase with the current market value of previously purchased shares of that Portfolio and Class D shares of other portfolios ("Eligible Portfolios") in order to obtain a reduced sales charge. Letter of A Letter of Intent allows you, under certain circumstances, Intent to aggregate anticipated purchases over a 13-month period to obtain a reduced sales charge. 7 ................................................................................ [SYMBOL HOW DOES AN APPEARS EXCHANGE TAKE HERE] PLACE? When making an exchange, you authorize the sale of your shares of one or more Portfolios in order to pur- chase the shares of another Port- folio. In other words, you are executing a sell order and then a buy order. This sale of your shares is a tax- able event which could result in a taxable gain or loss. ................................................................................ Sales Charge Certain shareholders may qualify for a sales charge waiver. 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. EXCHANGING Once good payment for your SHARES shares has been received and When Can You accepted (i.e., an account Exchange has been established), you Shares? may exchange some or all of your shares for Class D shares of other portfolios. Exchanges are made at net asset value plus any applicable sales charge. Class D shares are offered only to residents of states in which the shares are eligible for purchase. When Do Sales Portfolios that are not Charges Apply money market portfolios to an currently impose a sales Exchange? 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 portfolios' prospectuses. The Trust reserves the right to change the terms and conditions of the exchange privilege discussed herein, or to terminate the exchange privilege, upon 60 days' notice. The Trust also reserves the right to deny an exchange request made within 60 days of the purchase of a non-money market portfolio. Requesting an To request an exchange, you must provide proper instructions Exchange of in writing to the Transfer Agent. Telephone exchanges will Shares 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. 8 ................................................................................ [SYMBOL WHAT IS A APPEARS SIGNATURE HERE] GUARANTEE? A signature guarantee veri- fies the authen- ticity of your signature and may be obtained from any of the following: banks, brokers, dealers, certain credit unions, securities ex- change or asso- ciation, clear- ing agency or savings associa- tion. A notary public cannot provide a signa- ture guarantee. ................................................................................ [SYMBOL WHAT ARE APPEARS INVESTMENT HERE] OBJECTIVES AND POLICIES? A Portfolio's investment ob- jective 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 circumstanc- es. The invest- ment policies section spells out the types of securities in which each Port- folio invests. ................................................................................ HOW TO SELL To sell your shares, a written request for redemption in good SHARES THROUGH order must be received by the Transfer Agent. Valid written THE redemption requests will be effective on receipt. All DISTRIBUTOR 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 a commercial bank account previously designated on the Account Application or specified by written instruction to the Transfer Agent. There is no charge for having redemption requests mailed to a designated bank account. By Telephone You may sell your shares by telephone if you previously elected that option on the Account Application. You may have the proceeds mailed to the address of record, wired or sent by ACH to a commercial bank account previously designated on the Account Application. Under most circumstances, payments will be transmitted on the next Business Day following receipt of a valid telephone request for redemption. Wire redemption requests may be made by calling 1-800-437-6016, who will subtract a wire redemption charge (presently $10.00) from the amount of the redemption. Systematic You may establish a systematic withdrawal plan for an account Withdrawal with a $10,000 minimum balance. Under the plan, redemptions Plan ("SWP") can be automatically processed from accounts (monthly, quarterly, semi-annually or annually) by check or by ACH with a minimum redemption amount of $50. INVESTMENT OBJECTIVES AND POLICIES ________________________________________ CORE The Core International INTERNATIONAL Equity Portfolio seeks to EQUITY provide long-term capital PORTFOLIO appreciation by investing primarily in a diversified portfolio of equity securities of non-U.S. issuers. Under normal circumstances, at least 65% of the Portfolio's assets will be invested in equity securities of non-U.S. issuers located in at least three different countries other than the United States. 9 EUROPEAN EQUITY The European Equity Portfolio seeks to provide long-term capital appreciation by investing primarily in a diversified portfolio of equity securities of European issuers. Under normal circumstances, at least 65% of the European Equity Portfolio's assets will be invested in equity securities of European issuers. The Portfolio's advisers consider European issuers to be companies the securities of which are principally traded in the European capital markets; that derive at least 50% of their total revenue from either goods produced or services rendered in countries located in Europe, 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 a European country. PACIFIC BASIN The Pacific Basin Equity Portfolio seeks to provide long- EQUITY term capital appreciation by investing primarily in a diversified portfolio of equity securities of Pacific Basin issuers. Under normal circumstances, at least 65% of the Pacific Basin Equity Portfolio's assets will be invested in equity securities of Pacific Basin issuers. The Portfolio's advisers consider Pacific Basin companies to be companies the securities of which are principally traded in the capital markets of Pacific Basin countries; that derive at least 50% of their total revenue from either goods produced or services rendered in Pacific Basin 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 a Pacific Basin country. EMERGING The Emerging Markets Equity Portfolio seeks to provide MARKETS EQUITY 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. For these purposes, the Portfolio defines an emerging market country as a country the economy and market of which the World Bank or the United Nations considers to be emerging or developing. The Portfolio's advisers consider emerging market issuers to be companies the securities of which are principally traded in the capital markets of emerging market countries; that derive at least 50% of their total revenue from either goods produced or services rendered in emerging market countries, regardless of where the securities of such companies are principally traded; or that are organized under the laws of and have a principal office in an emerging market country. INTERNATIONAL The International Equity Income Portfolio seeks to provide FIXED INCOME capital appreciation and current income through investment primarily in high quality, non-U.S. dollar denominated government and corporate fixed income securities or debt obligations. Under normal circumstances, at least 65% of the International Fixed Income Portfolio's assets will be invested in high quality foreign government and foreign corporate fixed income securities or debt obligations of issuers located in at least three countries other than the United States. There is no assurance that the Portfolios will achieve their respective objectives. 10 GENERAL INVESTMENT POLICIES AND RISK FACTORS ______________________________________________________________ CORE The Core International Equity Portfolio may enter into INTERNATIONAL forward foreign currency contracts as a hedge against EQUITY possible variations in foreign exchange rates. A forward PORTFOLIO foreign currency contract is a commitment to purchase or sell a specified currency, at a specified future date, at a specified price. The Portfolio may enter into forward foreign currency contracts to hedge a specific security transaction or to hedge a portfolio position. These contracts may be bought or sold to protect the Portfolio, to some degree, against a possible loss resulting from an adverse change in the relationship between foreign currencies and the U.S. dollar. The Portfolio may also invest in options on currencies. Securities of non-U.S. issuers purchased by the Portfolio may be purchased in foreign markets, on U.S. registered exchanges, the over-the-counter market or in the form of sponsored or unsponsored American Depositary Receipts ("ADRs") traded on registered exchanges or NASDAQ or sponsored or unsponsored European Depositary Receipts ("EDRs"), Continental Depositary Receipts ("CDRs") or Global Depositary Receipts ("GDRs"). The Portfolio will typically invest in equity securities listed on recognized foreign exchanges, but may also invest in securities traded in over- the-counter markets. The Portfolio expects its investments to emphasize both large and intermediate capitalization companies. The Portfolio expects to be fully invested in its primary investments described above, but may invest up to 35% of its total assets in U.S. or non-U.S. cash reserves; money market instruments; swaps; options on securities, non-U.S. indices and currencies; futures contracts, including stock index futures contracts; and options on futures contracts. Permissible money market instruments include securities issued or guaranteed by the United States Government, its agencies or instrumentalities; securities issued or guaranteed by non-U.S. governments, which are rated at time of purchase A or higher by Standard & Poor's Corporation ("S&P") or Moody's Investors Service, Inc. ("Moody's"), or are determined by the advisers to be of comparable quality; repurchase agreements; certificates of deposit and bankers' acceptances issued by banks or savings and loan associations having net assets of at least $500 million as of the end of their most recent fiscal year; high-grade commercial paper; and other long- and short-term debt instruments, which are rated at time of purchase A or higher by S&P or Moody's, and which, with respect to such long-term debt instruments, are within 397 days of their maturity. The Portfolio is also permitted to acquire floating and variable rate securities, purchase securities on a when- issued or delayed delivery basis and invest up to 10% of its total assets in illiquid securities. Although permitted to do so, the Portfolio does not currently intend to invest in securities issued by passive foreign investment companies or to engage in securities lending. 11 For temporary defensive purposes, when an adviser determines 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 other U.S. and non-U.S. long- and short-term debt instruments which are rated BBB or higher by S&P or Moody's at the time of purchase, or are determined by the advisers to be of comparable quality; may hold a portion of its assets in cash; and may invest in securities of supranational entities which are rated A or higher by S&P or Moody's at the time of purchase or are determined by the advisers to be of comparable quality. Fixed income securities rated BBB or Baa lack outstanding investment characteristics, and have speculative characteristics as well. EUROPEAN EQUITY The European Equity and Pacific Basin Equity Portfolios have PACIFIC BASIN the same general investment policies as the Core EQUITY International Equity Portfolio. Investments in equity securities of European or Pacific Basin issuers could include securities of companies located in and governments of developing countries (possibly including countries formerly controlled by communist governments), and such securities may be traded in emerging markets. Investments in any such emerging markets or less developed countries, including investments in former communist countries, will not exceed 5% of a Portfolio's total assets at the time of purchase. Furthermore, each Portfolio may enter into foreign currency contracts to hedge a specific security transaction, to hedge a portfolio position or to adjust the Portfolio's currency exposure. In addition, each Portfolio may invest in futures contracts and swaps and may purchase securities on a when-issued or delayed delivery basis. The Portfolio may also purchase and write options to buy or sell futures contracts. Securities of non-U.S. issuers purchased by these Portfolios may be purchased in foreign markets, on U.S. registered exchanges, the over-the-counter market or in the form of sponsored or unsponsored ADRs traded on registered exchanges or NASDAQ or sponsored or unsponsored EDRs, CDRs or GDRs. The Portfolios will typically invest in equity securities listed on recognized foreign exchanges, but may also invest in securities traded in over-the-counter markets. For temporary defensive purposes, when the advisers determine that market conditions warrant, each Portfolio may invest up to 50% of its assets in the U.S. and non-U.S. money market instruments described above and other U.S. and non-U.S. long- and short-term debt instruments which are rated A or higher by S&P or Moody's at the time of purchase, or are determined by the advisers to be of comparable quality; may hold a portfolio of its assets in cash; and may invest in securities of supranational entities which are rated A or higher by S&P or Moody's at the time of purchase or are determined by the advisers to be of comparable quality. The advisers' approach to selecting the equity securities in which the European Equity Portfolio will invest is fundamental and stock driven; portfolio managers and analysts concentrate primarily on finding the best stock ideas, premised on undervalued 12 growth, that exist in the advisers' stock universe and which satisfy their growth oriented screening process. After the generation of stock ideas and the initial stage of portfolio construction, country exposure and the industry concentration of the Portfolio are reviewed to ensure proper diversification. The advisers' approach to selecting the equity securities in which the Pacific Basin Equity Portfolio will invest is to place great emphasis on a research driven process based upon its belief that stock market returns reflect underlying fundamentals. In managing a Pacific Basin portfolio, the advisers view the region in two parts: Japan and all other areas. In Japan, the dominant economy and stock market in the region, there is a strong emphasis on stock selection with small- to medium-sized companies playing an important role during specific cycles of the Japanese economy. In considering opportunities throughout the rest of the region, the advisers aim to capitalize on the faster growth rates occurring outside Japan and a rapidly expanding universe of securities. EMERGING In addition to its primary investments, described above, the MARKETS EQUITY Portfolio may invest up to 35% of its total assets in debt securities, including up to 5% of its total assets in debt securities rated below investment grade. These debt securities will include debt securities of emerging market companies. Bonds rated below investment grade are often referred to as "junk bonds." Such securities involve greater risk of default or price declines than investment grade securities. The Portfolio may invest in certain debt securities issued by the governments of emerging market countries that are or may be eligible for conversion into investments in emerging market companies under debt conversion programs sponsored by such governments. The Portfolio may invest up to 10% of its total assets in illiquid securities. The Portfolio's advisers believe that carefully selected investments in joint ventures, cooperatives, partnerships, private placements, unlisted securities and other similar situations (collectively, "special situations") could enhance the Portfolio's capital appreciation potential. Investments in special situations may be illiquid, as determined by the Portfolio's advisers based on criteria approved by the Board of Trustees. To the extent these investments are deemed illiquid, the Portfolio's investment in them will be consistent with its 10% restriction on investment in illiquid securities. The Portfolio may invest up to 10% of its total assets in shares of other investment companies. The Portfolio may invest in futures contracts and purchase securities on a when-issued or delayed delivery basis. The Portfolio may also purchase and write options to buy or sell futures contracts. For temporary defensive purposes, when the advisers determine that market conditions warrant, the Portfolio may invest up to 20% of its total assets in the equity securities of companies constituting the Morgan Stanley Capital International Europe, 13 Australia, Far East Index (the "EAFE Index"). These companies typically have larger average market capitalizations than the emerging market companies in which the Portfolio generally invests. The Emerging Markets Equity Portfolio uses a proprietary, quantitative asset allocation model created by its sub- adviser. This model employs mean-variance optimization, a process used in developed markets based on modern portfolio theory and statistics. Mean-variance optimization helps determine the percentage of assets to invest in each country to maximize expected returns for a given risk level. The Portfolio invests in those countries that the advisers expect to have the highest risk/reward tradeoff when incorporated into a total portfolio context. The advisers attempt to construct a portfolio of emerging market investments that approximates the risk level of an internationally diversified portfolio of securities in developed markets. This "top-down" country selection is combined with "bottom-up" fundamental industry analysis and stock selection based on original research, publicly available information, and company visits. The Fund's investments in emerging markets can be considered speculative, and therefore may offer higher potential for gains and losses than developed markets of the world. With respect to any emerging country, there is the greater potential for nationalization, expropriation or confiscatory taxation, political changes, government regulation, social instability or diplomatic developments (including war) which could affect adversely the economies of such countries or investments in such countries. The economies of developing countries generally are heavily dependent upon international trade and, accordingly, have been and may continue to be adversely affected by trade barriers, exchange controls, managed adjustments in relative currency values and other protectionist measures imposed or negotiated by the countries with which they trade. INTERNATIONAL The fixed income securities in which the International Fixed FIXED INCOME Income Portfolio will invest are (i) fixed income securities issued or guaranteed by a foreign government or one of its agencies, authorities, instrumentalities or political subdivisions; (ii) fixed income securities issued or guaranteed by supranational entities; (iii) fixed income securities issued by foreign corporations; (iv) convertible bond securities; and (v) fixed income securities issued by foreign banks or bank holding companies. All such investments will be in high quality securities denominated in various currencies, including the European Currency Unit. High quality securities are rated in one of the highest four rating categories by a nationally recognized statistical rating agency ("NRSRO") or of comparable quality at the time of purchase as determined by the advisers. Securities or obligations rated in the fourth highest rating category may have speculative characteristics. Any remaining assets of the Portfolio will be invested in any of the fixed income securities described above, obligations issued or guaranteed as to principal and interest by the United States Government, its agencies or instrumentalities ("U.S. Government securities"), swaps, options and futures. The Portfolio may also purchase and write options to buy or sell futures contracts. The Portfolio also may enter into forward currency 14 contracts, purchase securities on a when-issued or delayed delivery basis and engage in short selling. The Portfolio may invest up to 10% of its total assets in illiquid securities. Furthermore, although the Portfolio will concentrate its investments in relatively developed countries, the Portfolio may invest up to 5% of its assets in similar securities or debt obligations that are denominated in the currencies of developing countries and that are of comparable quality to such securities and debt obligations at the time of purchase as determined by the advisers. There are no restrictions on the average maturity of the International Fixed Income Portfolio or the maturity of any single instrument. Maturities may vary widely depending on the advisers' assessment of interest rate trends and other economic and market factors. In the event a security owned by the Portfolio is downgraded below the rating categories discussed above, the advisers will review the situation and take appropriate action with regard to the security. The International Fixed Income Portfolio is a non- diversified investment company, as defined in the Investment Company Act of 1940, as amended (the "1940 Act"), which means that more than 5% of its assets may be invested in one or more issuers, although the advisers do not intend to invest more than 5% of its assets in any single issuer with the exception of securities which are issued or guaranteed by a national government. Since a relatively high percentage of assets of the Portfolio may be invested in the obligations of a limited number of issuers, the value of shares of the Portfolio may be more susceptible to any single economic, political or regulatory occurrence than the shares of a diversified investment company would be. The Portfolio intends to satisfy the diversification requirements necessary to qualify as a regulated investment company under the Internal Revenue Code of 1986, as amended (the "Code"), by limiting its investments so that, at the close of each quarter of the taxable year, (a) not more than 25% of the market value of the Portfolio's total assets is invested in the securities (other than U.S. Government securities) of a single issuer and (b) at least 50% of the market value of the Portfolio's total assets is represented by (i) cash and cash items, (ii) U.S. Government securities and (iii) other securities limited in respect to any one issuer to an amount not greater in value than 5% of the market value of the Portfolio's total assets and to not more than 10% of the outstanding voting securities of such issuer. For temporary defensive purposes, when the advisers determine that market conditions warrant, the Portfolio may invest up to 100% of its assets in U.S. dollar-denominated fixed income securities or debt obligations and the following domestic and foreign money market instruments: government obligations, certificates of deposit, bankers' acceptances, time deposits, commercial paper, short-term corporate debt issues and repurchase agreements. The Portfolio may hold a portion of its assets in cash for liquidity purposes. Fixed income securities rated BBB or Baa lack outstanding investment characteristics, and have speculative characteristics as well. 15 For additional information regarding the permitted investments of the Portfolios', 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 investment limitations are fundamental policies of the Portfolios. 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 that Portfolio's outstanding shares. No Portfolio may: 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 restriction does not apply to the International Fixed Income Portfolio. 2. Purchase any securities which would cause more than 25% of its total assets to be invested in the securities of one or more issuers conducting their principal business activities in the same industry, provided that this limitation does not apply to investments in securities issued or guaranteed by the United States Government, its agencies or instrumentalities. 3. Borrow money in an amount exceeding 33 1/3% of the value of its total assets, provided that, for purposes of this limitation, investment strategies which either obligate a Portfolio to purchase securities or require a Portfolio to segregate assets are not considered to be borrowings. To the extent that its borrowings exceed 5% of its assets, (i) all borrowings will be repaid before making additional investments and any interest paid on such borrowings will reduce income, and (ii) asset coverage of at least 300% is required. The foregoing percentage limitations will apply at the time of the purchase of a security. Additional investment limitations are set forth in the Statement of Additional Information. THE MANAGER AND SHAREHOLDER SERVICING AGENT ________________________________________________________________ SEI Financial Management Corporation ("SFM"), provides the Trust with overall management services, regulatory reporting, all necessary office space, equipment, 16 personnel, and facilities, and acts as dividend disbursing agent and shareholder servicing agent. For its management services, SFM is entitled to a fee which is calculated daily and paid monthly at an annual rate of .45% of the average daily net assets of the Core International Equity Portfolio, .80% of the average daily net assets of the European Equity and Pacific Basin Equity Portfolios, .65% of the average daily net assets of the Emerging Markets Equity Portfolio and .60% of the average daily net assets of the International Fixed Income Portfolio. SFM has voluntarily agreed to waive all or a portion of its fees and, if necessary, reimburse other operating expenses in order to limit the total operating expenses of each Portfolio. SFM reserves the right to terminate these voluntary fee waivers and expense reimbursement at any time in its sole discretion. Absent SFM's fee waiver and expense reimbursement, the management and advisory fee for each Portfolio would be higher than that paid by most mutual funds. For the fiscal year ended February 28, 1995, the Portfolio paid the Manager fees (shown here as a percentage of average daily net assets after fee waivers) as follows: Core International Equity--.56%. In addition, the Trust and Supervised Service Company (the "Transfer Agent") have entered into a transfer agent agreement with respect to the Class D shares. THE ADVISER ____________________________________________________________________ Under an advisory agreement with the Trust (the "Advisory Agreement"), SFM acts as the investment adviser for each Portfolio. Under the Advisory Agreement, SFM has general oversight responsibility for the investment advisory services provided to the Portfolios, including formulating the Portfolios' investment policies and analyzing economic trends affecting the Portfolios. In addition, SFM is responsible for managing the allocation of assets among the Portfolio's sub- advisers and directing and evaluating the investment services provided by the sub-advisers, including their adherence to each Portfolio's respective investment objective and policies and each Portfolio's investment performance. In accordance with each Portfolio's investment objective and policies, and under the supervision of the adviser and the Trust's Board of Trustees, each sub-adviser is responsible for the day-to-day investment management of all or a discrete portion of the assets of a Portfolio. SFM and the sub-advisers are authorized to make investment decisions for the Portfolios and place orders on behalf of the Portfolios to effect the investment decisions made. ............................................................................... [SYMBOL APPEARS INVESTMENT HERE] ADVISER A Portfolio's investment ad- viser manages the investment activities and is responsible for the perfor- mance of the Portfolio. The adviser conducts investment re- search, executes investment strategies based on an assessment of economic and market condi- tions, and de- termines which securities to buy, hold or sell. ............................................................................... 17 SFM is currently seeking an exemptive order from the Securities and Exchange Commission (the "SEC") that would permit SFM, with the approval of the Trust's Board of Trustees, to retain sub-advisers for a Portfolio without submitting the sub-advisory agreement to a vote of the Portfolio's shareholders. If granted, exemptive relief would permit the disclosure of only the aggregate amount payable by SFM under all such sub-advisory agreements. A Portfolio will notify shareholders in the event of any addition or change in the identity of its sub-advisers. Until or unless this exemptive order is granted, if one of the advisers is terminated or departs from a Portfolio with multiple advisers, the Portfolio will handle such termination or departure in one of two ways. First, the Portfolio may propose that a new adviser be appointed to manage that portion of the Portfolio's assets managed by the departing adviser. In this case, the Portfolio would be required to submit to the vote of the Portfolio's shareholders the approval of a investment advisory contract with the new adviser. In the alternative, the Portfolio may decide to allocate the departing adviser's assets among the remaining advisers. This allocation would not require new investment advisory contracts with the remaining advisers, and consequently no shareholder approval would be necessary. SEI FINANCIAL SFM is a wholly-owned subsidiary of SEI Corporation ("SEI"), MANAGEMENT a financial services company located in Wayne, Pennsylvania. CORPORATION The principal business address of SFM is 680 East Swedesford Road, Wayne, Pennsylvania 19087-1658. SEI was founded in 1968 and is a leading provider of investment solutions to banks, institutional investors, investment advisers and insurance companies. Affiliates of SFM have provided consulting advise 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 26 investment companies, including more than 220 portfolios, which investment companies have more than $48 billion in assets as of March 31, 1995. SFM is entitled to a fee, which is calculated daily and paid monthly, at an annual rate of .475% of the Core International Equity and European Equity Portfolios' average daily net assets, .55% of the Pacific Basin Equity Portfolio's average daily net assets, 1.05% of the Emerging Markets Equity Portfolio's average daily net assets and .45% of the International Fixed Income Portfolio's average daily net assets. THE SUB-ADVISERS __________________________________________________________ ACADIAN ASSET Acadian Asset Management, Inc. ("Acadian") act as an MANAGEMENT, investment sub-adviser for the Core International Equity INC. Portfolio pursuant to a sub-advisory agreement with SFM. In accordance with the Portfolio's investment objectives and policies and under the supervision of SFM and the Trust's Board of Trustees, Acadian is responsible for the day-to-day investment management of the portion of the Portfolio assigned to it by the Board of Trustees and, with respect thereto, places orders on behalf of the Portfolio to effect the investment decisions made. 18 Acadian, a wholly-owned subsidiary of United Asset Management Corporation, was founded in 1977 and manages approximately $2 billion in assets invested globally. Acadian's business address is 260 Franklin Street, Boston, Massachusetts 02110. An investment committee has been responsible for managing Portfolio assets allocated to Acadian since its inception. Acadian is entitled to a fee from SFM calculated on the basis of a percentage of the market value of the assets assigned to it. That fee, which is paid monthly, is based on an annual percentage rate of .325% of assets managed up to $150 million; .25% of the next $100 million of such assets; .15% of the next $100 million of such assets; and .10% of such assets in excess of $350 million. On November 7, 1994, Brinson Partners, Inc., the Core International Portfolio's investment adviser, was replaced by Acadian and WorldInvest Limited on an interim basis. At a Special Shareholders Meeting held on December 16, 1994, the Portfolio's Shareholders approved SFM as the investment adviser and Acadian and WorldInvest Limited as the investment sub- advisers to the Portfolio, effective December 19, 1994. WORLDINVEST WorldInvest Limited ("WorldInvest") acts as an investment LIMITED sub-adviser for the Core International Equity Portfolio pursuant to a sub-advisory agreement with SFM. In accordance with the Portfolio's investment objectives and policies and under the supervision of SFM and the Trust's Board of Trustees. WorldInvest is responsible for the day-to-day investment management of the portion of the Portfolio assigned to it by the Board of Trustees and, with respect thereto, places orders on behalf of the Portfolio to effect the investment decisions made. WorldInvest is a wholly-owned subsidiary of WorldInvest Holdings Limited, an English corporation formed in 1977. WorldInvest is an international investment manager with its principal office at 56 Russell Square, London, England. The firm has managed equity securities on a global basis since 1977. Total global assets under management as of February 28, 1995 were more than $5.7 billion, of which more than $3.0 billion were invested in global equities. The Portfolio assets allocated to WorldInvest have been managed by a team of equity portfolio managers led by Mark Beale since the Portfolio's inception. Mr. Beale is a Director and an Equity Investment Manager for WorldInvest and has been with the firm since 1982. WorldInvest is entitled to a fee from SFM calculated on the basis of a percentage of the market value of the assets assigned to it. That fee, which is paid monthly, is based on an annual percentage rate of .325% of assets managed up to $300 million and .20% of such assets in excess of $300 million. MORGAN GRENFELL Morgan Grenfell Investment Services Limited ("MG") acts as INVESTMENT the investment sub-adviser for the European Equity SERVICES Portfolio. MG, a subsidiary of Morgan Grenfell Asset LIMITED Management Limited, managed over $9.5 billion in assets as of December 31, 1994. Morgan Grenfell Asset Management Limited, a wholly-owned subsidiary of Deutsche Bank, A.G., a German 19 financial services conglomerate, managed over $48 billion in assets as of December 31, 1994. MG has over 11 years experience in managing international portfolios for North American clients. Morgan Grenfell Asset Management employs more than 15 European investment professionals. MG attempts to exploit perceived inefficiencies present in the European markets with original research and an emphasis on stock selection. The principal address of MG is 20 Finsbury Circus, London, England, EC2M INB. Julian R. Johnston and Jeremy G. Lodwick have shared primary responsibility for the European Equity Portfolio since its inception. Mr. Johnston has 20 years experience in European equity investment. Mr. Johnston joined MG in 1984 and is currently the head of the MG Continental European investment team. He speaks French, German, Swedish and Danish fluently. Mr. Lodwick has ten years experience in European equity investment. He joined MG in 1986 and was a UK equity research analyst before moving to New York where he was a member of the client liaison and marketing team for 5 years. He returned to the London office in 1991 to manage European equity portfolios. MG is entitled to a fee, which is paid monthly by SFM, at an annual rate of .325% of the European Equity Portfolio's average daily net assets. SCHRODER Schroder Capital Management International Limited ("SC") CAPITAL acts as the investment sub-adviser for the Pacific Basin MANAGEMENT Equity Portfolio. SC was founded in January 1989 and is a INTERNATIONAL wholly-owned indirect subsidiary of Schroders plc, the LIMITED holding company parent of an investment banking and investment management group of companies (the "Schroder Group"). The investment management operations of the Schroder Group are located in 17 countries worldwide, including seven in Asia. As of March 1, 1995, the Schroder Group had over $80 billion in assets under management. As of that date, SC had over $13 billion in assets under management. The Schroder Group has research resources throughout the Asian region, consisting of offices in Tokyo, Hong Kong, Singapore, Kuala Lumpur, Seoul, Taipei and Jakarta, staffed by 38 investment professionals. SC's investment process emphasizes individual stock selection and company research conducted by professionals at each local office which is integrated into SC's global research network by the manager of research in London. The principal address of SC is 33 Gutter Lane, London EC2V 8AS, England. John S. Ager, a Senior Vice President and Director of SC and John Stainsby, First Vice President of SC, both serve as principal portfolio managers for the Pacific Basin Equity Portfolio since its inception. Mr. Ager has over 20 years of experience in managing client accounts invested in Asian countries. Mr. Stainsby has over 10 years experience of managing Asian investments. SC is entitled to a fee, which is paid monthly by SFM, at an annual rate of .40% of the first $100 million in average daily net assets of the Pacific Basin Equity Portfolio, .30% of the next $50 million in assets, and .20% of assets in excess of $150 million. 20 MONTGOMERY Montgomery Asset Management, L.P. ("MAM") acts as the ASSET investment sub-adviser for the Emerging Markets Equity MANAGEMENT, Portfolio. In accordance with the Portfolio's investment L.P. objective and policies and under the supervision of SFM and the Trust's Board of Trustees, MAM is responsible for the day-to-day investment management of the Portfolio and places orders on behalf of the Portfolio to effect the investment decisions made. MAM is an independent affiliate of Montgomery Securities, a San Francisco based investment banking firm. As of March 31, 1995, MAM had approximately $4.5 billion in assets under management. MAM has over four years experience providing investment management services. The principal address of MAM is 600 Montgomery Street, San Francisco, CA 94111. Josephine S. Jimenez and Bryan L. Sudweeks share primary responsibility for the Emerging Markets Equity Portfolio. Ms. Jimenez and Mr. Sudweeks have thirteen and six years experience, respectively, in emerging markets investment. Both joined MAM in 1991. MAM is entitled to a fee, which is paid monthly by SFM, at an annual rate of .90% of the market value of investments under management by MAM up to and including $50 million and .55% of the market value of investments under management by MAM in excess of $50 million. STRATEGIC FIXED Strategic Fixed Income L.P. ("SFI") acts as the investment INCOME L.P. sub-adviser for 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 Kenneth Windheim and the limited partner is Strategic Investment Management ("SIM"). As of March 1, 1995, SFI manages $4 billion of client assets under management. Together, SFI and SIM managed over $15 billion in client assets as of that date. The principal address of SFI is 1001 Nineteenth Street North, 16th Floor, Arlington, Virginia 22209. Kenneth Windheim, President of SFI is the portfolio manager of the Portfolio since its inception in 1991. Mr. Windheim is assisted by Gregory Barnett, Director of SFI and portfolio manager of the Portfolio since April 1994. Prior to forming SFI, Kenneth Windheim managed a global fixed income portfolio at Prudential Asset Management. Prior to joining SFI, Gregory Barnett was portfolio manager for the Pilgrim Multi-Market Income Fund with active use of foreign exchange option strategies. Prior to that he was vice president and senior fixed income portfolio manager at Lexington Management. SFI is entitled to a fee, which is paid monthly by SFM, at an annual rate of .30% of the average daily net assets of the International Fixed Income Portfolio. 21 DISTRIBUTION ___________________________________________________________________ SEI Financial Services Company (the "Distributor"), a wholly owned subsidiary of SEI, serves as each Portfolio's distributor pursuant to a distribution agreement (the "Distribution Agreement") with the Trust. Each class of the Portfolios has a separate distribution plan (the "Class A Plan" and "Class D Plan"; collectively, the "Plans") pursuant to Rule 12b-1 under the Investment Company Act of 1940, as amended (the "1940 Act"). The Trust intends to operate the Plans in accordance with their terms and with the NASD Rules concerning sales charges. The Distribution Agreement and the Plans provide for reimbursement for expenses incurred by the Distributor in an amount not to exceed .30% of the average daily net assets of each Portfolio on an annualized basis, provided those expenses are permissible as to both type and amount under a budget, and the Class D Plan provides for additional payments for distribution and shareholder services, as described below. The budget must be approved and monitored by the Board of Trustees, including those Trustees who are not interested persons and have no financial interest in the Plans or any related agreement ("Qualified Trustees"). Distribution related expenses reimbursable to the Distributor under the budget include those related to the costs of advertising and sales materials, the costs of federal and state securities laws registration, advertising expenses and promotional and sales expenses including expenses for travel, communication and compensation and benefits for sales personnel. The Trust is not obligated to reimburse the Distributor for any expenditures in excess of the approved budget. Currently, the budget for each Portfolio is set at an annual rate of .15% of its average daily net assets. The Class D Plan, in addition to providing for the reimbursement payments described above, 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. This additional payment may be used to compensate financial institutions that provide distribution-related services to their customers. These additional 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 additional 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. Currently the Distributor is taking this additional compensation payment under 22 the Class D Plan at a rate of only .25% of each Portfolio's average daily net assets, on an annualized basis, attributable to Class D shares. 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 also execute brokerage or other agency transactions through the Distributor for which the Distributor may receive usual and customary compensation. In addition, the Distributor may, from time to time in its sole discretion, institute one or more promotional incentive programs, which will be paid by the Distributor from the sales charge it receives or from any other source available to it. Under any such program, the Distributor will provide promotional incentives, in the form of cash or other compensation, including merchandise, airline vouchers, trips and vacation packages, to all dealers selling shares of the Portfolios. Such promotional incentives will be offered uniformly to all dealers and predicated upon the amount of shares of the Portfolios sold by the dealer. PERFORMANCE ____________________________________________________________________ From time to time, a Portfolio may advertise yield and total return. These figures are based on historical earnings and is not intended to indicate future performance. No representation can be made concerning actual yield 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 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 (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 each 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. A Portfolio may periodically compare its performance to that of other mutual funds tracked by mutual fund rating services (such as Lipper Analytical), or by financial and business publications and periodicals, broad groups of comparable mutual funds, unmanaged indices which may assume investment of dividends but generally do not reflect deductions for administrative and management costs or to other investment alternatives. A Portfolio may quote Morningstar, Inc., a service that ranks mutual funds on the basis of risk-adjusted performance. A Portfolio may use long-term performance of these capital markets to demonstrate general long-term risk versus reward scenarios and could include the value of a hypothetical investment in any of the capital markets. A Portfolio may also 23 ................................................................................ [SYMBOL APPEARS TAXES HERE] You must pay taxes on your Portfolio's earnings, whether you take your payments in cash or addi- tional shares. ................................................................................ ................................................................................ [SYMBOL APPEARS DISTRIBUTIONS HERE] A Portfolio dis- tributes income dividends and capital gains. Income dividends represent the earnings from the Portfolio's investments; capital gains distributions occur when in- vestments in the Portfolio are sold for more than the origi- nal purchase price. ................................................................................ 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. Additional performance information is set forth in the 1995 Annual Report to Shareholders and is available upon request and without charge by calling 1-800-437-6016. TAXES __________________________________________________________________________ The following summary of federal income tax consequences is based on current tax laws and regulations, which may be changed by legislative, judicial, or administrative action. No attempt has been made to present a detailed explanation of the federal, state, or local tax treatment of the Portfolios or its shareholders. Accordingly, shareholders are urged to consult their tax advisers regarding specific questions as to federal, state, and local taxes. State and local tax consequences of an investment in a Portfolio may differ from the federal income tax consequences described below. Additional information concerning taxes is set forth in the Statement of Additional Information. Tax Status of Each Portfolio is treated as the Portfolios a separate entity for federal income tax purposes and is not combined with the Trust's other portfolios. The Portfolios intend to continue to qualify for the special tax treatment afforded regulated investment companies ("RICs") under Subchapter M of the Internal Revenue Code of 1986, as amended (the "Code"), so as to be relieved of federal income tax on net investment income and net capital gains (the excess of net long-term capital gain over net short-term capital losses) distributed to shareholders. Tax Status of Each Portfolio will Distributions distribute substantially all of its net investment income (including net short-term capital gains) and net capital gain to shareholders. Dividends from a Portfolio's net investment income will be taxable to its shareholders as ordinary income, whether received in cash or in additional shares, to the extent of the Portfolio's earnings and profits and do not qualify for the corporate dividends- received deduction. Distributions of net capital gains are taxable to shareholders as long-term 24 capital gains regardless of how long the shareholders have held shares. Each Portfolio will make annual reports to shareholders of the federal income tax status of all distributions. Each Portfolio intends to make sufficient distributions to avoid liability for federal excise tax. 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 that year if paid by the Portfolio at any time during the following January. 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 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 each Portfolio intends to meet Code requirements to pass through credit for such taxes, there can be no assurance that a Portfolio will be able to do so. Sale, exchange, or redemption of a Portfolio's shares is a taxable transaction to the shareholder. ADDITIONAL INFORMATION ABOUT DOING BUSINESS WITH US ______________________________________________________________________ Business Days You may buy, sell or exchange shares on days on which the New York Stock Exchange is open for business (a "Business Day"). All purchase, exchange and redemption requests received in "good order" will be effective as of the Business Day received by the Transfer Agent as long as the Transfer Agent receives the order and, in the case of a purchase request, payment before 4:00 p.m. Eastern time. Otherwise the purchase will be effective when payment is received. Broker-dealers may have separate arrangements with Class D shares of the Portfolios. ................................................................................ [SYMBOL BUY, EXCHANGE AND APPEARS SELL REQUESTS ARE IN HERE] "GOOD ORDER" WHEN: . The account number and portfolio name are shown . The amount of the transac- tion is speci- fied in dol- lars or shares . Signatures of all owners ap- pear exactly as they are registered on the account . Any required signature guarantees (if applicable) are included . Other support- ing legal doc- uments (as necessary) are present ............................................................................... If an exchange request is for shares of a portfolio whose net asset value is calculated as of a time earlier than 4:00 p.m. Eastern time, the exchange request will not be effective until the next Business Day. Anyone who wishes to make an exchange must have received a current prospectus of the portfolio into which the exchange is being made before the exchange will be effected. 25 Minimum The minimum initial investment in a Portfolio's Class D Investments 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 pre-approved 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. Maintaining a Due to the relatively high cost of handling small Minimum Account investments, a Portfolio reserves the right to redeem, at Balance 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 a Portfolio has a value of less than $1,000, the minimum initial purchase amount. Accordingly, an investor purchasing shares of a 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 a 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 a 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, a Portfolio may be requested to redeem shares for which it has not yet received good payment. In such circumstances, redemption proceeds will be forwarded upon collection of payment for the shares; collection of payment may take 10 or more days. Each 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 The net asset value per share of a Portfolio is determined Asset Value is by dividing the total market value of its investments and Determined other assets, less any liabilities, by the total number of outstanding shares of that Portfolio. A Portfolio may use a pricing service to obtain the last sale price of each equity or fixed income security held by that 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. 26 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 4:00 p.m. Eastern time on each Business Day. Purchases will be made in full and fractional shares of a Portfolio calculated to three decimal places. Although the methodology and procedures for determining net asset value per share are identical for both classes of a Portfolio, the net asset value per share of one class may differ from that of another class because of the different distribution fees charged to each class and the incremental transfer agent fees charged to Class D shares. Rights of In calculating the sales charge rates applicable to current Accumulation purchases of a Portfolio's shares, a "single purchaser" (defined below) is entitled to combine current purchases with the current market value of previously purchased shares of a 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). A Portfolio may amend or terminate this right of accumulation at any time as to subsequent purchases. Letter of By submitting a Letter of Intent (the "Letter") to the Intent Transfer Agent, a single purchaser may purchase shares of a Portfolio and the other Eligible Portfolios during a 13- month period at the reduced sales charge rates applying to the aggregate amount of the intended purchases stated in the Letter. The Letter may apply to purchases made up to 90 days before the date of the Letter. It is the shareholder's responsibility to notify the Transfer Agent at the time the Letter is submitted that there are prior purchases that may apply. Five percent (5%) of the total amount intended to be purchased will be held in escrow by the Transfer Agent until such purchase is completed within the 13-month period. The 13-month period begins on the date of the earliest purchase. If the intended investment is not completed, SFM will surrender an appropriate number of the escrowed shares for redemption in order to realize the difference between the sales charge on the shares purchased at the reduced rate and the sales charge otherwise applicable to the total shares purchased. Such purchasers may 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. 27 Sales Charge No sales charge is imposed on shares of a Portfolio: (i) Waivers 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 another class of shares of a portfolio of the Trust, SEI Tax-Exempt Trust, SEI Institutional Managed Trust, SEI Liquid Asset Trust, or SEI Daily Income Trust; (ix) purchased with the proceeds from the recent redemption of shares of a mutual fund with similar investment objectives and policies (other than Class D shares of the Trust listed in (viii) above) for which a front-end sales charge was paid (this offer will be extended, to cover shares on which a deferred sales charge was paid, if permitted under regulatory authorities' interpretation of applicable law); or (x) sold to participants or members of certain affinity groups, such as trade associations or membership organizations, which have entered into arrangements with the Distributor. An investor relying upon any of the categories of waivers of the sales charge must qualify such waiver in advance of the purchase with the Distributor or the financial institution or intermediary through which shares are purchased by the investor. The waiver of the sales charge under circumstances (viii) and (ix) above applies only if the following conditions are met: the purchase must be made within 60 days of the redemption; the Transfer Agent must be notified in writing by the investor, or his or her agent, at the time a purchase is made; and a copy of the investor's account statement showing such redemption must accompany such notice. The waiver policy with respect to the purchase of shares through the use of proceeds from a recent redemption as described in clauses (viii) and (ix) above will not be continued indefinitely and may be discontinued at any time without notice. Investors should call the Distributor at 1-800-437- 6016 to confirm availability prior to initiating the procedures described in clauses (viii) and (ix) above. 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 28 percentage-based discount equals 50%. Please contact the Distributor at 1-800-437-6016 for more information. Signature The Transfer Agent may require that the signatures on the Guarantees 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 Redemption orders may be placed by telephone. Neither the Instructions Trust nor the Transfer Agent will be responsible for any loss, liability, cost or expense for acting upon wire instructions or upon telephone instructions that it reasonably believes to be genuine. The Trust and the Trust's Transfer Agent will each employ reasonable procedures to confirm that instructions communicated by telephone are genuine, including requiring a form of personal identification prior to acting upon instructions received by telephone and recording telephone instructions. The Trust or the Trust's Transfer Agent may be liable for losses resulting from fraudulent or unauthorized instructions if it does not employ these procedures. If market conditions are extraordinarily active, or other extraordinary circumstances exist, and you experience difficulties placing redemption orders by telephone, you may wish to consider placing your order by other means. Systematic Please note that if withdrawals exceed income dividends, Withdrawal Plan your invested principal in the account will be depleted. ("SWP") 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 An account may be closed by providing written notice to the your Account Transfer Agent. You may also close your account by telephone if you have previously elected telephone options on your account application. GENERAL INFORMATION ____________________________________________________________ The Trust SEI International 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 each Portfolio through two separate classes: Class A and Class D, which provide for variation in distribution and transfer agent costs, voting rights, dividends, and the imposition of a sales charge on Class D Shares. This Prospectus 29 offers the Class D shares of the Trust's Core International Equity Portfolio, European Equity Portfolio, Pacific Basin Equity Portfolio, Emerging Markets Equity Portfolio and International Fixed Income Portfolio. Additional information pertaining to the Trust may be obtained by writing to SEI Financial Management Corporation, 680 East Swedesford Road, Wayne, Pennsylvania 19087 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 in one or more of the Portfolios may obtain asset allocation services 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. Trustees of the The management and affairs of the Trust are supervised by Trust the Trustees under the laws of the Commonwealth of Massachusetts. The Trustees have approved contracts under which, as described above, certain companies provide essential management services to the Trust. Voting Rights Each share held entitles the shareholder of record to one vote. Each portfolio of the Trust will vote separately on matters relating solely to that portfolio. 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. Reporting The Trust issues unaudited financial information semiannually and audited financial statements annually. The Trust furnishes proxy statements and other reports to shareholders of record. Shareholder Shareholder inquires should be directed to Supervised Inquiries Service Company, P.O. Box 419240, Kansas City, MO 64141- 6240. Dividends Substantially all of the net investment income (exclusive of capital gains) of the Portfolio is periodically declared and paid as a dividend. Currently, capital gains, if any, are distributed at least annually. 30 Shareholders automatically receive all income dividends and capital gain distributions in additional shares at the net asset value next determined following the record date, unless the shareholder has elected to take such payment in cash. Shareholders may change their election by providing written notice to SFM at least 15 days prior to the distribution. Dividends and capital gains of each Portfolio are paid on a per-share basis. The value of each share will be reduced by the amount of any such payment. If shares are purchased shortly before the record date for dividend or capital gains distributions, a shareholder will pay the full price for the shares and receive some portion of the price back as a taxable dividend or distribution. The dividends on Class D shares will normally be lower than on Class A shares of a Portfolio because of the additional distribution and transfer agent expenses charged to ProVantage Funds shares. Counsel and Morgan, Lewis & Bockius serves as counsel to the Trust. Independent Price Waterhouse LLP serves as the independent public Accountants accountants of the Trust. Custodian and State Street Bank and Trust Company, 225 Franklin Street, Wire Agent Boston, MA 02110 (a "Custodian"), acts as Custodian for the assets of Core International Equity and Emerging Markets Equity Portfolios. The Chase Manhattan Bank, N.A., Chase MetroTech Center, Brooklyn, NY 11245 (a "Custodian" and together, the "Custodians"), acts as Custodian for the assets of the European Equity, Pacific Basin Equity and International Fixed Income Portfolios. 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, PA 19101 acts as wire agent of the Trust's assets. DESCRIPTION OF PERMITTED INVESTMENTS AND RISK FACTORS ___________________________________________________________________ The following is a description of the permitted investment practices for the Portfolio, and the associated risk factors: American ADRs are securities, typically issued by a U.S. financial Depositary institution (a "depositary"), that evidence ownership Receipts interests in a security or a pool of securities issued by a ("ADRs"), foreign issuer and deposited with the depositary. ADRs Continental include American Depositary Shares and New York Shares. Depositary EDRs, which are sometimes referred to as Continental Receipts Depositary Receipts ("CDRs"), are securities, typically ("CDRs"), issued by a non-U.S. financial institution, that evidence European ownership interests in a security or a pool of securities Depositary issued by either a U.S. or foreign issuer. GDRs are issued Receipts globally and evidence similar ownership management. ("EDRs") and Generally, ADRs are designed for trading in the U.S. Global securities market, EDRs are designed for trading in European Depositary securities markets and GDRs are designed for trading in non- Receipts U.S. securities markets. ADRs, EDRs, CDRs and GDRs may be ("GDRs") available for investment through 31 "sponsored" or "unsponsored" facilities. A sponsored facility is established jointly by the issuer of the security underlying the receipt and a depositary, whereas an unsponsored facility may be established by a depositary without participation by the issuer of the receipt's underlying security. Holders of an unsponsored depositary receipt generally bear all the costs of the unsponsored facility. The depositary of an unsponsored facility frequently is under no obligation to distribute shareholder communications received from the issuer of the deposited security or to pass through to the holders of the receipts voting rights with respect to the deposited securities. Bankers' Bankers' acceptances are bills of exchange or time drafts Acceptances drawn on and accepted by a commercial bank. Bankers' acceptances are issued by corporations to finance the shipment and storage of goods. Maturities are generally six months or less. Certificates of Certificates of deposit are interest bearing instruments Deposit with a specific maturity. They 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 with penalties for early withdrawal will be considered illiquid. Commercial Commercial paper is a term used to describe unsecured short- Paper term promissory notes issued by banks, municipalities, corporations and other entities. Maturities on these issues vary, generally from a few to 270 days. Convertible Convertible securities are corporate securities that are Securities exchangeable for a set number of another security at a prestated price. Convertible securities typically have characteristics similar to both fixed income and equity securities. Because of the conversion feature, the market value of a convertible security tends to move with the market value of the underlying stock. The value of a convertible security is also affected by prevailing interest rates, the credit quality of the issuer, and any call provisions. Equity Equity securities represent ownership interests in a company Securities or corporation and consist of common stock, preferred stock, warrants and rights to subscribe to common stock and in general, any security that is convertible into or exchangeable for common stock. Investments in common stocks are subject to market risks which may cause their prices to fluctuate over time. The value of convertible securities is also affected by prevailing interest rates, the credit quality of the issuer and any call provisions. Changes in the value of fund securities will not necessarily affect cash income derived from these securities but will affect a Portfolio's net asset value. Fixed Income Fixed income securities are debt obligations issued by Securities 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 32 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 A forward contract involves an obligation to purchase or Currency sell a specific currency amount at a future date, agreed Contracts 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 Futures contracts provide for the future sale by one party Contracts and and purchase by another party of a specified amount of a Options on specific security at a specified future time and at a Futures specified price. An option on a futures contract gives the Contracts 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. Stock index futures are futures contracts for various stock indices that are traded on registered securities exchanges. A stock index futures contract obligates the seller to deliver (and the purchaser to take) an amount of cash equal to a specific dollar amount times the difference between the value of a specific stock index at the close of the last trading day of the contract and the price at which the agreement is made. There are risks associated with these activities, including the following: (1) the success of a hedging strategy may depend on an ability to predict movements in the prices of individual securities, fluctuations in markets and movements in interest rates, (2) there may be an imperfect or no correlation between the changes in market value of the securities held by the Portfolio and the prices of futures and options on futures, (3) there may not be a liquid secondary market for a futures contract or option, (4) trading restrictions or limitations may be imposed by an exchange, and (5) government regulations may restrict trading in futures contracts and futures options. A Portfolio may enter into futures contracts and options on futures contracts traded on an exchange regulated by the Commodities Futures Trading Commission 33 ("CFTC"), as long as, to the extent that such transactions are not for "bona fide hedging purposes," the aggregate initial margin and premiums on such positions (excluding the amount by which such options are in the money) do not exceed 5% of a Portfolio's net assets. A Portfolio may buy and sell futures contracts and related options to manage its exposure to changing interest rates and securities prices. Some strategies reduce a Portfolio's exposure to price fluctuations, while others tend to increase its market exposure. Futures and options on futures can be volatile instruments and involve certain risks that could negatively impact a Portfolio's return. Illiquid Illiquid securities are securities that cannot be disposed Securities of within seven business days at approximately the price at which they are being carried on the Portfolio's books. An illiquid security includes a demand instrument with a demand notice period exceeding seven days, when there is no secondary market for such security and repurchase agreements with durations over seven days in length. Investment Because of restrictions on direct investment by U.S. Companies entities in certain countries, investment in other investment companies may be the most practical or only manner in which an international and global fund can invest in the securities markets of those countries. A Portfolio does not intend to invest in other investment companies unless, in the judgment of its advisers, the potential benefits of such investments exceed the associated costs relative to the benefits and costs associated with direct investments in the underlying securities. Investments in closed-end investment companies may involve the payment of substantial premiums above the net asset value of such issuer's portfolio securities, and are subject to limitations under the 1940 Act. 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. 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." Obligations Supranational entities are entities established through the of Supranational joint participation of several governments and include the Entities 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. Options A put option gives the purchaser of the option the right to sell, and the writer of the option the obligation to buy, the underlying security at any time during the option period. A call option gives the purchaser of the option the right to buy, and the writer of the option the obligation to sell, the underlying security at any time during the option period. The premium paid to the writer is the consideration for undertaking the obligations under the option contract. The initial purchase (sale) of an option contract is an "opening transaction." In order to close out an option position, a Portfolio may enter into a "closing 34 ^ transaction," which is simply the sale (purchase) of an option contract on the same security with the same exercise price and expiration date as the option contract originally opened. A Portfolio may purchase put and call options to protect against a decline in the market value of the securities in its portfolio or to anticipate an increase in the market value of securities that the Portfolio may seek to purchase in the future. A Portfolio purchasing put and call options pays a premium therefor. If price movements in the underlying securities are such that exercise of the options would not be profitable for the Portfolio, loss of the premium paid may be offset by an increase in the value of the Portfolio's securities or by a decrease in the cost of acquisition of securities by the Portfolio. A Portfolio may write covered call options as a means of increasing the yield on its fund and as a means of providing limited protection against decreases in its market value. When a Fund sells an option, if the underlying securities do not increase or decrease to a price level that would make the exercise of the option profitable to the holder thereof, the option generally will expire without being exercised and the Portfolio will realized as profit the premium received for such option. When a call option of which a Portfolio is the writer is exercised, the Portfolio will be required to sell the underlying securities to the option holder at the strike price, and will not participate in any increase in the price of such securities above the strike price. When a put option of which a Portfolio is the writer is exercised, the Portfolio will be required to purchase the underlying securities at the strike price, which may be in excess of the market value of such securities. A Portfolio may purchase and write options on an exchange or over-the-counter. Over-the-counter options ("OTC options") differ from exchange-traded options in several respects. They are transacted directly with dealers and not with a clearing corporation, and therefore entail the risk of non-performance by the dealer. OTC options are available for a greater variety of securities and for a wider range of expiration dates and exercise prices than are available for exchange-traded options. Because OTC options are not traded on an exchange, pricing is done normally by reference to information from a market maker. It is the position of the SEC that OTC options are generally illiquid. A Portfolio may purchase and write put and call options on foreign currencies (traded on U.S. and foreign exchanges or over-the-counter markets) to manage its exposure to exchange rates. Call options on foreign currency written by a Portfolio will be "covered," which means that the Portfolio will own an equal amount of the underlying foreign currency. With respect to put options on foreign currency written by a Portfolio, the Portfolio will establish a segregated account with its custodian bank consisting of cash or liquid, high grade debt securities in an amount equal to the amount the Portfolio would be required to pay upon exercise of the put. A Portfolio may purchase and write put and call options on indices and enter into related closing transactions. Put and call options on indices are similar to options on securities except that options on an index give the holder the right to receive, upon 35 exercise of the option, an amount of cash if the closing level of the underlying index is greater than (or less than, in the case of puts) the exercise price of the option. This amount of cash is equal to the difference between the closing price of the index and the exercise price of the option, expressed in dollars multiplied by a specified number. Thus, unlike options on individual securities, all settlements are in cash, and gain or loss depends on price movements in the particular market represented by the index generally, rather than the price movements in individual securities. A Portfolio may choose to terminate an option position by entering into a closing transaction. The ability of a Portfolio to enter into closing transactions depends upon the existence of a liquid secondary market for such transactions. The Portfolio may engage in writing covered call options. Under a call option, the purchaser has the right to purchase and the writer (the Portfolio) the obligation to sell the underlying security at the exercise price during the option period. Options purchased by the Portfolio will be listed on a national securities exchange. In order to close out an option position, the Portfolio may enter into a "closing purchase transaction," which involves the purchase of an option on the same security at the same exercise price and expiration date. If the Portfolio is unable to effect a closing purchase transaction with respect to an option it has written, it will not be able to sell the underlying security until the option expires or the Portfolio delivers the security upon exercise. Permissible options include options on stock indices. All options written on indices must be covered. When a Portfolio writes an option on an index, it will establish a segregated account containing cash or liquid high grade debt securities with its Custodian in an amount at least equal to the market value of the option and will maintain the account while the option is open or will otherwise cover the transaction. Risk Factors: Risks associated with options transactions include: (1) the success of a hedging strategy may depend on an ability to predict movements in the prices of individual securities, fluctuations in markets and movements in interest rates; (2) there may be an imperfect correlation between the movement in prices of options and the securities underlying them; (3) there may not be a liquid secondary market for options; and (4) while a Portfolio will receive a premium when it writes covered call options, it may not participate fully in a rise in the market value of the underlying security. Privatizations Privatizations are foreign government programs for selling all or part of the interests in government owned or controlled enterprises. The ability of a U.S. entity 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. 36 Repurchase Repurchase agreements are agreements by which a Portfolio Agreements obtains a security and simultaneously commits to return the security to the seller at an agreed upon price (including principal and interest) on an agreed upon date within a number of days from the date of purchase. The Custodian or its agent will hold the security as collateral for the repurchase agreement. Collateral must be maintained at a value at least equal to 102% of the purchase price. The Portfolio bears a risk of loss in the event the other party defaults on its obligations and the Portfolio is delayed or prevented from its right to dispose of the collateral securities or if the Portfolio realizes a loss on the sale of the collateral securities. The advisers will enter into repurchase agreements on behalf of a Portfolio only with financial institutions deemed to present minimal risk of bankruptcy during the term of the agreement based on guidelines established and periodically reviewed by the Trustees. Repurchase agreements are considered loans under the 1940 Act. Securities of There are certain risks connected with investing in foreign Foreign Issuers securities. These include risks of adverse political and economic developments (including possible governmental seizure or nationalization of assets), the possible imposition of exchange controls or other governmental restrictions, less uniformity in accounting and reporting requirements, the possibility that there will be less information on such securities and their issuers available to the public, the difficulty of obtaining or enforcing court judgments abroad, restrictions on foreign investments in other jurisdictions, difficulties in effecting repatriation of capital invested abroad and difficulties in transaction settlements and the effect of delay on shareholder equity. Foreign securities may be subject to foreign taxes, and may be less marketable than comparable U.S. securities. The value of a Portfolio's investments denominated in foreign currencies will depend on the relative strengths of those currencies and the U.S. dollars, and a Portfolio may be affected favorably or unfavorably by changes in the exchange rates or exchange control regulations between foreign currencies and the U.S. dollar. Changes in foreign currency exchange rates also may affect the value of dividends and interest earned, gains and losses realized on the sale of securities and net investment income and gains if any, to be distributed to shareholders by a Portfolio. Furthermore, emerging market countries may have less stable political environments than more developed countries. Also it may be more difficult to obtain a judgment in a court outside the United States. Short Sales Selling securities short involves selling securities the seller does not own (but has borrowed) in anticipation of a decline in the market price of such securities. To deliver the securities to the buyer, the seller must arrange through a broker to borrow the securities and, in so doing, the seller becomes obligated to replace the securities borrowed at their market price at the time of replacement. On a short sale, the proceeds the seller receives from the sale are retained by a broker until the seller replaces the borrowed securities. The Portfolio may have to pay a premium to borrow the securities and must pay any dividends or interest payable on the securities until they are replaced. 37 A Portfolio may 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. A Portfolio may also maintain short positions in forward currency exchange transactions, which involve the Fund's agreement to exchange currency that it does not own at that time of such agreement for another currency at a future date and specified price in anticipation of a decline in the value of the currency sold short relative to the currency that the Portfolio has contracted to receive in the exchange. To ensure that any short position of a Portfolio is not used to achieve leverage, a Portfolio will establish with its Custodian a segregated account consisting of cash, or liquid, high grade debt securities equal to the fluctuating market value of the currency as to which any short position is being maintained. Swaps, Caps, Interest rate swaps, mortgage swaps, currency swaps and Floorsand other types of swap agreements such as caps, floors and Collars collars are designed to permit the purchaser to preserve a return or spread on a particular investment or portion of its portfolio, and to protect against any increase in the price of securities a Portfolio anticipates purchasing at a later date. In a typical interest rate swap, one party agrees to make regular payments equal to a floating interest rate times a "notional principal amount," in return for payments equal to a fixed rate times the same amount, for a specific period of time. If a swap agreement provides for payment in different currencies, the parties might agree to exchange the notional principal amount as well. 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 be covered by setting aside liquid high grade securities in a segregated account. A Portfolio will enter into swaps only with counterparties believed to be creditworthy. 38 Time Deposits Time deposits are non-negotiable receipts issued by a bank in exchange for the deposit of funds. Like a certificate of deposit, a time deposit 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 are considered to be illiquid securities. U.S. Government Obligations issued or guaranteed by agencies of the U.S. Agencies 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), and others are supported by the right of the issuer to borrow from the Treasury (e.g., Federal Farm Credit Bank), while still others are supported only by the credit of the instrumentality (e.g., Federal National Mortgage Association). Guarantees of principal by agencies or instrumentalities of the United Sates Government may be a guarantee of payment at the maturity of the obligation so that in the event of a default prior to maturity there might not be a market and thus no means of realizing on the obligation prior to maturity. Guarantees as to the timely payment of principal and interest do not extend to the value or yield of these securities nor to the value of the Portfolio's shares. U.S. Treasury U.S. Treasury obligations consist of bills, notes and bonds Obligations issued by the U.S. Treasury and separately traded interest and principal component parts of such obligations that are transferable through the Federal book-entry system known as Separately Traded Registered Interest and Principal Securities ("STRIPS"). Variable and Certain obligations may carry variable or floating rates of Floating Rate interest, may involve a conditional or unconditional demand Instruments 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 some other reset period, and may have a floor or ceiling on interest rate changes. There is a risk that the current interest rate on such obligations may not accurately reflect existing market interest rates. A demand instrument with a demand notice exceeding seven days may be considered illiquid if there is no secondary market for such security. Warrants Warrants are instruments giving holders the right, but not the obligation, to buy equity or fixed income securities of a company at a given price during a specified period. When-Issued and When-issued or delayed delivery basis transactions involve Delayed the purchase of an instrument with payment and delivery Delivery taking place in the future. Delivery of and payment for Securities these securities may occur a month or more after the date of the purchase commitment. A Portfolio will maintain with its Custodian a separate account with liquid high grade debt securities or cash in an amount at least equal to these commitments. The interest rate realized on these securities is fixed as of the purchase date and no interest accrues to a 39 ^ Portfolio before settlement. These securities are subject to market fluctuation due to changes in market interest rates and it is possible that the market value at the time of settlement could be higher or lower than the purchase price if the general level of interest rates has changed. Although a Portfolio generally purchases securities on a when-issued or forward commitment basis with the intention of actually acquiring securities, a Portfolio may dispose of a when- issued security or forward commitment prior to settlement if it deems appropriate. Additional information on other permitted investments can be found in the Statement of Additional Information. 40 SEI INTERNATIONAL TRUST Manager and Shareholder Servicing Agent: SEI Financial Management Corporation Distributor: SEI Financial Services Company Investment Adviser: SEI Financial Management Corporation Investment Sub-Advisers: Acadian Asset Management, Inc. Montgomery Asset Management, L.P. Morgan Grenfell Investment Services Limited Schroder Capital Management International Limited Strategic Fixed Income L.P. WorldInvest 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 28, 1995. Prospectuses may be obtained through SEI Financial Services Company, 680 East Swedesford Road, Wayne, PA 19087-1658.
TABLE OF CONTENTS The Trust...................................................... S-2 Description of Permitted Investments........................... S-2 Description of Ratings......................................... S-4 Investment Limitations......................................... S-8 Non-Fundamental Policies....................................... S-8 Additional Restrictions........................................ S-9 The Manager and Shareholder Servicing Agent.................... S-9 The Advisers and Sub-Advisers.................................. S-10 Distribution................................................... S-11 Trustees and Officers of the Trust............................. S-13 Performance.................................................... S-15 Purchase and Redemption of Shares.............................. S-16 Shareholder Services (Class D shares).......................... S-17 Taxes.......................................................... S-19 Portfolio Transactions......................................... S-20 Description of Shares.......................................... S-23 Limitation of Trustees' Liability.............................. S-23 Voting......................................................... S-23 Shareholder Liability.......................................... S-23 Control Persons and Principal Holders of Securities............ S-24 Experts........................................................ S-24 Financial Statements........................................... S-24
June 28, 1995 - - - THE TRUST SEI International Trust (the "Trust") is an open-end management investment company established under Massachusetts law as a Massachusetts business trust under 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 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: Core International Equity, European Equity, Pacific Basin Equity, Emerging Markets Equity and International Fixed Income Portfolios (the "Portfolios" and each of these, a "Portfolio"), and any different classes of the Portfolios. DESCRIPTION OF PERMITTED INVESTMENTS Bank Obligations of United States commercial banks or savings and loan institutions which the Portfolios may buy include certificates of deposit, time deposits and bankers' acceptances. A time deposit is an account containing a currency balance pledged to remain at a particular bank for a specified period in return for payment of interest. A bankers' acceptance is a bill of exchange guaranteed by a bank or trust company for payment within one to six months. Bankers' acceptances are used to provide manufacturers and exporters with capital to operate between the time of manufacture or export and payment by the purchaser. Bank obligations are permitted investments for the Portfolios. Commercial Paper which the Portfolios may purchase includes variable amount master demand notes which may or may not be backed by bank letters of credit. These notes permit the investment of fluctuating amounts at varying market rates of interest pursuant to direct arrangements between a Portfolio, as lender, and the borrower. Such notes provide that the interest rate on the amount outstanding varies on a daily, weekly or monthly basis depending upon a stated short-term interest rate index. There is no secondary market for the notes. The following descriptions of commercial paper ratings have been published by Standard & Poor's Corporation ("S&P") and Moody's Investors Service, Inc. ("Moody's"), respectively. Commercial paper rated A by S&P is regarded by S&P as having the greatest capacity for timely payment. Issues rated A are further refined by use of the numbers 1+, 1, 2 and 3 to indicate the relative degree of safety. Issues rated A-1+ are those with an "overwhelming degree" of credit protection. Those rated A-1 reflect a "very strong" degree of safety regarding timely payment. Those rate A-2 reflect a "satisfactory" degree of safety regarding timely payment. Commercial paper issuers rated Prime-1 or Prime-2 by Moody's are judged by Moody's to be of "superior" quality and "strong" quality, respectively, on the basis of relative repayment capacity. Forward Foreign Currency Contracts involve an obligation to purchase or sell a specified currency at a future date at a price set at the time of the contract. Forward currency contracts do not eliminate fluctuations in the values of portfolio securities but rather allow a Portfolio to establish a rate of exchange for a future point in time. When entering into a contract for the purchase or sale of a security in a foreign currency, a Portfolio may enter into a foreign forward currency contract for the amount of the purchase or sale price to protect against variations, between the date the security is purchased or sold and the date on which payment is made or received, in the value of the foreign currency relative to the United States dollar or other foreign currency. S-2 Also, when the Adviser anticipates that a particular foreign currency may decline substantially relative to the United States dollar or other leading currencies, in order to reduce risk, a Portfolio may enter into a forward contract to sell, for a fixed amount, the amount of foreign currency approximating the value of its securities denominated in such foreign currency. With respect to any such forward foreign currency contract, it will not generally be possible to match precisely the amount covered by that contract and the value of the securities involved due to changes in the values of such securities resulting from market movements between the date the forward contract is entered into and the date it matures. In addition, while forward currency contracts may offer protection from losses resulting from declines in value of a particular foreign currency, they also limit potential gains which might result from increases in the value of such currency. A Portfolio will also incur costs in connection with forward foreign currency contracts and conversions of foreign currencies into United States dollars. The Portfolios may enter into forward foreign currency contracts. Investment company shares that are purchased by a Portfolio shall be limited to shares of money market open-end investment companies and the Adviser will waive its fee on that portion of the assets placed in such money market open-end investment companies. Obligations of Supranational Agencies may be purchased by the Portfolios. Currently the Portfolios intend to invest only in obligations issued or guaranteed by the Asian Development Bank, Inter-American Development Bank, International Bank for Reconstruction and Development (World Bank), African Development Bank, European Coal and Steel Community, European Economic Community, European Investment Bank and the Nordic Investment Bank. Repurchase Agreements in which the Portfolios may invest are agreements under which securities are acquired from a securities dealer or bank subject to resale on an agreed upon date and at an agreed upon price which includes principal and interest. The Portfolio bears a risk of loss in the event that the other party to a repurchase agreement defaults on its obligations and the Portfolio is delayed or prevented from exercising its rights to dispose of the collateral securities. 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. 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. United States Government Securities include obligations issued by agencies or instrumentalities of the United States Government including, among others, Export Import Bank of the United States, Farmers Home Administration, Federal Farm Credit System, Federal Housing Administration, Maritime Administration, Small Business Administration and The Tennessee Valley Authority. Obligations of instrumentalities of the United States Government include securities issued by, among others, Federal Home Loan Banks, Federal Home Loan Mortgage Corporation, Federal Intermediate Credit Banks, Federal Land Banks, Federal National Mortgage Association and the United States Postal Service. Some of these securities are supported by the full faith and credit of the United States Treasury (e.g., Government National Mortgage Association), others are S-3 supported by the right of the issuer to borrow from the Treasury (e.g., Federal Farm Credit Bank) and still others are supported only by the credit of the instrumentality (e.g., Federal National Mortgage Association). Guarantees of principal by agencies or instrumentalities of the United States Government may be a guarantee of payment at the maturity of the obligation so that in the event of a default prior to maturity there might not be a market and thus no means of realizing on the obligation prior to maturity. Guarantees as to the timely payment of principal and interest do not extend to the value or yield of these securities nor to the value of a Portfolio's shares. DESCRIPTION OF RATINGS The following descriptions are summaries of published ratings. Description of Commercial Paper Ratings Commercial paper rated A by S&P is regarded by S&P as having the greatest capacity for timely payment. Issues rated A are further refined by use of the numbers 1 +,1 and 2, to indicate the relative degree of safety. Issues rated A- 1+ are those with an "overwhelming degree" of credit protection. Those rated A-1 reflect a "very strong" degree of safety regarding timely payment. Commercial paper issues rated Prime-1 by Moody's are judged by Moody's to be of the "highest" quality 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 by IBCA Limited ("IBCA") indicates that the obligation is supported by a very strong capacity for timely repayment. Those obligations rated A1+ are supported by the highest capacity for timely repayment are supported by a strong capacity for timely repayment, although such capacity may be susceptible to adverse changes in business, economic or financial conditions. The rating TBW-1 by Thomson BankWatch ("Thomson") indicates a very high likelihood that principal and interest will be paid on a timely basis. Description of Municipal Note Ratings Moody's highest rating for state and municipal and other short-term notes is MIG-1 and VMIG-1. Short-term municipal securities rated MIG-1 or VMIG-1 are of the best quality. They have strong protection form established cash flows of funds for their servicing or from established and broad-based access to the market for refinancing or both. Short-term municipal securities rated MIG-2 or VMIG-2 are of high quality. Margins of protection are ample although not so large as in the preceding group. An S&P note rating reflects the liquidity concerns and market access risks unique to notes. Notes due in 3 years or less will likely receive a note rating. Notes maturing beyond 3 years will most likely receive a long-term debt rating. The following criteria will be used in making that assessment: . Amortization schedule (the larger the final maturity relative to other maturities, the more likely it will be treated as a note). S-4 . Source of Payment (the more dependent the issue is on the market for its refinancing, the more likely it will be treated as a note). S&P note rating symbols are as follows: SP-1 Very strong or strong capacity to pay principal and interest. Those issues determined to possess overwhelming safety characteristics will be given a plus(+) designation. SP-2 Satisfactory capacity to pay principal and interest. Description of Corporate Bond Ratings Bonds rated AAA have the highest rating S&P assigns to a debt obligation. Such a rating indicates an extremely strong capacity to pay principal and interest. Bonds rated AA also qualify as high-quality debt obligations. Capacity to pay principal and interest is very strong, and in the majority of instances they differ from AAA issues only in small degree. Debt rated A has a strong capacity to pay interest and repay principal although it is somewhat more susceptible to the adverse effects of changes in circumstances and economic conditions than debt in higher rated categories. Debt rated BBB is regarded as having an adequate capacity to pay interest and repay principal. Whereas it normally exhibits adequate protection parameters, adverse economic conditions or changing circumstances are more likely to lead to a weakened capacity to pay interest and repay principal for debt in this category than in higher rated categories. Debt rated BB and B is regarded as having predominantly speculative characteristics with respect to capacity to pay interest and repay principal. BB indicates the least degree of speculation and C the highest degree of speculation. While such debt will likely have some quality and protective characteristics, these are outweighed by large uncertainties or major risk exposures to adverse conditions. Debt rated BB has less near-term vulnerability to default than other speculative grade debt. However, it faces major ongoing uncertainties or exposure to adverse business, financial, or economic conditions that could lead to inadequate capacity to meet timely interest and principal payments. The BB rating category is also used for debt subordinated to senior debt that is assigned an actual or implied BBB- rating. Debt rate B has greater vulnerability to default but presently has the capacity to meet interest payments and principal repayments. Adverse business, financial, or economic conditions would likely impair capacity or willingness to pay interest and repay principal. The B rating category also is used for debt subordinated to senior debt that is assigned an actual or implied BB or BB- rating. Bonds which are rated Aaa by Moody's are judged to be of the best quality. They carry the smallest degree of investment risk and are generally referred to as "gilt edge." Interest payments are protected by a large, or an exceptionally stable, margin and principal is secure. While the various protective elements are likely to change, such changes as can be visualized are most unlikely to impair the fundamentally strong position of such issues. Bonds rated Aa by Moody's are judged by Moody's to be of high quality by all standards. Together with bonds rated Aaa, they comprise what are generally known as high-grade bonds. They are rated lower than the best bonds because margins of protection may not be as large as in Aaa securities or fluctuation of protective elements may be of greater amplitude or there may be other elements present which make the long-term risks appear somewhat larger than in Aaa securities. Bonds which are rated A possess many favorable investment attributes and are to be considered as upper-medium grade obligations. Factors giving security to principal and interest are considered adequate, but elements may be present which suggest a susceptibility to impairment sometime in the future. Bonds which are rated Baa are considered as medium-grade obligations (i.e., they are neither highly protected nor poorly secured). Interest payments and principal security appear adequate for the present but certain protective elements may be lacking or may be characteristically unreliable over any great length of time. Such bonds lack outstanding investment characteristics and in fact have speculative characteristics as well. Bonds which are rated Ba are judged to have speculative elements; their future cannot be considered as well- assured. Often the protection of interest and principal payments may be very moderate and thereby not well safeguarded during both good and bad times over the future. Uncertainty of position characterizes bonds in this class. S-5 Bonds which are rated B generally lack characteristics of the desirable investment. Assurance of interest and principal payments or of maintenance of other terms of the contract over any long period of time may be small. Moody's bond ratings, where specified, are applied to senior bank obligations and insurance company senior policyholder and claims obligations with an original maturity in excess of one year. Obligations relying upon support mechanisms such as letters-of-credit and bonds of indemnity are excluded unless explicitly rated. Obligations of a branch of a bank are considered to be domiciled in the country in which the branch is located. Unless noted as an exception, Moody's rating on a bank's ability to repay senior obligations extends only to branches located in countries which carry a Moody's sovereign rating. Such branch obligations are rated at the lower of the bank's rating or Moody's sovereign rating for the bank deposits for the country in which the branch is located. When the currency in which an obligation is denominated is not the same as the currency of the country in which the obligation is domiciled, Moody's ratings do not incorporate an opinion as to whether payment of the obligation will be affected by the actions of the government controlling the currency of denomination. In addition, risk associated with bilateral conflicts between an investor's home country and either the issuer's home country or the country where an issuer branch is located are not incorporated into Moody's ratings. Moody's makes no representation that rated bank obligations or insurance company obligations are exempt from registration under the U.S. Securities Act of 1933 or issued in conformity with any other applicable law or 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 but 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 S-6 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 qualify with negligible risk factors; only slightly more than U.S. Treasury debt. Bonds rated Duff-2, 3 and 4 are judged by Duff to be of high credit quality with strong protection factors. Risk is modest but may vary slightly from time to time because of economic conditions. Bonds rated BBB+, BBB, or BBB- are considered below average protection factors but still considered sufficient for prudent investment. Considerable BBB variability in risk during economic cycles. Bonds rated BB+, BB or BB- are considered below investment grade but deemed likely to meet obligations when due. Present or prospective financial protection factors fluctuate according to industry conditions or company fortunes. Overall quality may move up or down frequently within this category. Bonds rated B+, B or B- are considered below investment grade and possessing risk that obligations will not be met when due. Financial protection factors will fluctuate widely according to economic cycles, industry conditions and/or company fortunes. Potential exists for frequent changes in the rating within this category or into a higher or lower rating grade. Obligations rated AAA by IBCA have the lowest expectation of investment risk. Capacity for timely repayment of principal and interest is substantial, such that adverse changes in business, economic or financial conditions are unlikely to increase investment risk significantly. Obligations for which there is a very low expectation of investment risk are rated AA by IBCA. Capacity for timely repayment of principal and interest is substantial. Adverse changes in business, economic or financial conditions may increase investment risk albeit not very significantly. Bonds rated A are obligations for which there is a low expectation of investment risk. Capacity 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 S-7 of default than higher-rated issues. Adverse developments could well negatively affect the payment of interest and principal on a timely basis. INVESTMENT LIMITATIONS A Portfolio may not: 1. May make loans if, as a result, more than 33 1/3% of its total assets would be lent to other parties, except that each Portfolio may (i) purchase or hold debt instruments in accordance with its investment objective and policies; (ii) enter into repurchase agreements; and (iii) lend its securities. 2. Purchase or sell real estate, physical commodities, or commodities contracts, except that each Portfolio may purchase (i) marketable securities issued by companies which own or invest in real estate (including real estate investment trusts), commodities, or commodities contracts, and (ii) commodities contracts relating to financial instruments, such as financial futures contracts and options on such contracts. 3. Act as an underwriter of securities of other issuers except as it may be deemed an underwriter in selling a portfolio security. 4. Issue senior securities (as defined in the Investment Company Act of 1940, as amended (the "1940 Act") except as permitted by rule, regulation or order of the Securities and Exchange Commission ("SEC"). 5. Invest in interests in oil, gas or other mineral exploration or development programs and oil, gas or mineral leases. The foregoing percentages will apply at the time of the purchase of a security and shall not be violated unless an excess or deficiency occurs, immediately after or as a result of a purchase of such security. These investment limitations and the investment limitations in the Prospectuses are fundamental policies of the Trust and may not be changed without shareholder approval. NON-FUNDAMENTAL POLICIES The following investment limitations are non-fundamental policies of the Trust and may change without shareholder approval. A Portfolio 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 S-8 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 or which must be registered under the 1933 Act, as amended, before they may be sold to the public, if, in the aggregate, more than 15% of its total assets would be invested in such restricted securities. 5. Purchase illiquid securities, i.e., securities that cannot be disposed ---- of for their approximate carrying value in seven days or less (which term includes repurchase agreements and time deposits maturing in more than seven days) if, in the aggregate, more than 15% of its total assets would be invested in illiquid securities. Notwithstanding the foregoing, securities eligible to be re-sold under Rule 144A of the 1933 Act may be treated as liquid securities under procedures adopted by the Board of Trustees. 6. Invest its assets in securities of any investment company, except (i) by purchase in the open market involving only customary brokers' commissions, (ii) in connection with mergers, acquisitions of assets, or consolidations, or (iii) as otherwise permitted by the 1940 Act. 7. Purchase or retain securities of an issuer if, to the knowledge of the Trust, an officer, trustee, partner or director of the Trust or any investment adviser of the Trust owns beneficially more than 1/2 of the 1% of the shares or securities of such issuer and all such officers, trustees, partners and directors owning more than 1/2 of 1% of such shares or securities together own more than 5% of such shares or securities. 8. Purchase securities of any company which has (with predecessors) a record of less than three years continuing operations if, as a result, more than 5% of the total assets (taken at current value) would be invested in such securities. ADDITIONAL RESTRICTIONS The following are non-fundamental investment limitations that are currently required by one or more states in which the Trust sells shares of the Portfolios. These limitations are in addition to, and in some cases more restrictive than, the fundamental and non-fundamental investment limitations listed above. A limitation may be changed or eliminated if the relevant state(s) changes or eliminates its policy regarding such investment restriction.
1. A Portfolio may not invest more than 5% of its net assets in warrants; provided that of this 5% no more than 2% will be in warrants that are not listed on the New York Stock Exchange or the American Stock Exchange. 2. A Portfolio may not invest in the securities of other investment companies except by purchase in the open market where no commission or profit to a sponsor or dealer results from the purchase other than the customary broker's commission, or except when the purchase is part of a plan of merger, consolidation, reorganization or acquisition. 3. A Portfolio may not invest more than 10% of its total assets in illiquid securities, including securities which are not readily marketable or are restricted. 4. A Portfolio may not invest in short sales, except for short sales "against the box."
THE MANAGER AND SHAREHOLDER SERVICING AGENT S-9 The Management Agreement provides that the Manager shall not be liable for any error of judgment or mistake of law or for any loss suffered by the Trust in connection with the matters to which the Management Agreement relates, except a loss resulting from willful misfeasance, bad faith or gross negligence on the part of the Manager in the performance of its duties or from reckless disregard of its duties and obligations thereunder. The continuance of the Management Agreement must be specifically approved at least annually (i) by the vote of a majority of the Trustees or by the vote of a majority of the outstanding voting securities of the Portfolios, and (ii) by the vote of a majority of the Trustees of the Trust who are not parties to the Management Agreement or an "interested person" (as that term is defined in the 1940 Act) of any party thereto, cast in person at a meeting called for the purpose of voting on such approval. The Management Agreement is terminable at any time without penalty by the Trustees of the Trust, by a vote of a majority of the outstanding shares of the Portfolios or by the Manager on not less than 30 days' nor more than 60 days written notice. This Agreement shall not be assignable by either party without the written consent of the other party. The Manager, a wholly-owned subsidiary of SEI Corporation ("SEI"), was organized as a Delaware corporation in 1969 and has its principal business offices at 680 East Swedesford Road, Wayne, PA 19087. Alfred P. West, Jr., Henry H. Greer, Carmen V. Romeo, and Robert A. Nesher constitute the Board of Directors of the Manager. Mr. West serves as the Chairman of the Board of Directors and Chief Executive Officer of SEI. Mr. Greer serves as President and Chief Operating Officer of the Manager and SEI. SEI and its subsidiaries are leading providers of funds evaluation services, trust accounting systems, and brokerage and information services to financial institutions, institutional investors and money managers. The Manager also serves as manager to the following other institutional mutual funds: SEI Daily Income Trust; SEI Liquid Asset Trust; SEI Tax Exempt Trust; SEI Index Funds; SEI Institutional Managed Trust; The Pillar Funds; Stepstone Funds; The Compass Capital Group of Funds; FFB Lexicon Funds; The Advisors' Inner Circle Fund; CUFUND; STI Classic Funds; CoreFunds, Inc.; First American Funds, Inc.; First American Investment Funds, Inc.; The Arbor Fund; 1784 Funds; Marquis/SM/ Funds; Morgan Grenfell Investment Trust; The PBHG Funds, Inc.; First American Mutual Funds; Nationar Funds, Inc.; Tax Exempt Housing Reserve Fund; Inventor Funds, Inc.; Insurance Investment Products Trust; and Rembrandt Funds. If operating expenses of any Portfolio exceed limitations established by certain states, the Manager will pay such excess. The Manager will not be required to bear expenses of any Portfolio to an extent which would result in the Portfolio's inability to qualify as a regulated investment company under provisions of the Internal Revenue Code of 1986, as amended (the "Code"). The term "expenses" is defined in such laws or regulations, and generally excludes brokerage commissions, distribution expenses, taxes, interest and extraordinary expenses. For the fiscal years ended February 29, 1993, February 28, 1994 and February 28, 1995, the Portfolios paid fees to the Manager as follows:
================================================================================================================= Fee Waivers and Reimbursements Fees Paid(Reimbursed) (000) (000) ------------------------------------------------------------------------ 1993 1994 1995 1993 1994 1995 - ----------------------------------------------------------------------------------------------------------------- Core International Equity Portfolio $225 $1,586 $2,652 $571 $471 $77 - ----------------------------------------------------------------------------------------------------------------- European Equity Portfolio * * $107 * * $57 - ----------------------------------------------------------------------------------------------------------------- Pacific Basin Equity Portfolio * * $83 * * $76 - ----------------------------------------------------------------------------------------------------------------- Emerging Markets Equity Portfolio * * $(9) * * $11 - ----------------------------------------------------------------------------------------------------------------- International Fixed Income Portfolio * $3 $122 * $40 $84 =================================================================================================================
*Not in operation during such period. S-10 THE ADVISER AND SUB-ADVISERS The Advisory and Sub-Advisory Agreements provide that the Adviser and each Sub- Adviser shall not be protected against any liability to the Trust or its shareholders by reason of willful misfeasance, bad faith or gross negligence on its part in the performance of its duties or from reckless disregard of its obligations or duties thereunder. The continuance of the Advisory and Sub-Advisory Agreements 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. For the fiscal years ended February 29, 1993, February 28, 1994, and February 28, 1995, the Portfolios paid to the Advisers the following:
================================================================================================================= Fees Paid (000) Fee Waivers (000) ------------------------------------------------------------------------ 1993 1994 1995 1993 1994 1995 - ----------------------------------------------------------------------------------------------------------------- Core International Equity Portfolio $ 431 $1,063 $1,516 $0 $0 $0 - ----------------------------------------------------------------------------------------------------------------- European Equity Portfolio * * $67 * * $0 - ----------------------------------------------------------------------------------------------------------------- Pacific Basin Equity Portfolio * * $80 * * $0 - ----------------------------------------------------------------------------------------------------------------- Emerging Markets Equity Portfolio * * $4 * * $0 - ----------------------------------------------------------------------------------------------------------------- International Fixed Income Portfolio * $17 $86 * $4 $17 =================================================================================================================
*Not in operation during such period. DISTRIBUTION The Trust has adopted a Distribution Agreement for the Portfolios. The Trust has also adopted a Distribution Plan ("Institutional Class Plan") for the Class A shares of the Core International Equity, European Equity, Pacific Basin Equity, Emerging Markets Equity and International Fixed Income Portfolios and a Distribution Plan ("Class D Plan") for the shares of the Class D shares of the Core International Equity, European Equity, Pacific Basin Equity, Emerging Markets Equity and International Fixed Income Portfolios (the foregoing plans collectively, the "Distribution Plans") 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 Plans and Distribution Agreement are in the best interests of the shareholders. Continuance of the Plans must be approved annually by a majority of the Trustees of the Trust and by a majority of the Qualified Trustees, as defined in the Distribution Plans. The Plans require that quarterly written reports of amounts spent under the Plans and the purposes of such expenditures be furnished and reviewed by the Trustees. The Plans may not be amended to increase materially the amount which may be spent thereunder without S-11 approval by a majority of the outstanding shares of the Portfolio or class affected. All material amendments of the Plans will require approval by a majority of the Trustees of the Trust and of the Qualified Trustees. The Class A Plan adopted by the shareholders of the Core International Equity Portfolio, and adopted by the sole shareholder of the International Fixed Income Portfolio, provides that the Trust will pay a fee of up to .30% of the average daily net assets of the Core International Equity Portfolio, European Equity, Pacific Basin Equity, Emerging Markets Equity and International Fixed Income Portfolios Class A shares that the Distributor can use to compensate broker- dealers and service providers, including SEI Financial Services Company and its affiliates, which provide distribution-related services to shareholders of the Core International Equity Portfolio, European Equity, Pacific Basin Equity, Emerging Markets Equity and International Fixed Income Portfolios Class A shares or their customers who beneficially own shares of such series. The Class A Plan provides that if there are more than one series of Trust securities having an institutional class, expenses incurred pursuant to the Class A 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. The Class D Plan provides that the Trust will pay a fee of up to .30% of the average daily net assets of a Portfolio's Class D shares that the Distributor can use to compensate broker-dealers and service providers, including SEI Financial Services Company and its affiliates, which provide distribution- related services to Core International Equity, European Equity, Pacific Basin Equity, Emerging Markets Equity and International Fixed Income Portfolios Class D shares shareholders or their customers who beneficially own Class D shares. The Class D Plan provides that, if there are more than one series of Trust securities having a Class D class, expenses incurred pursuant to the Class D Plan will be allocated among such several series of the Trust on the basis of their relative net asset values, unless otherwise determined by a majority of the Qualified Trustees. The Class D Plan also provides for additional payments to the Distributor of up to .30% of the Class D shares' average daily net assets on an annualized basis. See "Distribution" in the Class D Prospectus. The distribution related services that may be provided under the Plans include establishing and maintaining customer accounts and records; aggregating and processing purchase and redemption requests from customers; placing net purchase and redemption orders with the Distributor; automatically investing customer account cash balances; providing periodic statements to customers; arranging for wires; answering customer inquiries concerning their investments; assisting customers in changing dividend options, account designations, and addresses; performing sub-accounting functions; processing dividend payments from the Trust on behalf of customers; and forwarding shareholder communications from the Trust (such as proxies, shareholder reports, dividend distribution and tax notices) to these customers with respect to investments in the Trust. Certain state securities laws may require those financial institutions providing such distribution services to register as dealers pursuant to state law. Except to the extent that the Manager and Adviser benefitted through increased fees from an increase in the net assets of the Trust which may have resulted in part from the expenditures, no interested person of the Trust nor any Trustee of the Trust who is not an interested person of the Trust had a direct or indirect financial interest in the operation of the Distribution Plans or related agreements. Although banking laws and regulations prohibit banks from distributing shares of open-end investment companies such as the Trust, according to an opinion issued to the staff of the Securities and Exchange Commission ("SEC") by the Office of the Comptroller of the Currency, financial institutions are not prohibited from acting in other capacities for investment companies, such as providing shareholder services. Should future legislative, judicial or administrative action prohibit or restrict the activities of financial institutions in connection with providing shareholder services, the Trust may be required to alter materially or discontinue its arrangements with such financial institutions. For the fiscal year ended February 28, 1995, the Portfolios incurred the following distribution expenses: S-12
Total Amount Dist. Paid to 3rd Expenses Parties by Total Dist. as SFS for Sales Printing Other Portfolio Class Expenses a % of net Distributor Expenses Costs Costs* assets Related Services - -------------------------------------------------------------------------------------------------------------------------- Core International Equity A $562,142 .12% $0 $562,142 $0 $0 Portfolio --------------------------------------------------------------------------------------- D $ 62 .37% $0 $ 62 $0 $0 - -------------------------------------------------------------------------------------------------------------------------- European Equity Portfolio A $ 21,539 .10% $0 $ 21,539 $0 $0 - -------------------------------------------------------------------------------------------------------------------------- Pacific Basin Equity Portfolio A $ 21,262 .11% $0 $ 21,262 $0 $0 - -------------------------------------------------------------------------------------------------------------------------- Emerging Markets Equity Portfolio A $ 385 .11% $0 $ 385 $0 $0 - -------------------------------------------------------------------------------------------------------------------------- International Fixed Income Portfolio A $ 39,602 .12% $0 $ 39,602 $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 and their principal occupations for the last five years are set forth below. Each may have held other positions with the named companies during that period. Unless otherwise noted, the business address of each Trustee and executive officer is SEI Financial Management Corporation, 680 East Swedesford Road, Wayne, PA 19087. Certain trustees and officers of the Trust also serve as trustees and officers of some or all of the following: SEI Daily Income Trust; SEI Liquid Asset Trust; SEI Tax Exempt Trust; SEI Index Funds; SEI Institutional Managed Trust; The Pillar Funds; Stepstone Funds; The Compass Capital Group of Funds; FFB Lexicon Funds; The Advisors' Inner Circle Fund; CUFUND; STI Classic Funds; CoreFunds, Inc.; First American Funds, Inc.; First American Investment Funds, Inc.; The Arbor Fund; 1784 Funds; Marquis/SM/ Funds; Morgan Grenfell Investment Trust; The PBHG Funds, Inc.; First American Mutual Funds; Nationar Funds, Inc.; Tax Exempt Housing Reserve Fund; Inventor Funds, Inc.; Insurance Investment Products Trust; and Rembrandt Funds, open-end management investment companies which are managed by SEI Financial Management Corporation and distributed by SEI Financial Services Company ("SFS"). ROBERT A. NESHER - Chairman of the Board of Trustees* - Retired since 1994. Director, Executive Vice President of SEI Corporation - 1986-1994. Director and Executive Vice President of the Manager and Executive Vice President of the Distributor since September 1981. RICHARD F. BLANCHARD - Trustee** - P.O. Box 76, Canfield Road, Convent Station, NJ 07961. Private Investor. Director of AEA Investors Inc. (acquisition and investment firm) June 1981-86, Director of Baker Hughes Corp. (oil service company) 1976-88. Director of Imperial Clevite Industries (transportation equipment company) 1981-87. Executive Vice President of American Express Company (financial services company), responsible for the investment function, before June 1981. WILLIAM M. DORAN - Trustee* - 2000 One Logan Square, Philadelphia, PA 19103. Partner, Morgan, Lewis & Bockius, counsel to the Trust, Manager and Distributor, Director and Secretary of SEI and Secretary of the Manager and Distributor. S-13 F. WENDELL GOOCH - Trustee** - P.O. Box 190, Paoli, IN 47454. President, Orange County Publishing Co., Inc., since October 1981. Publisher of the Paoli News and the Paoli Republican and Editor of the Paoli Republican since January 1981, President, H & W Distribution, Inc. since July 1984. Trustee of STI Classified Funds. FRANK E. MORRIS - 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, Advisors' Inner Circle Fund, Advisors' Inner Circle Fund II, Inc. and FFB Lexicon Funds. JAMES M. STOREY - Trustee** - Ten Post Office Square South, Boston, Massachusetts 02109. Retired since 1993. Formerly Partner, Dechert, Price & Rhoads (law firm). DAVID G. LEE - President, Chief Executive Officer - Senior Vice President of the Manager and Distributor since 1993. Vice President of the Manager and Distributor, 1991-1993. President, GW Sierra Trust Funds prior to 1991. CARMEN V. ROMEO - Treasurer, Assistant Secretary - Director, Executive Vice President, Chief Financial Officer and Treasurer of SEI since 1977. Director and Treasurer of the Manager and Distributor since 1981. SANDRA K. ORLOW - Vice President, Assistant Secretary - Vice President and Assistant Secretary of the Manager and Distributor since 1988. ROBERT B. CARROLL - Vice President, Assistant Secretary - Vice President, Assistant Secretary of SEI Corporation, the Manager and Distributor since 1994. United States Securities and Exchange Commission, Division of Investment Management, 1990-1994. Associate, McGuire, Woods, Battle & Boothe (law firm) prior to 1990. KATHRYN L. STANTON - Vice President, Assistant Secretary - Vice President, Assistant Secretary of SEI Corporation, the Manager and Distributor since 1994; Associate, Morgan, Lewis & Bockius (law firm), 1989 to 1994. KEVIN P. ROBINS - Vice President, Assistant Secretary - Senior Vice President and General Counsel of SEI Corporation, the Manager and Distributor since 1994. Vice President of SEI Corporation, the Manager and Distributor 1992-1994. Associate, Morgan, Lewis & Bockius (law firm) prior to 1992. JEFFREY A. COHEN - Controller, Assistant Secretary - SEI Corporation, 1991 to present. Senior Accountant, Price Waterhouse, 1988 to 1991. RICHARD W. GRANT - Secretary - 2000 One Logan Square, Philadelphia, PA 19103, Partner, Morgan, Lewis & Bockius, counsel to the Trust, Manager and Distributor. JOHN H. GRADY, JR. - Assistant Secretary - 1800 M Street, N.W., Washington, D.C., Associate, Morgan, Lewis & Bockius, counsel to the Trust, Manager and Distributor. ==================================================================== *Messrs. Nesher and Doran are Trustees who may be deemed to be "interested persons" of the Trust as the term is defined in the 1940 Act. **Messrs. Blanchard, Gooch and Storey serve as members of the Audit Committee of the Trust. The Trustees and officers of the Trust own less than 1% of the outstanding shares of the Trust. The Trust pays the fees for disinterested Trustees. Compensation of officers and affiliated Trustees of the Trust is paid by the Manager. For the fiscal year ended February 28, 1995, the Trust paid approximately $20,725 in fees to the Trustees who are not "interested persons" as defined in the 1940 Act. S-14
Compensation Table =================================================================================================================================== Name of Person, Aggregate Pension or Retirement Estimated Annual Total Compensation Position Compensation From Benefits Accrues as Part Benefits Upon From Registrant and Registrant for the FYE of Fund Expenses Retirement Fund Complex Paid to February 28, 1995 Directors for the FYE February 28, 1995 - ----------------------------------------------------------------------------------------------------------------------------------- Edward Binshadler, $4,145 N/A N/A $4,145 Trustee** - ----------------------------------------------------------------------------------------------------------------------------------- Richard Blanchard, Trustee $4,145 N/A N/A $52,105 - ----------------------------------------------------------------------------------------------------------------------------------- F. Wendell Gooch, Trustee $4,145 N/A N/A $59,105 - ----------------------------------------------------------------------------------------------------------------------------------- Frank Morris, Trustee $4,145 N/A N/A $70,855 - ----------------------------------------------------------------------------------------------------------------------------------- James Storey, Trustee $4,145 N/A N/A $70,855 - ----------------------------------------------------------------------------------------------------------------------------------- Robert A. Nesher, Chairman of the Board of Trustees* $0 N/A N/A $0 - ----------------------------------------------------------------------------------------------------------------------------------- William M. Doran, Trustee* $0 N/A N/A $0 ===================================================================================================================================
* A Director who is an "interested person," as defined by the 1940 Act. ** As of February 28, 1995, Edward Binshadler no longer serves as a Trustee. PERFORMANCE From time to time, the Trust may advertise yield and/or total return for one or more of the Portfolios. These figures will be based on historical earnings and are not intended to indicate future performance. The total return of a Portfolio refers to the average compounded rate of return to a hypothetical investment for designated time periods (including, but not limited to, the period from which the Portfolio commenced operations through the specified date), assuming that the entire investment is redeemed at the end of each period. In particular, total return will be calculated according to the following formula: P(1 + T)n = ERV, where P = a hypothetical initial payment of $1,000; T = average annual total return; n = number of years; and ERV = ending redeemable value of a hypothetical $1,000 payment made at the beginning of the designated time period as of the end of such period. Based on the foregoing, the average annual total return for the Portfolios from inception through February 28, 1995 and for the one, five and ten year periods ended February 28, 1995 were as follows:
Portfolio Class Average Annual Total Return ------------------------------------- One Five Ten Since Year Year Year Inception - ---------------------------------------------------------------------------- Core International Equity A (7.67)% 2.99% * 2.13% ------------------------------------------- Portfolio D (7.95)% 2.93 * 2.08 - ---------------------------------------------------------------------------- European Equity Portfolio A * * * (0.48)% ============================================================================
S-15
Portfolio Class Average Annual Total Return ------------------------------------- One Five Ten Since Year Year Year Inception --------------------------------------------- D * * * * - ---------------------------------------------------------------------------- Pacific Basin Equity A * * * (15.00)% Portfolio --------------------------------------------- D * * * * - ---------------------------------------------------------------------------- Emerging Markets Equity A * * * * Portfolio --------------------------------------------- D * * * * - ---------------------------------------------------------------------------- International Fixed Income A 8.43% * * 7.81% Portfolio --------------------------------------------- D * * * * ============================================================================ *Not in operation during such period
From time to time, the Trust may advertise the yield of the International Fixed Income Portfolio. The yield of the Portfolio refers to the annualized income generated by an investment in the Portfolio over a specified 30-day period. The yield is calculated by assuming that the income generated by the investment during that period is generated for each like period over one year and is shown as a percentage of the investment. In particular, yield will be calculated according to the following formula: Yield = 2([(a-b)/cd + 1]/6/ - 1) where a = dividends and interest earning during the period; b = expenses accrued for the period (net of reimbursement); c = the current daily number of shares outstanding during the period that were entitled to receive dividends; and d = the maximum offering price per share on the last day of the period. Actual yields will depend on such variables as asset quality, average asset maturity, the type of instruments a Portfolio invests in, changes in interest rates on money market instruments, changes in the expenses of a Portfolio and other factors. Yields are one basis upon which investors may compare a Portfolio with other mutual funds; however, yields of other mutual funds and other investment vehicles may not be comparable because of the factors set forth above and differences in the methods used in valuing portfolio instruments. For the 30-day period ended February 28, 1995, the yield for the International Fixed Income Portfolio was 5.59%. The Portfolios may, from time to time, compare their performance to other mutual funds tracked by mutual fund rating services, to broad groups of comparable mutual funds or to unmanaged indices which may assume investment of dividends but generally do not reflect deductions for administrative and management costs. PURCHASE AND REDEMPTION OF SHARES The Trust reserves the right to suspend the right of redemption and/or to postpone the date of payment upon redemption for any period during which trading on the New York Stock Exchange is restricted, or during the existence of an emergency (as determined by the SEC by rule or regulation) as a result of which disposal or evaluation of the S-16 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. It is currently the Trust's policy to pay for all redemptions in cash. The Trust retains the right, however, to alter this policy to provide for redemptions in whole or in part by a distribution in kind of securities held by a Portfolio in lieu of cash. Shareholders may incur brokerage charges on the sale of redemptions. However, a shareholder will at all times be entitled to aggregate cash redemptions from a Portfolio of the Trust during any 90-day period of up to the lesser of $250,000 or 1% of the Trust's net assets in cash. A gain or loss for federal income tax purposes would be realized by a shareholder subject to taxation upon an in-kind redemption depending upon the shareholder's basis in the shares of the Portfolio redeemed. Portfolio securities may be traded on foreign markets on days other than Business Days or the net asset value of a Portfolio may be computed on days when such foreign markets are closed. In addition, foreign markets may close at times other than 4:00 p.m. Eastern time. As a consequence, the net asset value of a share of a Portfolio may not reflect all events that may affect the value of the Portfolio's foreign securities unless the Adviser determines that such events materially affect net asset value in which case net asset value will be determined by consideration of other factors. Reductions in Sales Charges In calculating the sales charge rates applicable to current purchases of Class D shares, members of the following affinity groups and clients of the following broker-dealers, each of which has entered into an agreement with the Distributor, are entitled to the following percentage-based discounts from the otherwise applicable sales charge:
Name of Percentage Date Offer Date Offer Group Discount Starts Terminates - -------- ---------- ---------- ---------- Countrywide 100% 07/27/94 09/19/94 Funding Corp. 50% 09/23/94 11/22/94 BHC Securities, Inc. 10% 12/29/94 N/A First Security Investor 10% 12/29/94 N/A Services, Inc.
Those members or clients who take advantage of a percentage-based reduction in the sales charge during the offering period noted above may continue to purchase shares at the reduced sales charge rate after the offering period relating to each such purchaser's affinity group or broker-dealer relationship has terminated. Please contact the Distributor at 1-800-437-6016 for more information. SHAREHOLDER SERVICES (Class D shares) The following is a description of plans and privileges by which the sale charges imposed on the Class D shares of the Core International Equity, European Equity, Pacific Basin Equity,Emerging Markets Equity and International Fixed Income Portfolios may be reduced. S-17 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 a Portfolio has a one-time right to reinvest the redemption proceeds in shares of a Portfolio at their net asset value as of the time of reinvestment. Such a reinvestment must be made within 30 days of the redemption and is limited to the amount of the redemption proceeds. Although redemptions and repurchases of shares are taxable events, a reinvestment within such 30-day period in the same fund is considered a "wash sale" and results in the inability to recognize currently all or a portion of a loss realized on the original redemption for federal income tax purposes. The investor must notify the Transfer Agent at the time the trade is placed that the transaction is a reinvestment. Exchange Privilege: Some or all of a Portfolio's Class D shares for which payment has been received (i.e., an established account), may be exchanged for Class D shares of other portfolios of the Trust or of SEI Liquid Asset Trust, SEI Tax Exempt Trust, SEI Daily Income Trust and SEI Institutional Managed Trust ("SEI Funds"). Exchanges are made at net asset value plus any applicable sales charge. SEI Funds' portfolios that are not money market portfolios currently impose a sales charge on Class D shares. A shareholder who exchanges into one of these "non-money market" portfolios will have to pay a sales charge on any portion of the exchanged Class D shares for which he or she has not previously paid a sales charge. If a shareholder has paid a sales charge on Class D shares, no additional sales charge will be assessed when he or she exchanges those Class D shares for other Class D shares. If a shareholder buys Class D shares of a "non-money market" fund and receives a sales load waiver, he or she will be deemed to have paid the sales load for purposes of this exchange privilege. In calculating any sales charge payable on an exchange transaction, the SEI Funds will assume that the first shares a shareholder exchanges are those on which he or she has already paid a sales charge. Sales charge waivers may also be available under certain circumstances, as described in the Prospectuses. The Trust reserves the right to change the terms and conditions of the exchange privilege discussed herein, or to terminate the exchange privilege, upon sixty days' notice. Exchanges will be made only after proper instructions in writing or by telephone (an "Exchange Request") are received for an established account by the Distributor. A shareholder may exchange the shares of a Portfolio's Class D shares, for which good payment has been received, in his or her account at any time, regardless of how long he or she has held his or her shares. Each Exchange Request must be in proper form (i.e., if in writing, signed by the record owner(s) exactly as the shares are registered; if by telephone, proper account identification is given by the dealer or shareholder of record), and each exchange must involve either shares having an aggregate value of at least $1,000 or all the shares in the account. Each exchange involves the redemption of the shares of a Portfolio (the "Old Portfolio") to be exchanged and the purchase S-18 at net asset value (i.e., without a sales charge) of the shares of the other portfolios (the "New Portfolios"). Any gain or loss on the redemption of the shares exchanged is reportable on the shareholder's federal income tax return, unless such shares were held in a tax-deferred retirement plan or other tax- exempt account. If the Exchange Request is received by the Distributor in writing or by telephone on any business day prior to the redemption cut-off time specified in each Prospectus, the exchange usually will occur on that day if all the restrictions set forth above have been complied with at that time. However, payment of the redemption proceeds by the Old Portfolios, and thus the purchase of shares of the New Portfolios, may be delayed for up to seven days if the Portfolio determines that such delay would be in the best interest of all of its shareholders. Investment dealers which have satisfied criteria established by the Portfolios may also communicate a shareholder's Exchange Request to the Portfolios subject to the restrictions set forth above. No more than five exchange requests may be made in any one telephone Exchange Request. Class D shares of the Core International Equity Portfolio are offered only to residents of states in which the shares are eligible for purchase. TAXES Qualification as a RIC The following discussion of federal income tax consequences is based on the Code and the regulations issued thereunder as in effect on the date of this Statement. New legislation, as well as administrative or court decisions, may significantly change the conclusions expressed herein and may have a retroactive effect with respect to the transactions contemplated herein. In order to qualify for treatment as a regulated investment company ("RIC") under the Code, a Portfolio must distribute annually to its shareholders at least 90% of its investment company taxable income (generally, net investment income, including net short-term capital gain) ("Distribution Requirement") and must meet several additional requirements. Among these requirements are the following: (i) at least 90% of a Portfolio's gross income each taxable year must be derived from dividends, interest, payments with respect to securities loans and gains from the sale or other disposition of securities or foreign currencies or other income (including gains from forward contracts) derived with respect to its business of investing in securities or those currencies ("Income Requirement"); (ii) less than 30% of a Portfolio's gross income each taxable year may be derived from the sale or other disposition of any of the following that were held for less than three months: securities, options, futures, or forward contracts, or foreign currencies (or options, futures, or forward contracts thereon) that are not directly related to a Portfolio's principal business of investing in securities ("Short-Short Limitation"); (iii) at the close of each quarter of a Portfolio's taxable year, at least 50% of the value of its total assets must be represented by cash and cash items, United States Government securities, securities of other RICs and other securities, with such other securities limited, in respect of any one issuer, to an amount that does not exceed 5% of the value of a Portfolio's total assets and that does not represent more than 10% of the outstanding voting securities of the issuer; and (iv) at the close of each quarter of a Portfolio's taxable year, not more than 25% of the value of its total assets may be invested in securities (other than United States Government securities or the securities of other RICs) of any one issuer or of two or more issuers which the Portfolio controls and which are engaged in the same, similar, or related trades or businesses. The use of hedging strategies, such as entering into forward foreign currency contracts, involves complex rules that will determine for income tax purposes the character and timing of recognition of the income received in connection therewith by the Portfolio. Income from foreign currencies, and income from transactions in forward contracts that are directly related to a Portfolio's business of investing in securities or foreign currencies, will qualify as permissible income under the Income Requirement. Income from the disposition of foreign currencies, and forward foreign currency contracts on foreign currencies, that are not directly related to a Portfolio's principal business of investing in securities will be subject to the Short-Short Limitation if they are held for less than three months and may by regulation be excluded from qualifying income. S-19 Notwithstanding the Distribution Requirement described above, which only requires a Portfolio to distribute at least 90% of its annual investment company taxable income and does not require any minimum distribution of net capital gain (the excess of net long-term capital gain over net short-term capital loss), a Portfolio will be subject to a nondeductible 4% federal excise tax to the extent it fails to distribute by the end of any calendar year 98% of its ordinary income for that year and 98% of its capital gain net income (the excess of short and long-term capital gains over short and long-term capital losses) for the one-year period ending on October 31 of that year, plus certain other amounts. Any increase in value on a position that is part of a "designated hedge" will be offset by any decrease in value (whether realized or not) of the offsetting hedging position during the period of the hedge for purposes of determining whether a Portfolio satisfies the Short-Short Limitation. Thus, only the net gain (if any) from the designated hedge will be included in gross income for purposes of that Limitation. 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. State Taxes A Portfolio is not liable for any income or franchise tax in Massachusetts if it qualifies as a RIC for federal income tax purposes. Distributions by a Portfolio to shareholders and the ownership of shares may be subject to state and local taxes. Shareholders should consult their tax advisors regarding the state and local tax consequences of investments in a Portfolio. Foreign Taxes Dividends and interest received by a Portfolio may be subject to income, withholding or other taxes imposed by foreign countries and United States possessions that would reduce the yield on a Portfolio's securities. Tax conventions between certain countries and the United States may reduce or eliminate these taxes. Foreign countries generally do not impose taxes on capital gains with respect to investments by foreign investors. If more than 50% of the value of a Portfolio's total assets at the close of its taxable year consists of securities of foreign corporations, a Portfolio will be eligible to, and will, file an election with the Internal Revenue Service that will enable shareholders, in effect, to receive the benefit of the foreign tax credit with respect to any foreign and United States possessions income taxes paid by a Portfolio. Pursuant to the election, a Portfolio will treat those taxes as dividends paid to its shareholders. Each shareholder will be required to include a proportionate share of those taxes in gross income as income received from a foreign source and must treat the amount so included as if the shareholder had paid the foreign tax directly. The shareholder may then either deduct the taxes deemed paid by him or her in computing his or her taxable income or, alternatively, use the foregoing information in calculating the foreign tax credit (subject to significant limitations) against the shareholder's federal income tax. If a Portfolio makes the election, it will report annually to its shareholders the respective amounts per share of the Portfolio's income from sources within, and taxes paid to, foreign countries and United States possessions. PORTFOLIO TRANSACTIONS The Trust has no obligation to deal with any dealer or group of dealers in the execution of transactions in portfolio securities. Subject to policies established by the Trustees, the Adviser is responsible for placing orders to execute Portfolio transactions. In placing orders, it is the Trust's policy to seek to obtain the best net results taking into account such factors as price (including the applicable dealer spread), size, type and difficulty of the transaction involved, the firm's general execution and operational facilities, and the firm's risk in positioning the securities involved. While the Adviser generally seeks reasonably competitive spreads or commissions, the Trust will not necessarily be paying the S-20 lowest spread or commission available. The Trust will not purchase portfolio securities from any affiliated person acting as principal except in conformity with the regulations of the SEC. The Trust does not expect to use one particular dealer, but, subject to the Trust's policy of seeking the best net results, dealers who provide supplemental investment research to the Advisers may receive orders for transactions by the Trust. Information so received will be in addition to and not in lieu of the services required to be performed by the Adviser under the Advisory Agreement, and the expenses of the Adviser will not necessarily be reduced as a result of the receipt of such supplemental information. These research services include advice, either directly or through publications or writings, as to the value of securities, the advisability of investing in, purchasing or selling securities, and the availability of securities or purchasers or sellers of securities; furnishing of analyses and reports concerning issuers, securities or industries; providing information on economic factors and trends, assisting in determining portfolio performance evaluation and technical market analyses. Such services are used by the Adviser in connection with its investment decision-making process with respect to one or more funds and accounts managed by it, 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.
================================================================================================================================= Total Brokerage Amount Paid to % Paid to Amount Paid to Commission (000) Distributor(000) Distributor Affiliates (000) ----------------------------------------------------------------------------------------------- 1993 1994 1995 1993 1994 1995 1993 1994 1995 1993 1994 1995 - --------------------------------------------------------------------------------------------------------------------------------- Core International Equity $ 405 $ 783 $1,482 $0 $0 $0 0% 0% 0% $ $49 $171 Portfolio - --------------------------------------------------------------------------------------------------------------------------------- European Equity Portfolio * * $66 * * $0 * * 0% * * $20 - --------------------------------------------------------------------------------------------------------------------------------- Pacific Basin Equity Portfolio * * $157 * * $0 * * 0% * * $20 - --------------------------------------------------------------------------------------------------------------------------------- Emerging Markets Equity * * $26 * * $0 * * 0% * * $0 Portfolio - --------------------------------------------------------------------------------------------------------------------------------- International Fixed Income * $0 $0 * $0 $0 * 0% 0% * * * Portfolio =================================================================================================================================
S-21 *Not in operation during such period. The principal reason for the increase in brokerage commissions paid by the Core International Equity Portfolio in the last three fiscal years was the growth of the assets in the Core International Equity Portfolio. S-22 For the fiscal years ended February 28, 1993, February 28, 1994 and February 28, 1995, the following sales loads were charged to Class D shares:
========================================================================================================================= Dollar Amount of Load Dollar Amount of Load(000) Retained by SFS(000) ------------------------------------------------------------------------- Portfolio 1993 1994 1995 1993 1994 1995 - ------------------------------------------------------------------------------------------------------------------------- Core International Equity Portfolio - Class D * * $ 0 * * $ 0 =========================================================================================================================
* Not in operation during the period. For the fiscal year ended February 28, 1995, the following commissions were paid on brokerage transactions pursuant to an agreement or understanding, to brokers because of research services provided by the brokers:
========================================================================================================= Brokerage Commissions Total Amount of % of Directed Brokerage for Research Transactions to Total Brokerage - --------------------------------------------------------------------------------------------------------- Core International Equity Portfolio $11,950 $7,970,000 .15% - --------------------------------------------------------------------------------------------------------- European Equity Portfolio $1,506 $726,267 .21% - --------------------------------------------------------------------------------------------------------- Pacific Basin Equity Portfolio 0 0 0% - --------------------------------------------------------------------------------------------------------- Emerging Markets Equity $714 Portfolio - --------------------------------------------------------------------------------------------------------- International Fund Income Portfolio N/A N/A N/A =========================================================================================================
The Trust is required to identify any securities of its "regular brokers or dealers" (as such term is defined in the 1940 Act) which the Trust has acquired during its most recent fiscal year. As of February 28, 1995, the Core International Equity Portfolio had entered into a repurchase agreement in the amount of approximately $2,099,539 with J.P. Morgan Securities Inc. ("J.P. Securities"), a wholly owned subsidiary of J.P. Morgan Co. Incorporated, and the International Fixed Income Portfolio had entered into a repurchase agreement in the amount of approximately $2,010,980 with Prudential Mortgage. J.P. Securities and Prudential Mortgage are considered "regular brokers or dealers" of the Trust. Since the Trust does not market its shares through intermediary brokers or dealers, it is not the Trust's practice to allocate brokerage or principal business on the basis of sales of its shares which may be made through such firms. However, the Adviser may place Portfolio orders with qualified broker- dealers who recommend the Trust to clients, and may, when a number of brokers and dealers can provide best price and execution on a particular transaction, consider such recommendations by a broker or dealer in selecting among broker- dealers. It is expected that the portfolio turnover rate for each Portfolio will normally not exceed 100% for a Portfolio. The portfolio turnover rate for the Core International Equity Portfolio would exceed 100% if all of its securities, exclusive of United States Government securities and other securities whose maturities at the time of acquisition are one year or less, are replaced in the period of one year. Turnover rates may vary from year to year and may be affected by cash requirements for redemptions and by requirements which enable the Portfolio to receive favorable tax treatment. S-23 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. CONTROL PERSONS AND PRINCIPAL HOLDERS OF SECURITIES As of April 1, 1995, 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. Core International Equity Portfolio- Class A: Eagle Trust Company, attn: Suzanne O'Boyle, 680 East Swedesford Road, Wayne, PA 19087, 30.18%; ACO, c/o Integra Trust Services, attn: Karen White, Trust Securities Section 2 032, 300 Fourth Avenue, Pittsburgh, PA 15278-2232, 14.98%; Bellford & Co., c/o Perrybell Investments, Inc., attn: Dawn Ohmann, 601 Lakeshore Parkway, Suite 350, Minnetonka, MN 55343, 5.89%. S-24 Core International Equity Portfolio- Class D: Relico, P.O. Box 48449, Atlanta, GA 30362-1449, 18.84%: Eagle Trust Company, Custodian for IRA of Pamela A Olson, 1690 N. Foxboro Loop, Crystal River, FL 34429, 8.56%; Frost National Bank, Custodian for IRA of Richard Torres, 4622 Sunny Walk, San Antonio, TX 78217, 5.28%, Frost National Bank, Custodian for IRA of Jennifer M. Littlejohn, 3225 Manassas, Corpus Christi, TX 78410, 17.56%; Frost National Bank, Custodian for IRA of George Arias, 15026 Digger, San Antonio, TX 78247, 21.21%. European Equity Portfolio- Class A: Eagle Trust Company, attn: Suzanne O'Boyle, 680 East Swedesford Road, Wayne, PA 19087, 82.82%. Pacific Basin Equity Portfolio- Class A: Eagle Trust Company, attn: Suzanne O'Boyle, 680 East Swedesford Road, Wayne, PA 19087, 82.49%. Emerging Markets Equity Portfolio- Class A: Eagle Trust Company, attn: Suzanne O'Boyle, 680 East Swedesford Road, Wayne, PA 19087, 65.56%; Patterson & Co., c/o CoreStates Bank NA, P.O. Box 7829, Philadelphia, PA 19101, 31.16%. International Fixed Income Portfolio- Class A: Eagle Trust Company, attn: Suzanne O'Boyle, 680 East Swedesford Road, Wayne, PA 19087, 61.47% EXPERTS The financial statements in this Statement of Additional Information and the Financial Highlights included in the Prospectus have been audited by Price Waterhouse LLP, independent accountants, as indicated in their report with respect thereto, and are included herein in reliance upon the authority of said firm as experts in giving said report. FINANCIAL STATEMENTS Following are the audited financial statements for the fiscal year ended February 28, 1995, including the financial highlights, appearing in the Trust's 1995 Annual Report to Shareholders, and the Report thereon of Price Waterhouse LLP, independent accountants. S-25 REPORT OF INDEPENDENT ACCOUNTANTS - -------------------------------------------------------------------------------- To the Shareholders and Board of Trustees SEI International Trust In our opinion, the accompanying statement of net assets and where applicable, the schedules of investments and statements of assets and liabilities, and the related statements of operations and of changes in net assets and the financial highlights present fairly, in all material respects, the financial position of the Core International Equity, European Equity, Pacific Basin Equity, Emerging Markets Equity and International Fixed Income Portfolios of SEI International Trust (the "Fund") at February 28, 1995, the results of each of their opera- tions, the changes in each of their net assets and the financial highlights for each of the respective periods presented, in conformity with generally accepted accounting principles. These financial statements and financial highlights (hereafter referred to as "financial statements") are the responsibility of the Fund's management; our responsibility is to express an opinion on these finan- cial statements based on our audits. We conducted our audits of these financial statements in accordance with generally accepted auditing standards which re- quire that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and dis- closures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall finan- cial statement presentation. We believe that our audits, which included confir- mation of securities at February 28, 1995 by correspondence with the custodians and brokers and the application of alternative auditing procedures where con- firmations from brokers were not received, provide a reasonable basis for the opinion expressed above. PRICE WATERHOUSE LLP Philadelphia, PA April 11, 1995 STATEMENT OF NET ASSETS - -------------------------------------------------------------------------------- SEI International Trust -- February 28, 1995 CORE INTERNATIONAL EQUITY PORTFOLIO - --------------------------------------------------------------------------------
Market Value Description Shares (000) - ------------------------------------------------------- FOREIGN COMMON STOCKS -- 98.7% AUSTRALIA -- 7.0% Australia & New Zealand Bank Group 531,827 $ 1,864 Australian National 1,128,000 1,124 Boral 450,000 1,205 Brambles 179,441 1,700 Broken Hill Proprietary 427,100 5,894 Burns Philip 209,326 502 Coles Myer 236,100 791 Lend Lease 46,000 577 National Australia Bank 350,272 2,822 Newscorp 308,456 1,372 Pioneer 761,900 1,833 SA Breweries 383,350 883 Westpac Banking 682,707 2,519 -------- 23,086 -------- BELGIUM -- 2.9% Electrabel 11,400 2,233 Fortis 8,600 741 Groupe Bruxelles Lambert 5,500 669 Kredietbank 6,810 1,434 Petrofina 2,330 685 Societe Generale de Belgique 25,820 1,763 Solvay 1,500 776 Tractebel 3,000 915 Union Miniere* 6,800 447 -------- 9,663 -------- CANADA -- 2.6% Alcan Aluminum 17,100 416 Bank of Montreal 54,500 1,061 Bank of Nova Scotia 86,900 1,715 Canadian Imperial Bank of Commerce 71,200 1,738 Imperial Oil 24,900 847 Nova Corporation of Alberta 91,200 736 Oshawa Group 15,300 206 Royal Bank of Canada 43,200 892 Seagram 30,200 929 -------- 8,540 -------- FRANCE -- 10.4% Banque National de Paris 19,400 860 Cap Gemini Sogeti 30,000 979 Christian Dior 21,000 1,678 Cie Bancaire 17,450 1,656 Cie de Saint Gobain 26,121 3,075 Cie Financier de Suez 8,800 386 Cie Generale D'Industrie Et de Part 4,000 816
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Market Value Description Shares (000) - --------------------------------------------------- Cie Generale de Eaux 31,330 $ 2,900 Colas 3,000 497 Credit Local de France 21,800 1,734 De Dietrich Et Compagnie 750 395 Ecco 4,400 517 Epeda Bertrand Faure 3,650 669 Financiere Poliet 6,150 472 Groupe de La Cite 5,760 833 Lafarge Coppee 28,650 1,848 LVMH Moet Hennessy 14,811 2,367 Michelin "B"* 26,300 1,051 Pechiney 17,500 1,177 Peugeot 15,025 2,050 Saint Louis-Bouchon 5,250 1,435 Societe Nationale Elf Aquitaine 59,291 4,256 Sommer Allibert 900 306 Total Compaigne "B" 37,637 2,081 -------- 34,038 -------- GERMANY -- 4.1% BASF 17,600 3,898 Bayer 11,017 2,717 Degussa 4,200 1,349 Hochtief 2,100 1,192 Hoechst 7,350 1,635 Karstadt 3,400 1,373 Man 4,600 1,297 -------- 13,461 -------- HONG KONG -- 2.6% China Light & Power 162,200 791 Hang Seng Bank 103,000 640 Henderson Investment 1,098,000 767 Hong Kong Telecommunications 116,000 209 HSBC Holdings 150,000 1,576 Kumagai Gumi 424,000 293 New World China Fund 88,000 933 Regal Hotels 3,940,000 759 Sino Land 2,034,000 1,631 Varitronix 653,000 955 -------- 8,554 -------- ITALY -- 2.8% Fiat SPA* 482,000 1,212 Fidis 282,600 639 Mondadori 140,000 896 Olivetti* 1,000,000 1,113 Rinascente di Risp 49,000 132 SAI di Risp 101,000 469 STET 582,900 1,622
STATEMENT OF NET ASSETS - -------------------------------------------------------------------------------- SEI International Trust -- February 28, 1995 CORE INTERNATIONAL EQUITY PORTFOLIO - --------------------------------------------------------------------------------
Market Value Description Shares (000) - --------------------------------------------- Telecom Italia 540,000 $ 1,303 Telecom Italia di Risp 970,400 1,884 -------- 9,270 -------- JAPAN -- 30.9% Advantest 37,000 954 Amada 75,000 746 Aoyama Trading 77,000 1,324 Asahi Chemical 72,000 477 Asahi Glass 89,000 986 Canon 25,000 373 Central Glass* 60,000 230 Chiba Kogyo Bank 1,100 48 Chubu Electric Power 34,000 828 Citizen Watch 122,000 840 Dai Nippon Ink & Chemical 368,000 1,608 Dai Nippon Printing 158,000 2,340 Daicel Chemical 39,000 184 Daido Steel 278,000 1,368 Daihatsu Motor 371,000 1,729 Daikin Industries 172,000 1,286 Daikyo 222,000 1,607 Daito Trust Construction 87,000 748 Daiwa Bank 128,000 1,069 Daiwa House 87,000 1,271 Daiwa Securities 177,000 1,980 Fanuc 18,900 771 Fuji Photo Film 96,000 2,058 Fujita 108,000 579 Fujitsu 273,000 2,494 Hankyu Realty 36,000 247 Hino Motors 190,000 1,496 Hitachi 609,000 5,330 Hokkaido Takushoku Bank 232,000 800 Honda Motor 121,000 1,830 Hyakugo Bank 93,000 583 Kagoshima Bank 116,000 847 Kirin Brewery 188,000 1,947 Kishu Paper 97,000 412 Matsushita Electric 353,000 5,119 Mitsubishi Estate 145,000 1,464 Mitsubishi Gas Chemical 431,000 1,763 Mitsubishi Paper 44,000 256 Mitsui Fudosan 152,000 1,557 Mitsui Trust & Banking 206,000 1,854 Navix Line* 517,000 1,483 Nichii 81,000 881 Nikko Securities 118,000 1,080 Nintendo 23,700 1,249 Nippon Chemical 104,000 787 Nippon Credit Bank 101,000 520 Nippon Meat Packers 103,000 1,344 Nippon Sheet Glass 135,000 692
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Market Value Description Shares (000) - ---------------------------------------------------- Nippon Steel 137,000 $ 480 Nissan Fire & Marine Insurance 56,000 363 Nissan Motors 263,000 1,801 NKK* 384,000 990 NSK 159,000 980 Obayashi 172,000 1,301 Orient 118,000 631 Orix 31,000 1,085 Osaka Gas 656,000 2,412 Pioneer Electronics 70,000 1,494 Sangetsu 1,000 26 Seino Transportation 59,000 929 Sekisui House 228,000 2,574 Shimizu 126,000 1,253 Shinmaywa Industries 103,000 882 Skylark 44,000 647 Sumitomo Bank 182,000 3,318 Sumitomo Metal* 751,000 2,155 Sumitomo Realty & Development 110,000 599 Taisei 193,000 1,243 Takeda Chemical 192,000 2,227 Tokyo Electric Power 87,500 2,374 Tokyo Steel 54,500 1,225 Toray Industries 429,000 2,693 Toshiba 598,000 3,784 Victor of Japan* 144,000 1,596 Yokogawa Bridge 41,000 531 -------- 101,032 -------- MALAYSIA -- 1.7% Faber Group* 1,009,000 965 Land and General 280,500 797 Malaysian International Shipping 668,000 1,832 MBF Capital 458,000 519 Rashid Hussain 378,000 992 Westmont Berhad 93,000 459 -------- 5,564 -------- NETHERLANDS -- 3.7% ABN Amro Holdings 51,000 1,857 Ahold 52,000 1,674 DSM 10,100 822 Heineken 10,800 1,695 International Nederlanden 56,700 2,780 KPN 25,600 905 Philips Electronics 76,665 2,543 -------- 12,276 -------- NEW ZEALAND -- 3.0% Carter Holt Harvey 1,027,837 2,265 Fernz 89,600 298
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Market Value Description Shares (000) - ---------------------------------------------------------- Fisher & Paykel 130,400 $ 334 Fletcher Challenge 889,400 2,214 Fletcher Challenge Forest 266,700 338 Lion Nathan 498,600 947 Telecom Corporation of New Zealand 685,600 2,375 Telecom Corporation of New Zealand ADR 20,200 1,119 -------- 9,890 -------- NORWAY -- 0.6% Den Norske Bank "B"* 242,909 640 Kvaerner "B" 30,000 1,302 -------- 1,942 -------- SINGAPORE -- 2.8% Creative Technology* 72,800 819 DBS Land 184,000 480 Fraser and Neave 54,000 570 Jardine Matheson Holdings 155,000 1,426 Jardine Strategic Holdings 166,000 618 Sembawang Maritime 129,000 539 Singapore Press "F" 67,000 1,152 Strait Steamship Land 251,000 776 United Overseas Bank "F" 280,000 2,725 -------- 9,105 -------- SPAIN -- 2.5% Banco Bilbao-Vizcaya 23,480 627 Banco de Santander 19,200 689 Banco Intercon 11,800 969 Banco Popular 8,000 1,019 Iberdrola 293,900 1,843 Repsol 33,800 968 Telefonica de Espana 143,000 1,788 Viscofan Envoltura 30,400 398 -------- 8,301 -------- SWEDEN -- 1.0% Autoliv AB* 10,000 369 Pharmacia AB 103,000 1,898 Trelleborg AB "B"* 80,000 1,109 -------- 3,376 -------- SWITZERLAND -- 2.5% Holderbank Glarus 2,250 1,670 Nestle SA 2,020 1,954 Roche Holdings 354 1,964 Schweiz Ruckversicherung 3,210 1,927 Zurich Versicherung 800 766 -------- 8,281 --------
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Market Value Description Shares (000) - ----------------------------------------------- UNITED KINGDOM -- 17.6% AAH Holdings 60,000 $ 406 ASDA Group 630,000 675 Bass 170,000 1,359 BAT Industries 210,347 1,385 Booker 102,000 604 British Gas 859,000 3,956 British Petroleum 411,385 2,578 BTR 211,000 1,047 Charter 98,650 1,165 Courtaulds 30,000 199 Dixons Group 301,000 1,000 Guinness 263,500 1,733 Hillsdown Holdings 457,000 1,287 HSBC Holdings 83,000 872 HSBC Holdings 40,300 423 Imperial Metal 40,000 196 Lasmo* 449,998 1,097 Lloyds Abbey Life 160,000 868 Lloyds Bank 350,200 3,176 London Electricty 35,000 398 Marks & Spencer 164,000 967 Midlands Electric 39,600 460 Mirror Group 196,000 419 National Power 65,000 477 National Westminster 256,500 1,952 Northern Foods 310,000 1,001 Ocean Group 239,500 1,057 Peninsular & Oriental 209,700 1,872 Reckitt & Coleman 10,625 105 Royal Insurance 407,500 1,799 RTZ 155,955 1,818 Sainsbury (J) 149,490 970 Scottish Power 190,000 986 Sears 586,000 918 Smith (Wh) Group 97,000 637 Smithkline Beecham Units 533,628 4,074 Storehouse 283,000 996 Sun Alliance Group 343,900 1,693 T & N 1,070,000 2,726 Tesco 475,000 1,883 Thames Water 245,500 1,853 Thorn EMI 86,290 1,422 Unilever 43,000 796 Whitbread "A" 170,000 1,447 Yorkshire Water 131,000 1,064 -------- 57,816 -------- Total Foreign Common Stocks (Cost $322,366) 324,195 --------
STATEMENT OF NET ASSETS/SCHEDULE OF INVESTMENTS - -------------------------------------------------------------------------------- SEI International Trust -- February 28, 1995 CORE INTERNATIONAL EQUITY PORTFOLIO - --------------------------------------------------------------------------------
Market Face Amount Value Description (000) (000) - ------------------------------------------------------------------------------- REPURCHASE AGREEMENT -- 0.6% J.P. Morgan 6.01%, dated 2/28/95, matures 3/1/95, repurchase price $2,099,539 (collateralized by Federal National Mortgage Association, 7.375%, due 12/25/21, par value $2,298,052; market value $2,155,098) $ 2,100 $ 2,100 -------- Total Repurchase Agreement (Cost $2,100) 2,100 -------- Total Investments -- 99.3% (Cost $324,466) 326,295 -------- OTHER ASSETS AND LIABILITIES -- 0.7% Other Assets and Liabilities, Net 2,259 -------- NET ASSETS: Portfolio shares of Class A (unlimited authorization -- no par value) based on 34,249,039 outstanding shares of beneficial interest 318,688 Portfolio shares of ProVantage Funds (unlimited authorization -- no par value) based on 5,286 shares of beneficial interest 55 Accumulated net realized gain on investments 17,784 Accumulated net realized loss on foreign currency transactions (8,715) Net unrealized depreciation on forward foreign currency contracts, foreign currencies and translation of other assets and liabilities denominated in foreign currencies (1,056) Net unrealized appreciation on investments 1,829 Accumulated net investment loss (31) -------- Total Net Assets -- 100.0% $328,554 ======== Net Asset Value, Offering and Redemption Price Per Share -- Class A $ 9.59 ======== Net Asset Value and Redemption Price Per Share -- ProVantage Funds $ 9.56 ======== Maximum Offering Price Per Share -- ProVantage Funds ($9.56 / 95%) $ 10.06 ========
*Non-income producing security ADRAmerican Depository Receipt EUROPEAN EQUITY PORTFOLIO - --------------------------------------------------------------------------------
Market Value Description Shares (000) - -------------------------------------------------- FOREIGN COMMON STOCKS -- 94.3% BELGIUM -- 1.3% Solvay 900 $ 466 --------- DENMARK -- 1.2% ISS International 13,700 423 --------- FINLAND -- 1.2% Nokia 2,880 433 --------- FRANCE -- 10.1% Carrefour 1,540 629 Cetelem 2,500 443 Cie de Saint Gobain 3,600 424 Cie Generale des Eaux 4,080 378 Credit Foncier de France 2,790 363 Galeries Lafayette 750 307 LVMH Moet Hennessey 3,890 621 Societe Nationale Elf Aquitaine 7,000 502 --------- 3,667 --------- GERMANY -- 9.8% BASF 2,200 487 Beiersdorf 517 344 Hoechst 1,860 414 Hornbach Baumarket New 200 119 Hornbach Holdings 330 329 Jungheinrich 1,950 451 Rhon Klinikum 460 309 SAP 745 621 Wella 680 468 --------- 3,542 --------- ITALY -- 2.7% Ansaldo Transport 125,920 324 Benetton Group 15,000 144 Mediobanca Warrants* 272 -- STET 189,000 526 --------- 994 --------- NETHERLANDS -- 5.6% ABN Amro Holdings 9,018 328 Boskalis Westminster 15,150 297 Reed Elsevier 51,000 499 International Nederlanden 7,820 383 Royal Dutch Petroleum 4,630 523 --------- 2,030 --------- NORWAY -- 1.9% Norsk Hydro 12,000 456 Saga Petroleum "B" 17,640 219 --------- 675 ---------
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Market Value Description Shares (000) - ---------------------------------------------------- SPAIN -- 6.7% Autopistas Cesa 36,362 $ 302 Continente* 19,150 392 Empresa Nacional de Electricidad 8,700 380 Fomento de Construcciones Contratas 4,300 356 Gas Natural SDG 4,450 391 Telefonica de Espana 50,000 625 ------- 2,446 ------- SWEDEN -- 9.9% AGA Free "B" 61,000 654 Astra Free "B" 8,300 206 Electrolux "B" 7,000 353 Kalmar Industries* 25,000 345 Marieberg Tidnings "A" 14,000 334 Mo Och Domsjo "B"* 10,150 507 Svenska Cellulosa* 28,000 497 Svenskt Stal "B" 7,300 328 Volvo Free "B" 19,100 383 ------- 3,607 ------- SWITZERLAND -- 7.3% Brown Boveri & Cie 590 515 Holderbank Glarus 697 517 Nestle SA 545 527 Roche Holdings 120 666 Societe Generale de Surveillance 295 430 ------- 2,655 ------- UNITED KINGDOM -- 36.6% Abbey National 60,000 418 Argyll Group 30,000 128 BAT Industries 60,000 395 Blue Circle Industries 59,000 239 Britannic Assurance 16,000 130 British Aerospace 36,000 268 British Aerospace New 4,000 30 British Airways 53,000 327 British Petroleum 116,000 727 British Sky Broadcasting* 86,000 345 British Telecommunications 104,400 624 BTR 70,000 347 Commercial Union 38,458 308 Dalgety 51,000 343 De La Rue 23,000 373 English China Clay 17,750 96 General Electric 67,000 308 Glaxo Holdings 38,700 388 Granada Group 56,000 451 Grand Metropolitan 69,500 421 Great Universal Stores 33,000 266
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Market Value Description Shares (000) - -------------------------------------------------------------------------- Hammerson "A" 51,500 $ 264 Harrison & Crossfield 62,000 140 Heath, C.E. 18,000 70 Lasmo* 100,000 244 Lex Service 24,000 106 MEPC 23,000 144 Morrison Supermarket 87,000 191 Mowlem, John* 40,400 57 Next 59,000 244 Prudential 74,000 357 Reckitt & Coleman 46,625 462 Reuters Holdings 55,000 386 Rothman Units 58,000 412 Royal Insurance 71,499 316 Saatchi & Saatchi* 63,159 92 Scottish Power 60,000 311 Sears 95,000 149 Sedgwick Group 95,000 233 Severn Trent 31,500 251 Smithkline Beecham Units 93,000 710 Smiths Industries 51,000 351 Tate & Lyle 57,000 392 Williams Holdings 85,000 440 ------- 13,254 ------- Total Foreign Common Stocks (Cost $34,071) 34,192 ------- FOREIGN PREFERRED STOCKS -- 0.0% NETHERLANDS -- 0.0% International Nederlanden* 1,012 5 ------- Total Foreign Preferred Stocks (Cost $1) 5 ------- Total Investments -- 94.3% (of net assets) (Cost $34,072) $34,197 =======
*Non-income producing security PACIFIC BASIN EQUITY PORTFOLIO FOREIGN COMMON STOCKS -- 93.1% AUSTRALIA -- 4.6% Amcor 16,000 $115 Australia & New Zealand Bank Group 36,000 126 Australian National 30,000 30 Broken Hill Proprietary 19,000 262 CRA 10,000 128 John Fairfax 68,000 142 Mayne Nickless 26,000 118 Newscorp 40,000 178 Normandy Poseidon 50,000 64
SCHEDULE OF INVESTMENTS - -------------------------------------------------------------------------------- SEI International Trust -- February 28, 1995 PACIFIC BASIN EQUITY PORTFOLIO - --------------------------------------------------------------------------------
Market Value Description Shares (000) - -------------------------------------------------- Oil Search 75,000 $ 49 Pancontinental Mining 60,000 77 Western Mining 31,125 167 Woodside Petroleum 17,000 63 ------- 1,519 ------- HONG KONG -- 10.0% Cheung Kong Holdings 71,000 309 Citic Pacific 80,000 199 Hong Kong & Shanghai Hotels 48,000 56 Hong Kong Electric 97,000 290 Hong Kong Telecommunications 190,800 343 HSBC Holdings 37,090 390 Hutchison Whampoa 103,000 437 Mandarin Oriental 272,718 323 Sun Hung Kai Properties 49,200 331 Swire Pacific "A" 46,000 323 Wharf Holdings 91,000 313 ------- 3,314 ------- JAPAN -- 61.8% Amada 34,000 338 Aoyama Trading 2,000 34 Bridgestone 54,000 738 Canon 23,000 343 Canon Sales 4,000 91 Chain Store Okuwa 5,000 96 Credit Saison 11,000 194 Dai Tokyo Fire & Marine Insurance 15,000 96 Daiwa Securities 30,000 336 DDI 30 223 Denny's 8,000 245 East Japan Railway 107 472 Familymart 5,040 233 Fuji Photo Film 11,000 236 Glory 4,000 111 Hirose Electric 4,000 213 Innotech 2,000 62 Ito Yokado 15,000 684 Japan Airport Terminal 18,000 196 Japan Associated Finance 2,000 215 Kahma 8,000 216 Koa Fire & Marine Insurance 31,000 170 Kobe Steel 45,000 116 Koito Industries 5,000 55 Kokusai Electric 6,000 100 Kuraray 20,000 207 Mabuchi Motor 3,000 187 Makita 22,000 342 Matsushita Electric 48,000 696 Mitsubishi 59,000 636 Mitsubishi Electric 108,000 702
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Market Value Description Shares (000) - ---------------------------------------------- Mitsubishi Gas Chemical 67,000 $ 274 Mitsubishi Motor 39,000 323 Mitsubishi Trust & Banking 36,000 511 Mitsui 77,000 534 Mitsui Petrochem 21,000 148 Mos Food Services 2,000 60 Mr. Max 4,200 90 Murata Manufacturing 16,000 529 National House 8,000 136 New Oji Paper 55,000 526 Nippon Shinpan 27,000 201 Nippon Steel 85,000 298 Nippon Television 1,000 205 Nomura Securities 22,000 381 Okinawa Electric Power 4,000 110 Omron 12,000 204 Sangetsu 5,000 132 Sankyo 16,000 376 Santen Pharmaceutical 5,000 127 Seino Transportation 19,000 299 Sekisui House 33,000 373 Seven Eleven 1,100 72 Shimachu 8,000 210 Shimamura 5,500 204 Shinetsu 11,000 178 Showa Shell Sekiyo 53,000 593 Sony 4,000 174 Sony Music Entertainment 2,000 91 Sumitomo Electric 7,000 80 Sumitomo Forestry 20,000 280 Taisho Pharmaceutical 7,000 119 Takashimaya 12,000 158 Toho 3,000 472 Tokio Marine & Fire Insurance 57,000 596 Tokyo Broadcasting System 23,000 312 Tokyo Electronics 13,000 343 Toray Industries 31,000 195 Toshiba 120,000 759 Toyota Motor 47,000 847 Yamanouchi Pharmaceutical 4,000 78 Yokogawa Electric 27,000 247 ------- 20,428 ------- MALAYSIA -- 3.9% Genting Berhad 33,500 290 Larut Consolidated 87,500 120 Larut Convertable Loan Stock* 42,000 12 Larut Warrants* 42,000 30 Malayan Banking 37,500 248 New Straits Times Press 33,000 91 Perusahaan Otomobil 48,000 169 Renong Berhad 47,000 64
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Market Value Description Shares (000) - -------------------------------------------------------------------------- Technology Resources 40,000 $ 137 Telekom Malaysia 18,000 126 ------- 1,287 ------- NEW ZEALAND -- 1.7% Carter Holt Harvey 255,511 563 ------- SINGAPORE -- 4.1% DBS Land 32,000 84 Development Bank of Singapore "F" 18,000 174 Jurong Ship Yard 18,000 150 Keppel 25,000 200 Singapore International Airlines "F" 26,000 260 Singapore Press "F" 12,400 213 United Overseas Bank "F" 28,187 275 ------- 1,356 ------- SOUTH KOREA -- 7.0% Daewoo Securities 5,000 147 Goldstar 13,776 478 Hanil Bank 1,500 17 Hanshin 8,000 160 Korea Electric Power 14,700 477 Pohang Iron & Steel 7,000 545 Samsung Electronic 2,040 295 Shinhan Bank 8,000 156 Shinhan Bank (New) 1,468 29 ------- 2,304 ------- Total Foreign Common Stocks (Cost $35,397) 30,771 ------- FOREIGN PREFERRED STOCKS -- 0.3% AUSTRALIA -- 0.1% Newscorp 10,500 42 ------- SOUTH KOREA -- 0.2% Hanshin 5,500 67 ------- Total Foreign Preferred Stocks (Cost $156) 109 ------- Total Investments -- 93.4% (of net assets) (Cost $35,553) $30,880 =======
*Non-income producing security EMERGING MARKETS EQUITY PORTFOLIO - --------------------------------------------------------------------------------
Market Description Shares Value (000) - --------------------------------------------------------- FOREIGN COMMON STOCKS -- 77.8% ARGENTINA -- 3.0% Central Costanera 11,500 $ 28 Ciadea SA* 2,800 15 IRSA GDS* 3,400 66 Perez Companc 16,200 52 ------ 161 ------ BRAZIL -- 5.3% Brazil Fund 6,400 169 Cia Vale Do Rio Doce ADR 1,500 55 Telebras ADR 2,000 59 ------ 283 ------ CHILE -- 5.1% Banco Osorno ADS* 7,700 81 Chilgener ADR 7,000 164 Maderas Y Sintecticos Sociedad ADR 1,500 26 ------ 271 ------ CHINA -- 0.4% Huaneng Power ADS* 1,300 20 ------ GREECE -- 1.5% Hellenic Bottling 2,210 79 ------ HONG KONG -- 4.3% CDL Hotels International 116,000 50 Guang Dong Investment 96,000 44 Johnson Electric Holdings 22,000 44 MC Packaging 70,000 23 Shangri-La Asia 42,000 43 Siu-Fung Ceramics 160,000 23 ------ 227 ------ INDIA -- 1.8% India Investment Fund 9,500 94 ------ INDONESIA -- 4.9% Indonesia Satellite ADR* 4,100 146 Indorayon 14,000 35 Semen Gresik "F" 17,000 79 ------ 260 ------ KOREA -- 2.1% Korea Equity Fund 3,400 27 Korea Fund 1,400 27 Korea Investment Fund 4,600 57 ------ 111 ------
SCHEDULE OF INVESTMENTS - -------------------------------------------------------------------------------- SEI International Trust -- February 28, 1995 EMERGING MARKETS EQUITY PORTFOLIO - --------------------------------------------------------------------------------
Market Description Shares Value (000) - ------------------------------------------------------- MALAYSIA -- 13.7% Arab Malaysian Merchant Bank 31,000 $ 288 IJM Corp Berhad 36,000 124 Resorts World Berhad 15,000 81 United Engineers 42,000 234 ------ 727 ------ MEXICO -- 1.8% Cemex SA "B" 3,000 7 Kimberly Clark "A" 1,000 7 Panamerican Beverages ADR 695 17 Penoles* 5,000 10 Telefonos de Mexico ADS 1,900 53 ------ 94 ------ PHILIPPINES -- 6.0% Ayala "B" 38,800 52 Bacnotan Cement* 51,200 62 Manila Mining "B" 5,100,000 20 Petron 121,000 88 Philippine Long Distance ADR 1,650 98 ------ 320 ------ SINGAPORE -- 10.1% City Developments 8,000 39 Singapore International Airlines 13,000 130 Singapore Press "F" 5,000 86 United Overseas Bank "F" 29,000 282 ------ 537 ------ SOUTH AFRICA -- 0.9% Anglo American 500 27 Barlow 2,200 22 ------ 49 ------ SOUTH KOREA -- 1.5% Korea Electric Power ADR 2,050 38 Pohang Iron & Steel ADS 1,600 41 ------ 79 ------ TAIWAN -- 2.6% Taiwan (ROC) Fund* 6,800 76 Taiwan Equity Fund 5,200 59 ------ 135 ------ THAILAND -- 12.8% Electricity Generating* 66,300 169
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Shares/Face Market Description Amount (000)(1) Value (000) - ----------------------------------------------------------------------------- Siam Cement 4,300 $ 258 Thai Farmers Bank 30,200 250 ------ 677 ------ Total Foreign Common Stocks (Cost $4,070) 4,124 ------ Total Investments -- 77.8% (of net assets) (Cost $4,070) $4,124 ====== *Non-income producing security ADRAmerican Depository Receipt ADSAmerican Depository Shares GDS Global Depository Shares INTERNATIONAL FIXED INCOME PORTFOLIO FOREIGN BONDS -- 85.3% AUSTRALIA -- 1.2% Australian Government 8.750%, 01/15/01 705 $ 498 ------ BELGIUM -- 2.4% Kingdom of Belgium 9.000%, 06/27/01 15,000 527 7.250%, 04/29/04 15,000 470 ------ 997 ------ CANADA -- 1.8% Canadian Government 7.500%, 12/01/03 35 24 6.500%, 06/01/04 615 386 9.250%, 06/01/22 255 193 9.000%, 06/01/25 240 178 ------ 781 ------ DENMARK -- 4.1% Kingdom of Denmark 8.000%, 11/15/01 4,320 719 8.000%, 05/15/03 6,300 1,041 ------ 1,760 ------ FRANCE -- 9.6% French Treasury Bill 5.920%, 04/20/95 8,500 1,643 Government of France OAT 9.500%, 01/25/01 3,200 673 5.500%, 04/25/04 4,310 709 8.500%, 10/25/08 5,260 1,061 ------ 4,086 ------
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Face Amount Market Description (000)(1) Value (000) - --------------------------------------------------- GERMANY -- 18.8% Bundesrepublic 9.000%, 10/20/00 2,095 $ 1,557 Bundesschatzanweisungen 6.875%, 02/24/99 1,295 890 Deutschland Republic 6.250%, 01/04/24 625 354 Deutschland Republic Float 5.280%, 09/20/04 1,100 746 KFW International Finance 6.625%, 04/15/03 1,140 739 Treuhandanstalt 7.125%, 01/29/03 210 141 7.500%, 09/09/04 5,190 3,581 ------- 8,008 ------- ITALY -- 4.8% Italian Government BTPS 8.500%, 04/01/99 2,675,000 1,408 8.500%, 08/01/99 1,190,000 619 ------- 2,027 ------- JAPAN -- 25.8% Asian Development Bank 5.000%, 02/05/03 226,000 2,413 Export-Import Bank 4.375%, 10/01/03 250,000 2,566 Japanese Development Bank 5.000%, 10/01/99 50,000 544 Republic of Austria 6.250%, 10/16/03 173,000 2,009 3.750%, 02/03/09 5,000 46 Republic of Finland 6.000%, 01/29/02 130,000 1,466 World Bank 4.500%, 06/20/00 65,000 691 4.500%, 03/20/03 120,000 1,252 ------- 10,987 ------- NETHERLANDS -- 5.6% Kingdom of Netherlands 6.500%, 01/15/99 137 83 Netherlands Government 6.250%, 07/15/98 878 527 7.500%, 06/15/99 800 498 8.500%, 03/15/01 350 227 7.250%, 10/01/04 1,725 1,038 ------- 2,373 -------
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Face Amount Market Description (000)(1) Value (000) - ----------------------------------------------------------- NEW ZEALAND -- 2.6% New Zealand Government 9.000%, 11/15/96 1,150 $ 728 6.500%, 02/15/00 255 147 8.000%, 04/15/04 150 92 New Zealand Treasury Bill 8.810%, 04/05/95 200 126 ------- 1,093 ------- NORWAY -- 0.6% Government of Norway 9.500%, 10/31/02 1,600 271 ------- SPAIN -- 1.1% Kingdom of Spain 10.300%, 06/15/02 14,400 104 8.000%, 05/30/04 60,000 372 ------- 476 ------- SWEDEN -- 0.8% Kingdom of Sweden 10.250%, 05/05/03 1,800 242 Swedish Treasury Note 11.000%, 01/21/99 800 112 ------- 354 ------- UNITED KINGDOM -- 6.1% European Investment Bank 7.000%, 03/30/98 200 302 United Kingdom Treasury 10.000%, 02/26/01 415 695 6.750%, 11/26/04 90 125 8.500%, 12/07/05 245 384 8.750%, 08/25/17 680 1,106 ------- 2,612 ------- Total Foreign Bonds (Cost $35,283) 36,323 ------- U. S. TREASURY OBLIGATIONS -- 4.5% U.S. Treasury Bills 5.750%, 03/23/95 $ 400 399 5.400%, 04/06/95 1,300 1,293 U.S. Treasury Note 7.750%, 01/31/00 20 21 5.875%, 02/15/04 140 128 10.375%, 11/15/12 20 25 7.500%, 11/15/24 35 35 ------- 1,901 ------- Total U. S. Treasury Obligations (Cost $1,896) 1,901 -------
SCHEDULE OF INVESTMENTS - -------------------------------------------------------------------------------- SEI International Trust -- February 28, 1995 INTERNATIONAL FIXED INCOME PORTFOLIO - --------------------------------------------------------------------------------
Face Amount Market Description (000)(1) Value (000) - ----------------------------------------------------------------------------- REPURCHASE AGREEMENT -- 4.7% Prudential Mortgage 6.01%, dated 2/28/95, matures 3/1/95, repurchase price $2,010,980 (collateralized by Federal National Mortgage Association, 9.00%, due 2/1/23, par value $12,485,623; market value $2,051,200) $ 2,011 $ 2,011 ------- Total Repurchase Agreement (Cost $2,011) 2,011 ------- FOREIGN CURRENCY OPTIONS -- 0.1% UNITED STATES -- 0.1% German Deutschmark Call 04/17/95 1,203 1 06/23/95 1,863 44 ------- 45 ------- Total Foreign Currency Options (Cost $28) 45 ------- Total Investments -- 94.6% (of net assets) (Cost $39,218) $40,280 =======
(1)In local currency The accompanying notes are an integral part of the financial statements. STATEMENT OF ASSETS AND LIABILITIES (000) - -------------------------------------------------------------------------------- February 28, 1995
-------- ------------ -------------- ------------- EUROPEAN PACIFIC EMERGING INTERNATIONAL EQUITY BASIN EQUITY MARKETS EQUITY FIXED INCOME -------- ------------ -------------- ------------- ASSETS: Investment securities (Cost $34,072, $35,553, $4,070, and $39,218, respectively) $34,197 $30,880 $4,124 $40,280 Cash and foreign currency 3,093 2,062 3,240 1,772 Dividends and interest receivable 102 15 -- 893 Investment securities sold 500 104 -- 3,541 Other assets 300 275 173 842 ------- ------- ------ ------- Total assets 38,192 33,336 7,537 47,328 ------- ------- ------ ------- LIABILITIES: Investment securities purchased 1,784 -- 2,227 4,582 Other liabilities 130 288 10 166 ------- ------- ------ ------- Total liabilities 1,914 288 2,237 4,748 ------- ------- ------ ------- NET ASSETS: Portfolio shares of Class A (unlimited authorization -- no par value) based on 3,662,624, 3,783,728, 516,020 and 4,086,471 respectively, outstanding shares of beneficial interest 36,439 37,766 5,240 41,893 Accumulated net realized loss on investments (165) (37) -- (927) Accumulated net realized gain (loss) on foreign currency transactions (98) 73 1 (374) Net unrealized appreciation (depreciation) on forward foreign currency contracts, foreign currencies and translation of other assets and liabilities denominated in foreign currencies (13) (81) (1) 472 Net unrealized appreciation (depreciation) on investments 125 (4,673) 54 1,062 Undistributed net investment income (loss) (10) -- 6 454 ------- ------- ------ ------- Net assets $36,278 $33,048 $5,300 $42,580 ======= ======= ====== ======= NET ASSET VALUE, OFFERING AND REDEMPTION PRICE PER SHARE -- CLASS A $ 9.90 $ 8.73 $10.27 $ 10.42 ======= ======= ====== =======
The accompanying notes are an integral part of the financial statements. STATEMENT OF OPERATIONS (000) - -------------------------------------------------------------------------------- For the period ended February 28, 1995
------------- --------- --------- --------- ------------- CORE PACIFIC EMERGING INTERNATIONAL EUROPEAN BASIN MARKETS INTERNATIONAL EQUITY EQUITY(1) EQUITY(2) EQUITY(3) FIXED INCOME ------------- --------- --------- --------- ------------- INVESTMENT INCOME: Dividends $ 11,275 $ 471 $ 136 -- -- Interest 1,985 80 59 $ 13 $1,946 Less: Foreign Taxes Withheld (1,483) (73) (17) -- -- -------- ----- ------- ---- ------ Total Investment Income 11,777 478 178 13 1,946 -------- ----- ------- ---- ------ EXPENSES: Management fees 2,729 164 159 2 206 Less management fees waived (77) (57) (76) (2) (84) Reimbursement by manager -- -- -- (9) -- Investment advisory fees 1,516 67 80 4 103 Less investment advisory fees waived -- -- -- -- (17) Custodian/wire agent fees 524 23 24 5 36 Professional fees 147 10 11 1 15 Registration & filing fees 11 15 15 2 10 Printing fees 142 9 9 -- 13 Trustee fees 25 1 1 -- 2 Pricing fees 39 8 10 1 8 Distribution fees 562 22 21 1 40 Amortization of deferred organization costs 8 5 5 -- 9 Miscellaneous fees 14 -- -- 2 2 -------- ----- ------- ---- ------ Total Expenses 5,640 267 259 7 343 -------- ----- ------- ---- ------ NET INVESTMENT INCOME (LOSS) 6,137 211 (81) 6 1,603 -------- ----- ------- ---- ------ NET REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS AND FOREIGN CURRENCY TRANSACTIONS: Net realized gain (loss) from security transactions 36,204 (165) (37) -- (927) Net realized gain (loss) on forward foreign currency contracts and foreign currency transactions (25,138) (154) (74) 1 670 Net change in unrealized appreciation (depreciation) on forward foreign currency contracts, foreign currencies and translation of other assets and liabilities denominated in foreign currencies 10,819 (13) (81) (1) 313 Net change in unrealized appreciation (depreciation) on investments (58,990) 125 (4,673) 54 1,420 -------- ----- ------- ---- ------ NET INCREASE (DECREASE) IN NET ASSETS FROM OPERATIONS $(30,968) $ 4 $(4,946) $ 60 $3,079 ======== ===== ======= ==== ======
(1) European Equity commenced operations on April 29, 1994. (2) Pacific Basin Equity commenced operations on April 29, 1994. (3) Emerging Markets Equity commenced operations on January 17, 1995. The accompanying notes are an integral part of the financial statements. STATEMENT OF CHANGES IN NET ASSETS (000) - -------------------------------------------------------------------------------- For the periods ended February 28
-------------------- --------- --------- --------- ----------------- CORE PACIFIC EMERGING INTERNATIONAL INTERNATIONAL EUROPEAN BASIN MARKETS FIXED EQUITY EQUITY(1) EQUITY(2) EQUITY(3) INCOME(4) -------------------- --------- --------- --------- ----------------- 1995 1994 1995 1995 1995 1995 1994 -------------------- --------- --------- --------- ----------------- OPERATIONS: Net investment income (loss) $ 6,137 $ 5,010 $ 211 $ (81) $ 6 $ 1,603 $ 270 Net realized gain (loss) from security transactions 36,204 8,679 (165) (37) -- (927) 67 Net realized gain (loss) on forward foreign currency contracts and foreign currency transactions (25,138) 1,305 (154) (74) 1 670 32 Net change in unrealized appreciation (depreciation) on forward foreign currency contracts, foreign currencies and translation of other assets and liabilities denominated in foreign currencies 10,819 (13,616) (13) (81) (1) 313 159 Net change in unrealized appreciation (depreciation) on investments (58,990) 64,790 125 (4,673) 54 1,420 (357) --------- --------- ------- ------- ------ -------- ------- Net increase (decrease) in net assets from operations (30,968) 66,168 4 (4,946) 60 3,079 171 --------- --------- ------- ------- ------ -------- ------- DIVIDENDS DISTRIBUTED FROM: Net investment income: Class A -- (4,197) (165) -- -- (2,335) (161) ProVantage Funds -- -- -- -- -- -- -- Net realized gains: Class A (23,038) -- -- -- -- (67) -- ProVantage Funds (2) -- -- -- -- -- -- --------- --------- ------- ------- ------ -------- ------- Total dividends distributed (23,040) (4,197) (165) -- -- (2,402) (161) --------- --------- ------- ------- ------ -------- ------- CAPITAL SHARE TRANSACTIONS (1): Class A: Proceeds from shares issued 340,533 386,567 41,513 49,353 5,264 36,006 25,391 Shares issued in lieu of cash distributions 14,427 2,264 144 -- -- 1,486 99 Cost of shares repurchased (475,951) (125,591) (5,218) (11,359) (24) (19,267) (1,822) --------- --------- ------- ------- ------ -------- ------- Increase (decrease) in net assets derived from Class A (120,991) 263,240 36,439 37,994 5,240 18,225 23,668 --------- --------- ------- ------- ------ -------- ------- ProVantage Funds: Proceeds from shares issued 53 -- -- -- -- -- -- Shares issued in lieu of cash distributions 2 -- -- -- -- -- -- Cost of shares repurchased -- -- -- -- -- -- -- --------- --------- ------- ------- ------ -------- ------- Increase in net assets derived from ProVantage Funds 55 -- -- -- -- -- -- --------- --------- ------- ------- ------ -------- ------- INCREASE (DECREASE) IN NET ASSETS DERIVED FROM CAPITAL SHARE TRANSACTIONS (120,936) 263,240 36,439 37,994 5,240 18,225 23,668 --------- --------- ------- ------- ------ -------- ------- Net increase (decrease) in net assets (174,944) 325,211 36,278 33,048 5,300 18,902 23,678 NET ASSETS: Beginning of period 503,498 178,287 -- -- -- 23,678 -- --------- --------- ------- ------- ------ -------- ------- End of period $ 328,554 $ 503,498 $36,278 $33,048 $5,300 $ 42,580 $23,678 ========= ========= ======= ======= ====== ======== ======= (1) CAPITAL SHARE TRANSACTIONS: Class A: Shares issued 32,225 37,661 4,171 5,018 518 3,504 2,483 Shares issued in lieu of cash distributions 1,437 219 15 -- -- 150 10 Shares repurchased (45,194) (12,060) (523) (1,234) (2) (1,882) (178) --------- --------- ------- ------- ------ -------- ------- Total Class A transactions (11,532) 25,820 3,663 3,784 516 1,772 2,315 --------- --------- ------- ------- ------ -------- ------- ProVantage Funds: Shares issued 5 -- -- -- -- -- -- Shares issued in lieu of cash distributions -- -- -- -- -- -- -- Shares repurchased -- -- -- -- -- -- -- --------- --------- ------- ------- ------ -------- ------- Total ProVantage Funds transactions 5 -- -- -- -- -- -- --------- --------- ------- ------- ------ -------- ------- Net increase (decrease) in capital shares (11,527) 25,820 3,663 3,784 516 1,772 2,315 ========= ========= ======= ======= ====== ======== =======
(1) European Equity commenced operations on April 29, 1994. (2) Pacific Basin Equity commenced operations on April 29, 1994. (3) Emerging Markets Equity commenced operations on January 17, 1995. (4) International Fixed Income commenced operations on September 1, 1993. The accompanying notes are an integral part of the financial statements. FINANCIAL HIGHLIGHTS - -------------------------------------------------------------------------------- For the period ended February 28, 1995 For a Share Outstanding Throughout each Period
Net Asset Distributions Distributions Value Net Net Realized and from Net from Net Asset Net Assets Beginning Investment Unrealized Investment Realized Capital Return Value End Total End of of Period Income/(Loss) Gains/(Losses) Income(6) Gains of Capital of Period Return Period(000) - ---------------------------------------------------------------------------------------------------------------------------- CORE INTERNATIONAL EQUITY PORTFOLIO ----------------------------------- CLASS A 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 PROVANTAGE FUNDS 1995(1) $10.81 $ 0.01 $(0.67) -- $(0.59) -- $ 9.56 (6.33)% $ 51 EUROPEAN EQUITY PORTFOLIO ------------------------- CLASS A 1995(2) $10.00 $ 0.06 $(0.11) $(0.05) -- -- $ 9.90 (0.40)% $ 36,278 PACIFIC BASIN EQUITY PORTFOLIO ------------------------------ CLASS A 1995(3) $10.00 $(0.02) $(1.25) -- -- -- $ 8.73 (12.70)% $ 33,048 EMERGING MARKETS EQUITY PORTFOLIO --------------------------------- CLASS A 1995(4) $10.00 $ 0.01 $ 0.26 -- -- -- $10.27 2.70% $ 5,300 INTERNATIONAL FIXED INCOME PORTFOLIO ------------------------------------ CLASS A 1995 $10.23 $ 0.43 $0.40 $ (0.62) $(0.02) -- $10.42 8.43% $ 42,580 1994(5) 10.00 0.14 0.18 (0.09) -- -- 10.23 6.41 23,678 Ratio of Ratio of Net Investment Ratio of Expenses Income (Loss) Ratio of Net Investment to Average to Average Expenses Income (Loss) Net Assets Net Assets Portfolio to Average to Average (Excluding (Excluding Turnover Net Assets Net Assets Waivers) Waivers) Rate - ---------------------------------------------------------------------------------------------------------------------------- CORE INTERNATIONAL EQUITY PORTFOLIO ----------------------------------- CLASS A 1995 1.19% 1.30% 1.21% 1.28% 64% 1994 1.10 1.46 1.24 1.32 19 1993 1.10 1.80 1.53 1.37 23 1992 1.10 2.07 1.52 1.63 79 1991 1.10 3.52 1.64 2.98 14 PROVANTAGE FUNDS 1995(1) 1.47% 0.42% 1.48% 0.41% 64% EUROPEAN EQUITY PORTFOLIO ------------------------- CLASS A 1995(2) 1.30% 1.02% 1.57% 0.75% 29% PACIFIC BASIN EQUITY PORTFOLIO ------------------------------ CLASS A 1995(3) 1.30% (0.41)% 1.68% (0.79)% 9% EMERGING MARKETS EQUITY PORTFOLIO --------------------------------- CLASS A 1995(4) 1.95% 1.79% 4.98% (1.24)% -- INTERNATIONAL FIXED INCOME PORTFOLIO ------------------------------------ CLASS A 1995 1.00% 4.68% 1.30% 4.38% 303% 1994(5) 1.00 3.81 1.61 3.20 126
(1) Core International Equity ProVantage Funds shares were offered beginning May 1, 1994. All ratios for that period have been annualized. (2) European Equity Class A shares were offered beginning April 29, 1994. All ratios for that period have been annualized. (3) Pacific Basin Equity Class A shares were offered beginning April 29, 1994. All ratios for that period have been annualized. (4) Emerging Markets Equity Class A shares were offered beginning January 17, 1995. All ratios for that period have been annualized. (5) International Fixed Income Class A shares were offered beginning September 1, 1993. All ratios for that period have been annualized. (6) Distributions from net investment income include distributions of certain foreign currency gains and losses. The accompanying notes are an integral part of the financial statements. NOTES TO FINANCIAL STATEMENTS - -------------------------------------------------------------------------------- February 28, 1995 1. ORGANIZATION SEI International Trust (the "Trust") was organized as a Massachusetts business trust under a Declaration of Trust dated June 30, 1988. The operations of the Trust commenced on December 20, 1989. 2. SIGNIFICANT ACCOUNTING POLICIES The Trust is registered under the Investment Company Act of 1940, as amended, as an open-end management investment company with five portfolios: the Core In- ternational Equity Portfolio (formerly the International Equity Portfolio), the European Equity Portfolio, the Pacific Basin Equity Portfolio, the Emerging Markets Equity Portfolio and the International Fixed Income Portfolio (together the "Portfolios"). The Trust is registered to offer Class A shares for all portfolios and ProVantage Funds shares of the Core International Equity Portfo- lio. The following is a summary of significant accounting policies followed by the Portfolios. Security Valuation--Securities listed on a securities exchange for which mar- ket quotations are readily available are valued at the last quoted sales price for such securities, or if there is no such reported sale on the valuation date, at the most recent quoted bid price. Unlisted securities for which market quotations are readily available are valued at the most recent quoted bid price. Short-term investments may be valued at amortized cost which approxi- mates market value. Federal Income Taxes--It is the intention of each Portfolio to continue to qualify as a regulated investment company and to distribute all of its taxable income. Accordingly, no provision for Federal income taxes is required in the accompanying financial statements. Net Asset Value Per Share--The net asset value per share of each Portfolio is calculated on each business day. It is computed by dividing the assets of the portfolio, less its liabilities, by the number of outstanding shares of the portfolio. Repurchase Agreements--Securities pledged as collateral for repurchase agree- ments are held by the custodian bank until maturity of the repurchase agree- ments. Provisions of the repurchase agreements and procedures adopted by the Trust require that the market value of the collateral, including accrued inter- est thereon, is sufficient in the event of default by the counterparty. The Portfolios may also invest in tri-party repurchase agreements. Securities held as collateral for tri-party repurchase agreements are maintained in a seg- regated account by the broker's custodian bank until maturity of the repurchase agreement. Provisions of the agreements require that the market value of the collateral, including accrued interest thereon, is sufficient in the event of default. If the counterparty defaults and the value of the collateral declines or if the counterparty enters an insolvency proceeding, realization of the collateral by the Portfolio may be delayed or limited. Foreign Currency Translation--The books and records of the Portfolios are maintained in U.S. dollars. Foreign currency amounts are translated into U.S. dollars on the following bases: (I) market value of investment securities, other assets and liabilities at the current rate of exchange; and (II) purchases and sales of investment securities, income and expenses at the relevant rates of exchange prevailing on the respective dates of such transac- tions. The Portfolios do not isolate that portion of gains and losses on investment securities which is due to changes in the foreign exchange rates from that which is due to changes in market prices of such securities. The Portfolios report gains and losses on foreign currency related transac- tions as realized and unrealized gains and losses for financial reporting pur- poses, whereas such gains and losses are treated as ordinary income or loss for Federal income tax purposes. Forward Foreign Currency Contracts--The Portfolios enter into forward foreign currency contracts as hedges against either specific transactions or portfolio positions. The aggregate principal amounts of the contracts are not recorded as the Portfolios do not intend to hold the contracts to maturity. All commitments are "marked-to-market" daily at the applicable foreign exchange rate and any resulting unrealized gains or losses are recorded currently. The Portfolios re- alize gains or losses at the time for- NOTES TO FINANCIAL STATEMENTS (Continued) - -------------------------------------------------------------------------------- February 28, 1995 ward contracts are extinguished. Unrealized gains or losses on outstanding po- sitions in forward foreign currency contracts held at the close of the year will be recognized as ordinary income or loss for federal income tax purposes. Foreign Currency Options--Premiums paid by a portfolio for the purchase of an option are included in the portfolio's Schedule of Investments as an investment and subsequently marked to market to reflect the current market value of the option. For an option held by a portfolio on the stipulated expiration date, the portfolio realizes a gain or loss. If the portfolio enters into a closing sale transaction, it realizes a gain or loss, depending on whether the proceeds from the sale are greater or less than the cost of the purchased option. If the portfolio exercises a purchased put option, it realizes a gain or loss from the sale of the underlying investment and the proceeds from such sale will be de- creased by the premium originally paid. If the portfolio exercises a purchased call option, the cost of the underlying investment which the fund purchases upon exercise will be increased by the premium originally paid. Classes--Class-specific expenses are borne by that class. Income, expenses, and realized and unrealized gains/losses are allocated to the respective clas- ses on the basis of relative daily net assets. Other--Security transactions are accounted for on the trade date of the secu- rity purchase or sale. Costs used in determining net realized capital gains and losses on the sale of investment securities are those of the specific securi- ties sold. Purchase discounts and premiums on securities held by the Portfolios are accreted and amortized to maturity using the scientific interest method, which approximates the effective interest method. Distributions from net in- vestment income and any net realized capital gains are generally made to Share- holders annually. Dividend income is recognized on the ex-dividend date and in- terest income is recognized using the accrual method. The amounts of the distributions from net investment income and net realized capital gains are determined in accordance with Federal income tax regulations, which may differ from those amounts determined under generally accepted ac- counting principles. The book/tax differences are either temporary or permanent in nature. To the extent these differences are permanent, they are charged or credited to paid-in capital in the period the difference arises. During the fiscal year ended February 28, 1995 the following amounts relating to permanent differences attributable to cumulative net operating losses and differences in the characterization of certain foreign currency realized and unrealized gains (losses) have been reclassified as follows:
CORE PACIFIC INTERNATIONAL BASIN EQUITY EQUITY (000) (000) ------------- ------- Paid-in Capital $(5,615) $(228) Accumulated net realized gain on investments (2,288) -- Accumulated net realized gain (loss) on foreign currency transactions 15,349 147 Undistributed net investment income (loss) (7,446) 81
These reclassifications have no effect on net assets or net asset values per share. 3. MANAGEMENT, INVESTMENT ADVISORY AND DISTRIBUTION AGREEMENTS SEI Financial Management Corporation (the "Manager"), a wholly owned subsidiary of SEI Corporation, and the Trust are parties to a management agreement dated August 30, 1988, under which the Manager provides management, administrative and shareholder services to each Portfolio for an annual fee equal to .45% of the average daily net assets of the Core International Equity Portfolio, .60% of the average daily net assets of the International Fixed Income Portfolio, .80% of the average daily net assets of the European Equity and the Pacific Ba- sin Equity Portfolios and .65% of the average daily net assets of the Emerging Markets Equity Portfolio . The Manager has agreed to waive all or a portion of its fees in order to limit the operating expenses of the Portfolios to a speci- fied percentage of its average daily net assets as follows: - -------------------------------------------------------------------------------- Core International Equity Portfolio 1.25% European Equity Portfolio 1.30% Pacific Basin Equity Portfolio 1.30% Emerging Markets Equity Portfolio 1.95% International Fixed Income Portfolio 1.00%
In addition, the Trust and Manager have entered into a separate Transfer Agent Agreement with respect to the ProVantage Funds under which the Manager is entitled to a fee of .15% of the average daily net assets of the ProVantage Funds plus out-of-pocket costs. SEI Financial Management Corporation (SFM), the adviser for the Core Interna- tional Equity and the Emerging Markets Equity Portfolios, is a party to an in- vestment advisory agreement dated December 16, 1994. Under the Investment Advi- sory Agreement, SFM receives an annual fee of .475% of the average daily net assets of the Core International Equity Portfolio and 1.05% of the average daily net assets of the Emerging Markets Equity Portfolio. Pursuant to a Sub- Advisory Agreement with SFM, Acadian Asset Management, Inc. and World Invest Limited serve as Sub-Advisers to the Core International Equity Portfolio and Montgomery Asset Management, L.P. serves as Sub-Adviser to the Emerging Markets Equity Portfolio. Morgan Grenfell Investment Services Limited, the advisor for the European Eq- uity Portfolio, is a party to an investment advisory agreement with the Trust dated April 25, 1994. Under the investment advisory agreement, Morgan Grenfell Investment Services Limited receives an annual fee of .325% of the average daily net assets of the Portfolio. Schroder Capital Management International Limited, the adviser for the Pa- cific Basin Equity Portfolio, is a party to an investment advisory agreement with the Trust dated April 25, 1994. Under the investment advisory agreement, Schroder Capital Management International Limited receives an annual fee of .40% of the average daily net assets of the Portfolio up to $100 million, .30% for the next $50 million in assets, and .20% of assets in excess of $150 mil- lion. Strategic Fixed Income, L.P., the adviser for the International Fixed Income Portfolio, is a party to an investment advisory agreement with the Trust dated June 15, 1993. Under the investment advisory agreement, Strategic Fixed Income, L.P. receives an annual fee of .30% of the average daily net assets of the Portfolio. Strategic Fixed Income, L.P. has voluntarily agreed to waive its fee, in conjunction with the Manager, in order to limit the operating expenses of the Portfolio to not more than 1.00% of average daily net assets. SEI Financial Services Company (the "Distributor"), a wholly owned subsidiary of SEI Corporation and a registered broker-dealer, acts as the distributor of the shares of the Trust under a distribution plan which provides for the Trust to reimburse the Distributor for distribution. Such expenses may not exceed .30% of the daily average net assets of each Portfolio. Distribution expenses include, among other items, the compensation and benefits of sales personnel incurred by the Distributor in connection with the promotion and sale of shares. Distribution expenses are allocated among the Portfolios on the basis of their relative average daily net assets. In addition, the Core International Equity Portfolio has registered an additional class of shares, the ProVantage Funds shares, for which a separate distribution plan has been adopted. This plan provides for additional payments to the Distributor of up to .30% of ProVantage Funds average daily net assets. Certain Officers and/or Trustees of the Trust are also officers and/or Direc- tors of the Manager. Compensation of officers and affiliated Trustees is paid by the Manager. 4. ORGANIZATIONAL COSTS Organizational costs have been capitalized by the Portfolios and are being am- ortized using the straight line method over sixty months commencing with opera- tions of the respective Portfolio. In the event any of the initial shares of the Portfolios acquired by the Manager are redeemed during the period that the Portfolios are amortizing their organizational costs, the redemption proceeds payable to the Manager by the Portfolios will be reduced by an amount equal to a pro rata portion of unamortized organizational costs. NOTES TO FINANCIAL STATEMENTS (Concluded) - -------------------------------------------------------------------------------- February 28, 1995 5. FORWARD FOREIGN CURRENCY CONTRACTS The Portfolios enter into forward foreign currency exchange contracts as hedges against portfolio positions. Such contracts, which protect the value of the Portfolio's investment securities against a decline in the value of the hedged currency, do not eliminate fluctuations in the underlying prices of the securi- ties. They simply establish an exchange rate at a future date. Also, although such contracts tend to minimize the risk of loss due to a decline in the value of a hedged currency, at the same time they tend to limit any potential gain that might be realized should the value of such foreign currency increase. The following forward foreign currency contracts were outstanding at February 28, 1995:
IN UNREALIZED MATURITY CONTRACTS TO EXCHANGE APPRECIATION DATES DELIVER/RECEIVE FOR (DEPRECIATION) - ----------------- ----------------- ----------- -------------- CORE INTERNATIONAL EQUITY PORTFOLIO: - ------------------------------------ FOREIGN CURRENCY SALE: 04/20/95-05/15/95 JY 5,100,000,000 $52,101,331 $(1,081,262) =========== =========== EUROPEAN EQUITY PORTFOLIO: - -------------------------- FOREIGN CURRENCY SALE: 05/31/95 FF 15,100,000 $ 2,925,676 $ (16,144) =========== ----------- FOREIGN CURRENCY PURCHASES: 03/01/95 UK 41,312 $ 65,355 $ 22 03/02/95 SK 1,178,924 160,234 726 03/02/95 SP 6,267,783 48,853 276 ----------- ----------- $ 274,442 $ 1,024 =========== ----------- $ (15,120) =========== PACIFIC BASIN EQUITY PORTFOLIO: - ------------------------------- FOREIGN CURRENCY SALES: 03/02/95 AD 140,810 $ 103,805 $ (98) 06/19/95 JY 490,000,000 5,058,287 (81,248) ----------- ----------- $ 5,162,092 $ (81,346) =========== =========== EMERGING MARKETS EQUITY PORTFOLIO: - ---------------------------------- FOREIGN CURRENCY PURCHASES: 03/01/95 GD 10,820,835 $ 46,700 $ (99) 03/06/95-03/09/95 MR 425,258 166,723 (37) ----------- ----------- $ 213,423 $ (136) =========== ===========
IN UNREALIZED MATURITY CONTRACTS TO EXCHANGE APPRECIATION DATES DELIVER/RECEIVE FOR (DEPRECIATION) - ----------------- ----------------- ----------- -------------- SEI INTERNATIONAL FIXED INCOME PORTFOLIO: - ----------------------------------------- FOREIGN CURRENCY SALES: 03/01/95-06/22/95 UK 6,789,050 $10,607,691 $ (113,582) 03/24/95 NK 1,750,979 260,601 (11,119) 03/24/95 XE 2,612,071 3,164,524 (162,701) 03/24/95-05/24/95 AD 3,082,228 2,363,490 92,884 03/24/95-05/24/95 BF 54,377,595 1,724,324 (87,589) 03/24/95-06/22/95 CD 4,342,377 3,091,877 (17,064) 03/24/95-06/22/95 CH 9,286,428 7,284,469 (282,176) 03/24/95-06/22/95 DK 24,287,435 4,067,706 (125,046) 03/24/95-06/22/95 DM 27,340,943 17,762,745 (1,026,039) 03/24/95-06/22/95 FF 43,534,398 8,202,363 (279,944) 03/24/95-06/22/95 IT 8,856,438,040 5,403,326 121,646 03/24/95-06/22/95 JY 1,365,334,338 13,848,417 (374,925) 03/24/95-06/22/95 NG 3,415,114 2,003,430 (90,558) 03/24/95-06/22/95 NZ 3,897,356 2,463,113 9,128 03/24/95-06/22/95 SK 10,286,619 1,379,195 (18,912) 03/24/95-06/22/95 SP 513,363,079 3,865,044 (137,082) ----------- ----------- $87,492,315 $(2,503,079) =========== ----------- FOREIGN CURRENCY PURCHASES: 03/01/95-05/24/95 DK 20,440,272 $ 3,353,324 $ 174,717 03/02/95-06/22/95 DM 39,169,662 25,544,138 1,379,007 03/23/95-06/22/95 JY 1,604,667,710 16,314,309 412,282 03/24/95 BF 27,463,710 850,270 64,802 03/24/95 SK 8,243,792 1,088,701 35,341 03/24/95-06/22/95 IT 7,829,728,298 4,792,055 (124,155) 03/24/95-06/22/95 NG 3,355,870 1,921,027 135,012 03/24/95-06/22/95 XE 2,909,062 3,589,716 115,218 03/24/95-06/22/95 AD 2,970,091 2,229,202 (47,544) 03/24/95-06/22/95 CD 4,201,320 2,973,131 32,492 03/24/95-06/22/95 CH 9,269,875 7,088,375 442,480 03/24/95-06/22/95 FF 29,448,682 5,558,262 179,649 03/24/95-06/22/95 NZ 3,434,231 2,176,250 (12,480) 03/24/95-06/22/95 SP 498,746,118 3,747,948 140,481 03/24/95-06/22/95 UK 6,658,962 10,467,981 24,108 06/22/94 NK 2,726,600 419,929 4,106 ----------- ----------- $92,114,618 $ 2,955,516 =========== ----------- $ 452,437 ===========
CURRENCY LEGEND AD Australian Dollar BF Belgian Franc CD Canadian Dollar CH Swiss Franc DK Danish Kroner DM German Mark FF French Franc GD Greek Drachma IT Italian Lira JY Japanese Yen - -------------------------------------------------------------------------------- MR Malaysian Ringgitt NG Netherlands Guilder NK Norwegian Kroner NZ New Zealand Dollar SK Swedish Krona SP Spanish Peseta UK British Pounds Sterling XE European Currency Unit 6. INVESTMENT TRANSACTIONS The cost of security purchases and the proceeds from the sale of securities, other than short-term investments and U.S. government securities, during the period ended February 28, 1995, were as follows:
PURCHASES SALES (000) (000) --------- -------- Core International Equity Portfolio $276,432 $373,505 European Equity Portfolio 40,928 6,690 Pacific Basin Equity Portfolio 37,650 2,061 Emerging Markets Equity Portfolio 4,070 -- International Fixed Income Portfolio 91,156 77,265
The International Fixed Income Portfolio purchased $4,097,993 and sold $2,288,382 in U.S. government securities during the period ended February 28, 1995. For Federal income tax purposes, the cost of securities owned at February 28, 1995 and the net realized gains or losses on securities sold for the period then ended was not materially different from the amounts reported for financial reporting purposes. The aggregate gross unrealized appreciation and deprecia- tion at February 28, 1995 for each portfolio is as follows:
NET UNREALIZED APPRECIATED DEPRECIATED APPRECIATION/ SECURITIES SECURITIES (DEPRECIATION) (000) (000) (000) ------------ ----------- -------------- Core International Equity Portfolio $18,788 $16,959 $ 1,829 European Equity Portfolio 1,649 1,524 125 Pacific Basin Equity Portfolio 225 4,898 (4,673) Emerging Markets Equity Portfolio 126 72 54 International Fixed Income Portfolio 1,247 185 1,062
At February 28, 1995 the following Portfolios had available realized capital losses to offset future net capital gains through fiscal year 2003.
(000) ----- European Equity Portfolio $ 32 Pacific Basin Equity Portfolio 18 International Fixed Income Portfolio 795
NOTICE TO SHAREHOLDERS - -------------------------------------------------------------------------------- February 28, 1995 (Unaudited) For shareholders that do not have a February 28, 1995 taxable year end, this notice is for informational purposes only. For shareholders with a February 28, 1995 taxable year end, please consult your tax advisor as to the pertinence of this notice. For the fiscal year ended February 28, 1995 the Portfolios of the SEI Interna- tional Trust are designating long term capital gains and qualifying dividend income with regard to distributions paid during the year as follows:
(A) (B) LONG TERM ORDINARY CAPITAL GAINS INCOME TOTAL DISTRIBUTIONS DISTRIBUTIONS DISTRIBUTIONS PORTFOLIO (TAX BASIS) (TAX BASIS) (TAX BASIS) - --------- ------------- ------------- ------------- Core International Equity 100% 0% 100% European Equity 0% 100% 100% Pacific Basin Equity 0% 0% 0% Emerging Markets Equity 0% 0% 0% International Fixed Income 0% 100% 100% (C) (D) (E) QUALIFYING TAX-EXEMPT FOREIGN PORTFOLIO DIVIDENDS(1) INTEREST TAX CREDIT - --------- ------------- ------------- ------------- Core International Equity 0% 0% 0% European Equity 0% 0% 28% Pacific Basin Equity 0% 0% 0% Emerging Markets Equity 0% 0% 0% International Fixed Income 0% 0% 0%
(1) Qualifying dividends represent dividends which qualify for the corporate dividends received deduction. * Items (A) and (B) are based on the percentage of each fund's total distribu- tion. ** Item (C) is based on the percentage of ordinary income of each fund. *** Item (D) is based on the percentage of gross income of each fund. PART C: OTHER INFORMATION Item 24. Financial Statements and Exhibits: (a) Financial Statements The Registrant's audited financial statements for the Core International Equity Portfolio, European Equity Portfolio, Pacific Basin Equity Portfolio, Emerging Markets Equity Portfolio and International Fixed Income Portfolio for the fiscal year ended February 28, 1995, including Price Waterhouse LLP's report thereon, are filed as part of this Post-Effective Amendment No. 19 to the Registrant's Registration Statement on Form N-1A. Such financial statements and report thereon consist of the following: 1. Report of Independent Accountants 2. Statement of Net Assets/Schedule of Investments at February 28, 1995 3. Statement of Assets and Liabilities at February 28, 1995 4. Statement of Operations for the period ended February 28, 1995 5. Statement of Changes in Net Assets for the periods ended February 28, 1995 and February 28, 1994 6. Financial Highlights for the fiscal period ended February 28, 1995, and the fiscal years ended February 28, 1994, February 29, 1993, February 28, 1992 and February 28, 1991 7. Notes to Financial Statements dated February 28, 1995 (b) Exhibits (1) Agreement and Declaration of Trust/1/ (2) By-Laws/1/ (3) Not Applicable (4) Not Applicable (5)(a) Management Agreement between Registrant and SEI Financial Management Company/2/ (5)(b) Form of Investment Advisory Agreement between Registrant and Brinson Partners, Inc./4/ (5)(c) Form of Investment Advisory Agreement between Registrant and Strategic Fixed Income L.P./6/ (5)(d) Schedule C to Management Agreement between Registrant and SEI Financial Management Company adding the International Fixed Income Portfolio/8/ (5)(e) Form of Investment Advisory Agreement between Registrant and Morgan Grenfell Investment Services Ltd./10/ (5)(f) Form of Investment Advisory Agreement between Registrant and Schroder Capital Management International Limited/10/ (5)(g) Form of Investment Advisory Agreement between Registrant and SEI Financial Management Corporation./*/ (5)(h) Form of Investment Sub-Advisory Agreement between Registrant and Strategic Fixed Income L.P./*/ (5)(i) Form of Investment Sub-Advisory Agreement between Registrant and Morgan Grenfell Investment Services Ltd./*/ (5)(j) Form of Investment Sub-Advisory Agreement between Registrant and Schroder Capital Management International Limited/*/ (5)(k) Investment Sub-Advisory Agreement between Registrant and Montgomery Asset Management L.P./*/ (5)(l) Investment Sub-Advisory Agreement between Registrant and Acadian Asset Management, Inc./*/ (5)(m) Investment Sub-Advisory Agreement between Registrant and WorldInvest Limited./*/ (6) Distribution Agreement between Registrant and SEI Financial Services Company/2/ (7) Not Applicable (8)(a) Custodian Agreement between Registrant and State Street Bank and Trust Company/3/ (8)(b) Form of Custodian Agreement between Registrant and The Chase Manhattan Bank, N.A./7/ (9) Not Applicable (10) Opinion and Consent of Counsel/2/ (11) Consent of Independent Accountants/*/ (12) Not Applicable (13) Not Applicable (14) Not Applicable (15)(a) Distribution Plan (Class D)/8/ (15)(b) Form of Distribution Plan (Core International Equity Portfolio Class A)/9/ (15)(c) Form of Distribution Plan (International Fixed Income Portfolio)/9/ (16) Performance Quotation Computation/5/ (24) Powers of Attorney for Edward W. Binshadler, Richard F. Blanchard, Jeffrey A. Cohen, William M. Doran, F. Wendell Gooch, David G. Lee, Frank E. Morris, Robert A. Nesher, Carmen V. Romeo and James M. Storey/11/ _________________ * Filed herewith 1 Incorporated herein by reference to Registrant's Registration Statement on Form N-1A (File No. 33-22821) filed with the Securities and Exchange Commission ("SEC") on June 30, 1988. 2 Incorporated herein by reference to Pre-Effective Amendment No. 1 to Registrant's Registration Statement on Form N-1A (File No.33-22821), filed with the SEC on August 30, 1988. 3 Incorporated herein by reference to Item (8) of Part C of Post-Effective Amendment No. 1 to Registrant's Registration Statement on Form N-1A (File No. 33-22821), filed with the SEC on September 16, 1988. 4 Incorporated herein by reference to Post-Effective Amendment No. 6 to Registrant's Registration Statement on Form N-1A (File No.33-22821), filed with the SEC on May 16, 1991. 5 Incorporated herein by reference to Post-Effective Amendment No. 7 to Registrant's Registration Statement on Form N-1A (File No.33-22821), filed with the SEC on June 30, 1992. 6 Incorporated herein by reference to Post-Effective Amendment No. 9 to Registrant's Registration Statement on Form N-1A (File No.33-22821), filed with the SEC on March 31, 1993. 7 Incorporated herein by reference to Item (8)(c) of Part C of Post-Effective Amendment No. 9 to Registrant's Registration Statement on Form N-1A (File No. 33-22821), filed with the SEC on March 31, 1993. 8 Incorporated herein by reference to Post-Effective Amendment No. 10 to Registrant's Registration Statement on Form N-1A (File No.33-22821), filed with the SEC on June 28, 1993. 9 Incorporated herein by reference to Post-Effective Amendment No. 11 to Registrant's Registration Statement on Form N-1A (File No. 33- 22821), filed with the SEC on June 29, 1993. 10 Incorporated herein by reference to Post-Effective Amendment No. 16 to Registrant's Registration Statement on Form N-1A (File No. 33- 22821), filed with the SEC on May 2, 1994. 11 Incorporated herein by reference to Post-Effective Amendment No. 18 to Registrant's Registration Statement on Form N-1A (File No. 33-22821), filed with the SEC on October 28, 1994. Item 25. Persons Controlled by or Under Common Control with Registrant See the Prospectus and Statement of Additional Information regarding the Trust's control relationships. The Manager is a subsidiary of SEI Corporation which also controls the distributor of the Registrant (SEI Financial Services Company) and other corporations engaged in providing various financial and record keeping services, primarily to bank trust departments, pension plan sponsors and investment managers. Item 26. Number of Holders of Securities:
As of February 1, 1995 Number of Title of Class Record Holders -------------- -------------- Units of beneficial interest, without par value-- Core International Equity Portfolio--Class A.... 163 Core International Equity Portfolio--Class D.... 13 International Fixed Income Portfolio............ 70 European Equity Portfolio....................... 51 Pacific Basin Equity Portfolio.................. 54 Emerging Markets Equity Portfolio............... 5
Item 27. Indemnification: Article VIII of the Agreement and Declaration of Trust filed as Exhibit 1 to the Registration Statement is incorporated by reference. Insofar as indemnification for liabilities arising under the Securities Act of 1933, as amended (the "Act"), may be permitted to trustees, directors, officers and controlling persons of the Registrant by the Registrant pursuant to the Registrant's Agreement and Declaration of Trust or otherwise, the Registrant is aware that in the opinion of the Securities and Exchange Commission, such indemnification is against public policy as expressed in the Act and, therefore, is unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by trustees, directors, officers or controlling persons of the Registrant in connection with the successful defense of any act, suit or proceeding) is asserted by such trustees, directors, officers or controlling persons in connection with the shares being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue. Item 28. Business and Other Connections of Investment Adviser: Strategic Fixed Income L.P. Strategic Fixed Income L.P. ("Strategic") is the investment sub-adviser for Registrant's International Fixed Income Portfolio. The principal business address of Strategic is 1001 Nineteenth Street North, 16th Floor, Arlington, Virginia 22209. Strategic is an investment adviser registered under the Advisers Act. The list required by this Item 28 of officers and directors of Strategic, together with information as to any other business, profession, vocation or employment of substantial nature engaged in by such officers and directors during the past two years, is incorporated by reference to Schedules A and D of Form ADV filed by Strategic pursuant to the Advisers Act (SEC File No. 801- 38734). Morgan Grenfell Investment Services Limited Morgan Grenfell Investment Services Limited ("Morgan Grenfell") is the investment sub-adviser for Registrant's European Equity Portfolio. The principal business address of Morgan Grenfell is 20 Finsbury Circus, London EC2M INB, England. Morgan Grenfell is an investment adviser registered under the Advisers Act. The list required by this Item 28 of officers and directors of Morgan Grenfell, together with information as to any other business, profession, vocation or employment of substantial nature engaged in by such officers and directors during the past two years, is incorporated by reference to Schedules A and D of Form ADV filed by Morgan Grenfell pursuant to the Advisers Act (SEC File No. 801-12880). Schroder Capital Management International Limited Schroder Capital Management International Limited ("Schroder") is the investment sub-adviser for Registrant's Pacific Basin Equity Portfolio. The principal business address of Schroder is 33 Gutter Lane, London EC2V 8AS, England. Schroder is an investment adviser registered under the Advisers Act. The list required by this Item 28 of officers and directors of Schroder, together with information as to any other business, profession, vocation or employment of substantial nature engaged in by such officers and directors during the past two years, is incorporated by reference to Schedules A and D of Form ADV filed by Schroder pursuant to the Advisers Act (SEC File No. 801- 15834). SEI Financial Management Company SEI Financial Management Company ("SFM") is the investment adviser for Registrant's Core International Equity, European Equity, Pacific Basin Equity, Emerging Markets Equity and International Fixed Income Portfolios. The principal address of SFM is 680 East Swedesford Road, Wayne, Pennsylvania 19087. SFM is an investment adviser registered under the Advisers Act. The list required by this Item 28 of officers and directors of SFM, together with information as to any other business, profession, vocation or employment of a substantial nature engaged in by such officers and directors during the past two years, is incorporated by reference to Schedules A and D of Form ADV filed by SFM pursuant to the Advisers Act (SEC File No. 801-24593). Montgomery Asset Management, L.P. Montgomery Asset Management, L.P. ("MAM") is the investment sub-adviser for Registrant's Emerging Markets Equity Portfolio. The principal address of MAM is 600 Montgomery Street, San Francisco, California 94111. MAM is an investment adviser registered under the Advisers Act. The list required by this Item 28 of officers and directors of MAM, together with information as to any other business, profession, vocation or employment of a substantial nature engaged in by such officers and directors during the past two years, is incorporated by reference to Schedules A and D of Form ADV filed by MAM pursuant to the Advisers Act (SEC File No. 801-36790). Acadian Asset Management, Inc. Acadian Asset Management, Inc. ("Acadian") is the investment sub-adviser for Registrant's Core International Equity Portfolio. The principal address of Acadian is 260 Franklin Street, 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). WorldInvest Limited WorldInvest Limited ("WorldInvest") is the investment sub-adviser for Registrant's Core International Equity Portfolio. The principal address of WorldInvest is 56 Russell Square, London, England. The list required by this Item 28 of officers and directors of WorldInvest, 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 WorldInvest pursuant to the Advisers Act (SEC File No. 801- 26315). Item 29. Principal Underwriters: (a) Furnish the name of each investment company (other than the Registrant) for which each principal underwriter currently distributing securities of the Registrant also acts as a principal underwriter, depositor or investment adviser: Registrant's distributor, SEI Financial Services Company ("SFS"), acts as distributor for:
SEI Daily Income Trust July 15, 1982 SEI Liquid Asset Trust November 29, 1982 SEI Tax Exempt Trust December 3, 1982 SEI Index Funds July 10, 1985 SEI Institutional Managed Trust January 22, 1987 SEI International Trust August 30, 1988 Stepstone Funds January 30, 1991 The Compass Capital Group March 8, 1991 FFB Lexicon Funds October 18, 1991 The Advisors' Inner Circle Fund November 14, 1991 The Pillar Funds February 28, 1992 CUFund May 1, 1992 STI Classic Funds May 29, 1992 CoreFunds, Inc. October 30, 1992 First American Funds, Inc. November 1, 1992 First American Investment Funds, Inc. November 1, 1992 The Arbor Fund January 28, 1993 1784 Funds June 1, 1993
Marquis/SM/ Funds August 17, 1993 Morgan Grenfell Investment Trust January 3, 1994 The PBHG Funds, Inc. July 16, 1993 Nationar Funds, Inc. June 15, 1994 Inventor Funds, Inc. August 1, 1994 The Achievement Funds Trust December 27, 1994 Insurance Investment Products Trust December 30, 1994 Bishop Street Funds January 27, 1995 CrestFunds, Inc. March 1, 1995
SFS provides numerous financial services to investment managers, pension plan sponsors, and bank trust departments. These services include portfolio evaluation, performance measurement and consulting services ("Funds Evaluation") and automated execution, clearing and settlement of securities transactions ("MarketLink").
Position and Office Positions and Offices Name with Underwriter with Registrant - ---- ------------------- --------------------- Alfred P. West, Jr. Director, Chairman & Chief -- Executive Officer Henry H. Greer Director, President & Chief -- Operating Officer Carmen V. Romeo Director, Executive Vice -- President & Treasurer Richard B. Lieb Executive Vice President -- Edward Loughlin Executive Vice President, -- President-Insurance Asset Services Division & Asset Management Services Division Charles A. Marsh Executive Vice President -- Richard Bunker Senior Vice President -- Leo J. Dolan, Jr. Senior Vice President -- Carl A. Guarino Senior Vice President -- David G. Lee Senior Vice President President Ann M. Luther Senior Vice President -- Dennis J. McGonigle Senior Vice President -- Charles Oat Senior Vice -- President-Insurance Asset Services Division Steven Onofrio Senior Vice President -- Kevin P. Robins Senior Vice President, -- General Counsel & Secretary Robert Wagner Senior Vice President -- Eugene R. Weber Senior Vice President -- Kenneth Zimmer Senior Vice President -- Robert Crudup Managing Director -- Vic Galef Managing Director -- Kim Kirk Managing Director -- John Krzeminski Managing Director -- Carolyn McLaurin Managing Director -- Barbara Moore Managing Director -- Donald Pepin Managing Director -- Mark Samuels Managing Director -- Wayne M. Withrow Managing Director --
Position and Office Positions and Offices Name with Underwriter with Registrant - ---- ---------------- --------------- Mick Duncan Team Leader -- Robert Ludwig Team Leader -- Vicki Malloy Team Leader -- John Avgoustis Vice President -- Jeffrey Berta Vice President -- Cris Brookmyer Vice President -- & Controller Jay Brown Vice President -- Robert B. Carroll Vice President & Assistant -- Secretary James Coffin Vice President-Asset -- Management Services Division Lucinda Duncalfe Vice President -- Susan R. Hartley Vice President -- Paul Horak Vice President -- Robert S. Ludwig Vice President -- Carolyn McLaurin Vice President -- Roger Messina Vice President -- Sandra K. Orlow Vice President -- Joel Shwimer Vice President -- Daniel Spaventa Vice President -- Kathryn L. Stanton Vice President & Assistant -- Secretary Colin K. Wahl Vice President -- Joyce Waterman Vice President -- Raymond B. Webster Vice President -- Mark S. Wilson Vice President --
Item 30. Location of Accounts and Records: Books or other documents required to be maintained by Section 31(a) of the Investment Company Act of 1940, as amended (the "1940 Act"), and the rules promulgated thereunder, are maintained as follows: (a) With respect to Rules 31a-1(a); 31a-1(b)(1); (2)(a) and (b); (3); (6); (8); (12); and 31a-1(d), the required books and records are maintained at the offices of the Portfolios' Custodians: State Street Bank and Trust Company 225 Franklin Street Boston, MA 02110 Chase Manhattan Bank, N.A. Chase MetroTech Center Brooklyn, NY 11245 (b)/(c) With respect to Rules 31a-1(a); 31a-1(b)(1), (4); (2)(C) and (D); (4); (5); (6); (8); (9); (10); (11); and 31a-1(f), the required books and records are maintained at the offices of Registrant's Manager: SEI Financial Management Corporation 680 E. Swedesford Road Wayne, PA 19087 (d) With respect to Rules 31a-(b)(5); (6), (9) and (10) and 31a-1(f), the required books and records are maintained at the offices of Registrant's Advisers: Strategic Fixed Income L.P. 1001 Nineteenth Street North, 16th Floor Arlington, VA 22209 Morgan Grenfell Investment Services Limited 20 Finsbury Circus London EC2M INB England Schroder Capital Management International Limited 33 Gutterlane London ECZV 8AS England SEI Financial Management Corporation 680 East Swedesford Road Wayne, PA 19087 Montgomery Asset Management, L.P. 600 Montgomery Street San Francisco, CA 94111 Acadian Asset Management, Inc. 260 Franklin Street Boston, MA 02110 WorldInvest Limited 56 Russell Square London, England 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. 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. 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 has duly caused this Amendment No. 19 to the Registration Statement No. 33-22821 to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Wayne, Commonwealth of Pennsylvania on the 27th day of April, 1995. SEI INTERNATIONAL TRUST By /s/ DAVID G. LEE ------------------------- David G. Lee, President ATTEST: /s/ JEFFREY A. COHEN ------------------------------- Jeffrey A. Cohen, Controller Pursuant to the requirements of the Securities Act of 1933, this Amendment to the Registration Statement has been signed below by the following persons in the capacity on the dates indicated. * Trustee April 27, 1995 - ------------------------------ Richard F. Blanchard * Trustee April 27, 1995 - ------------------------------ William M. Doran * Trustee April 27, 1995 - ------------------------------ F. Wendell Gooch * Trustee April 27, 1995 - ------------------------------ Frank E. Morris * Trustee April 27, 1995 - ------------------------------ James M. Storey * Trustee April 27, 1995 - ------------------------------ Robert A. Nesher /s/ JEFFREY A. COHEN Controller & Assistant April 27, 1995 - ------------------------------ Secretary Jeffrey A. Cohen /s/ CARMEN V. ROMEO Treasurer & Assistant April 27, 1995 - ------------------------------ Secretary Carmen V. Romeo *By /s/ DAVID G. LEE ------------------------- David G. Lee Attorney-in-Fact Exhibit Index Exhibit Page - ------- ---- (1) Agreement and Declaration of Trust/1/ (2) By-Laws/1/ (3) Not Applicable (4) Not Applicable (5)(a) Management Agreement between Registrant and SEI Financial Management Company/2/ (5)(b) Form of Investment Advisory Agreement between Registrant and Brinson Partners, Inc./4/ (5)(c) Form of Investment Advisory Agreement between Registrant and Strategic Fixed Income L.P./6/ (5)(d) Schedule C to Management Agreement between Registrant and SEI Financial Management Company adding the International Fixed Income Portfolio/8/ (5)(e) Form of Investment Advisory Agreement between Registrant and Morgan Grenfell Investment Services Ltd./10/ (5)(f) Form of Investment Advisory Agreement between Registrant and Schroder Capital Management International Limited/10/ (5)(g) Form of Investment Advisory Agreement between Registrant and SEI Financial Management Corporation./*/ (5)(h) Form of Investment Sub-Advisory Agreement between Registrant and Strategic Fixed Income L.P./*/ (5)(i) Form of Investment Sub-Advisory Agreement between Registrant and Morgan Grenfell Investment Services Ltd./*/ (5)(j) Form of Investment Sub-Advisory Agreement between Registrant and Schroder Capital Management International Limited/*/ (5)(k) Investment Sub-Advisory Agreement between Registrant and Montgomery Asset Management L.P./*/ (5)(l) Investment Sub-Advisory Agreement between Registrant and Acadian Asset Management, Inc./*/ (5)(m) Investment Sub-Advisory Agreement between Registrant and WorldInvest Limited./*/ (6) Distribution Agreement between Registrant and SEI Financial Services Company/2/ (7) Not Applicable (8)(a) Custodian Agreement between Registrant and State Street Bank and Trust Company/3/ (8)(b) Form of Custodian Agreement between Registrant and The Chase Manhattan Bank, N.A./7/ (9) Not Applicable (10) Opinion and Consent of Counsel/2/ (11) Consent of Independent Accountants/*/ (12) Not Applicable (13) Not Applicable (14) Not Applicable (15)(a) Distribution Plan (Class D)/8/ (15)(b) Form of Distribution Plan (Core International Equity Portfolio Class A)/9/ (15)(c) Form of Distribution Plan (International Fixed Income Portfolio)/9/ (16) Performance Quotation Computation /5/ (24) Powers of Attorney for Edward W. Binshadler, Richard F. Blanchard, Jeffrey A. Cohen, William M. Doran, F. Wendell Gooch, David G. Lee, Frank E. Morris, Robert A. Nesher, Carmen V. Romeo, and James A. Storey/11/ - -------------- * Filed herewith 1 Incorporated herein by reference to Registrant's Registration Statement on Form N-1A (File No. 33-22821) filed with the Securities and Exchange Commission ("SEC") on June 30, 1988 2 Incorporated herein by reference to Pre-Effective Amendment No. 1 to Registrant's Registration Statement on Form N-1A (File No.33-22821), filed with the SEC on August 30, 1988 3 Incorporated herein by reference to Item (8) of Part C of Post-Effective Amendment No. 1 to Registrant's Registration Statement on Form N-1A (File No. 33-22821), filed with the SEC on September 16, 1988 4 Incorporated herein by reference to Post-Effective Amendment No. 6 to Registrant's Registration Statement on Form N-1A (File No.33-22821), filed with the SEC on May 16, 1991 5 Incorporated herein by reference to Post-Effective Amendment No. 7 to Registrant's Registration Statement on Form N-1A (File No.33-22821), filed with the SEC on June 30, 1992 6 Incorporated herein by reference to Post-Effective Amendment No. 9 to Registrant's Registration Statement on Form N-1A (File No. 33-22821), filed with the SEC on March 31, 1993 7 Incorporated herein by reference to Item (8)(c) of Part C of Post-Effective Amendment No. 9 to Registrant's Registration Statement on Form N-1A (File No. 33-22821), filed with the SEC on March 31, 1993 8 Incorporated herein by reference to Post-Effective Amendment No. 10 to Registrant's Registration Statement on Form N-1A (File No.33-22821), filed with the SEC on June 28, 1993 9 Incorporated herein by reference to Post-Effective Amendment No. 11 to Registrant's Registration Statement on Form N-1A (File No.33-22821), filed with the SEC on June 29, 1993 10 Incorporated herein by reference to Post-Effective Amendment No. 16 to Registrant's Registration Statement on Form N-1A (File No. 33-22821), filed with the SEC on May 2, 1994 11 Incorporated herein by reference to Post-Effective Amendment No. 18 to Registrant's Registration Statement on Form N-1A (File No. 33-22821), filed with the SEC on October 28, 1994 EX-99.B.5.G 2 ADVISORY AGREEMENT Exhibit 5(g) INVESTMENT ADVISORY AGREEMENT SEI INTERNATIONAL TRUST AGREEMENT made this 16th day of December, 1994, by and between SEI International Trust, a Massachusetts business trust (the "Trust"), and SEI Financial Management Corporation, (the "Adviser"). WHEREAS, the Trust is an open-end management investment company registered under the Investment Company Act of 1940, as amended (the "1940 Act"), consisting of several portfolios of shares, each having its own investment policies; and WHEREAS, the Trust desires to retain the Adviser to render investment management services with respect to its Core International Equity and Emerging Markets Equity Portfolios and such other portfolios as the Trust and the Adviser may agree upon (the "Portfolios"), and the Adviser is willing to render such services: NOW, THEREFORE, in consideration of mutual covenants herein contained, the parties hereto agree as follows: 1. DUTIES OF THE ADVISER. The Trust employs the Adviser to manage the investment and reinvestment of the assets, to hire (subject to the approval of the Trust's Board of Trustees and, except as otherwise permitted under the terms of any exemptive relief obtained by the Adviser from the Securities and Exchange Commission, or by rule or regulation, a majority of the outstanding voting securities of any affected Portfolio(s)) and thereafter supervise the investment activities of one or more sub-advisers deemed necessary to carry out the investment program of any Portfolios of the Trust, and to continuously review, supervise and (where appropriate) administer the investment program of the Portfolios, to determine in its discretion (where appropriate) the securities to be purchased or sold, to provide the Administrator and the Trust with records concerning the Adviser's activities which the Trust is required to maintain, and to render regular reports to the Administrator and to the Trust's officers and Trustees concerning the Adviser's discharge of the foregoing responsibilities. The retention of a sub-adviser by the Adviser shall not relieve the Adviser of its responsibilities under this Agreement. The Adviser shall discharge the foregoing responsibilities subject to the control of the Board of Trustees of the Trust and in compliance with such policies as the Trustees may from time to time establish, and in compliance with the objectives, policies, and limitations for each such Portfolio set forth in the Trust's prospectus and statement of additional information, as amended from time to time (referred to collectively as the "Prospectus"), and applicable laws and regulations. The Trust will furnish the Adviser from time to time with copies of all amendments or supplements to the Prospectus, if any. The Adviser accepts such employment and agrees, at its own expense, to render the services and to provide the office space, furnishings and equipment and the personnel (including any sub-advisers) required by it to perform the services on the terms and for the compensation provided herein. The Adviser will not, however, pay for the cost of securities, commodities, and other investments (including brokerage commissions and other transaction charges, if any) purchased or sold for the Trust. 2. DELIVERY OF DOCUMENTS. The Trust has furnished Adviser with copies properly certified or authenticated of each of the following: 1 (a) The Trust's Agreement and Declaration of Trust, as filed with the Secretary of State of the Commonwealth of Massachusetts (such Agreement and Declaration of Trust, as presently in effect and as it shall from time to time be amended, is herein called the "Declaration of Trust"); (b) By-Laws of the Trust (such By-Laws, as in effect on the date of this Agreement and as amended from time to time, are herein called the "By- Laws"); (c) Prospectus(es) of the Portfolio(s). 3. OTHER COVENANTS. The Adviser agrees that it: (a) will comply with all applicable Rules and Regulations of the Securities and Exchange Commission and will in addition conduct its activities under this Agreement in accordance with other applicable law; (b) will place orders pursuant to its investment determinations for the Portfolios either directly with the issuer or with any broker or dealer. In executing Portfolio transactions and selecting brokers or dealers, the Adviser will use its best efforts to seek on behalf of the Portfolio the best overall terms available. In assessing the best overall terms available for any transaction, the Adviser shall consider all factors that it deems relevant, including the breadth of the market in the security, the price of the security, the financial condition and execution capability of the broker or dealer, and the reasonableness of the commission, if any, both for the specific transaction and on a continuing basis. In evaluating the best overall terms available, and in selecting the broker-dealer to execute a particular transaction the Adviser may also consider the brokerage and research services (as those terms are defined in Section 28(e) of the Securities Exchange Act of 1934) provided to the Portfolio and/or other accounts over which the Adviser or an affiliate of the Adviser may exercise investment discretion. The Adviser is authorized, subject to the prior approval of the Trust's Board of Trustees, to pay to a broker or dealer who provides such brokerage and research services a commission for executing a portfolio transaction for any of the Portfolios which is in excess of the amount of commission another broker or dealer would have charged for effecting that transaction if, but only if, the Adviser determines in good faith that such commission was reasonable in relation to the value of the brokerage and research services provided by such broker or dealer - - viewed in terms of that particular transaction or terms of the overall responsibilities of the Adviser to the Portfolio. In addition, the Adviser is authorized to allocate purchase and sale orders for portfolio securities to brokers or dealers (including brokers and dealers that are affiliated with the Adviser or the Trust's principal underwriter) to take into account the sale of shares of the Trust if the Adviser believes that the quality of the transaction and the commission are comparable to what they would be with other qualified firms. In no instance, however, will any Portfolio's securities be purchased from or sold to the Adviser, any sub-adviser engaged with respect to that Portfolio, the Trust's principal underwriter, or any affiliated person of either the Trust, the Adviser, and sub-adviser or the principal underwriter, acting as principal in the transaction, except to the extent permitted by the Securities and Exchange Commission and the 1940 Act. 4. COMPENSATION OF THE ADVISER. For the services to be rendered by the Adviser as provided in Sections 1 and 2 of this Agreement, the Trust shall pay to the Adviser compensation at the rate(s) specified in the Schedule(s) which are attached hereto and made a part of this Agreement. Such compensation shall be paid to the Adviser at the end of each month, and calculated by applying a 2 daily rate, based on the annual percentage rates as specified in the attached Schedule(s), to the assets of the Portfolio. The fee shall be based on the average daily net assets for the month involved. The Adviser may, in its discretion and from time to time, waive a portion of its fee. All rights of compensation under this Agreement for services performed as of the termination date shall survive the termination of this Agreement. 5. EXCESS EXPENSES. If the expenses for any Portfolio for any fiscal year (including fees and other amounts payable to the Adviser, but excluding interest, taxes, brokerage costs, litigation, and other extraordinary costs) as calculated every business day would exceed the expense limitations imposed on investment companies by any applicable statute or regulatory authority of any jurisdiction in which Shares are qualified for offer and sale, the Adviser shall bear such excess cost. However, the Adviser will not bear expenses of the Trust or any Portfolio which would result in the Trust's inability to qualify as a regulated investment company under provisions of the Internal Revenue Code. Payment of expenses by the Adviser pursuant to this Section 5 shall be settled on a monthly basis (subject to fiscal year end reconciliation) by a waiver of the Adviser's fees provided for hereunder, and such waiver shall be treated as a reduction in the purchase price of the Adviser's services. 6. REPORTS. The Trust and the Adviser agree to furnish to each other, if applicable, current prospectuses, proxy statements, reports to shareholders, certified copies of their financial statements, and such other information with regard to their affairs as each may reasonably request. The Adviser further agrees to furnish to the Trust, if applicable, the same such documents and information pertaining to any sub- adviser as the Trust may reasonably request. 7. STATUS OF THE ADVISER. The services of the Adviser to the Trust are not to be deemed exclusive, and the Adviser shall be free to render similar services to others so long as its services to the Trust are not impaired thereby. The Adviser shall be deemed to be an independent contractor and shall, unless otherwise expressly provided or authorized, have no authority to act for or represent the Trust in any way or otherwise be deemed an agent of the Trust. To the extent that the purchase or sale of securities or other investments of any issuer may be deemed by the Adviser to be suitable for two or more accounts managed by the Adviser, the available securities or investments may be allocated in a manner believed by the Adviser to be equitable to each account. It is recognized that in some cases this may adversely affect the price paid or received by the Trust or the size or position obtainable for or disposed by the Trust or any Portfolio. 8. CERTAIN RECORDS. Any records required to be maintained and preserved pursuant to the provisions of Rule 31a-1 and Rule 31a-2 promulgated under the 1940 Act which are prepared or maintained by the Adviser (or any sub- adviser) on behalf of the Trust are the property of the Trust and will be surrendered promptly to the Trust on request. The Adviser further agrees to preserve for the periods prescribed in Rule 31a-2 under the 1940 Act the records required to be maintained under Rule 31a-1 under the 1940 Act. 9. LIMITATION OF LIABILITY OF THE ADVISER. The duties of the Adviser shall be confined to those expressly set forth herein, and no implied duties are assumed by or may be asserted against the Adviser hereunder. The Adviser shall not be liable for any error of judgment or mistake of law or for any loss arising out of any investment or for any act or omission in carrying out its duties 3 hereunder, except a loss resulting from willful misfeasance, bad faith or gross negligence in the performance of its duties, or by reason of reckless disregard of its obligations and duties hereunder, except as may otherwise be provided under provisions of applicable state law which cannot be waived or modified hereby. (As used in this Section 9, the term "Adviser" shall include directors, officers, employees and other corporate agents of the Adviser as well as that corporation itself). 10. PERMISSIBLE INTERESTS. Trustees, agents, and shareholders of the Trust are or may be interested in the Adviser (or any successor thereof) as directors, partners, officers, or shareholders, or otherwise; directors, partners, officers, agents, and shareholders of the Adviser are or may be interested in the Trust as Trustees, officers, shareholders or otherwise; and the Adviser (or any successor) is or may be interested in the Trust as a shareholder or otherwise subject to the provisions of applicable law. All such interests shall be fully disclosed between the parties on an ongoing basis and in the Trust's Prospectus as required by law. In addition, brokerage transactions for the Trust may be effected through affiliates of the Adviser or any sub-adviser if approved by the Board of Trustees, subject to the rules and regulations of the Securities and Exchange Commission. 11. DURATION AND TERMINATION. This Agreement, unless sooner terminated as provided herein, shall remain in effect until two years from date of execution, and thereafter, for periods of one year so long as such continuance thereafter is specifically approved at least annually (a) by the vote of a majority of those Trustees of the Trust who are not parties to this Agreement or interested persons of any such party, cast in person at a meeting called for the purpose of voting on such approval, and (b) by the Trustees of the Trust or by vote of a majority of the outstanding voting securities of each Portfolio; provided, however, that if the shareholders of any Portfolio fail to approve the Agreement as provided herein, the Adviser may continue to serve hereunder in the manner and to the extent permitted by the 1940 Act and rules and regulations thereunder. The foregoing requirement that continuance of this Agreement be "specifically approved at least annually" shall be construed in a manner consistent with the 1940 Act and the rules and regulations thereunder. This Agreement may be terminated as to any Portfolio at any time, without the payment of any penalty by vote of a majority of the Trustees of the Trust or by vote of a majority of the outstanding voting securities of the Portfolio on not less than 30 days nor more than 60 days written notice to the Adviser, or by the Adviser at any time without the payment of any penalty, on 90 days written notice to the Trust. This Agreement will automatically and immediately terminate in the event of its assignment. As used in this Section 11, the terms "assignment", "interested persons", and a "vote of a majority of the outstanding voting securities" shall have the respective meanings set forth in the 1940 Act and the rules and regulations thereunder, subject to such exemptions as may be granted by the Securities and Exchange Commission. 12. GOVERNING LAW. This Agreement shall be governed by the internal laws of the Commonwealth of Massachusetts, without regard to conflict of law principles; provided, however that nothing herein shall be construed as being inconsistent with the 1940 Act. 13. NOTICE: Any notice, advice or report to be given pursuant to this Agreement shall be deemed sufficient if delivered or mailed by registered, certified or overnight mail, postage prepaid addressed by the party giving notice to the other party at the last address furnished by the other party: 4 To the Adviser at: SEI Financial Management Corporation 680 East Swedesford Road Wayne, PA 19087 Attn: Legal Department To the Trust at: SEI Financial Management Corporation 680 East Swedesford Road Wayne, PA 19087 Attn: Legal Department 14. SEVERABILITY. If any provision of this Agreement shall be held or made invalid by a court decision, statute, rule or otherwise, the remainder of this Agreement shall not be affected thereby. 15. ENTIRE AGREEMENT. This Agreement embodies the entire agreement and understanding between the parties hereto, and supersedes all prior agreements and understandings relating to this Agreement's subject matter. This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, but such counterparts shall, together, constitute only one instrument. A copy of the Declaration of Trust of the Trust is on file with the Secretary of State of the Commonwealth of Massachusetts, and notice is hereby given that this instrument is executed on behalf of the Trustees of the Trust as Trustees, and is not binding upon any of the Trustees, officers, or shareholders of the Trust individually but binding only upon the assets and property of the Trust. No Portfolio of the Trust shall be liable for the obligations of any other Portfolio of the Trust. Without limiting the generality of the foregoing, the Adviser shall look only to the assets of a particular Portfolio for payment of fees for services rendered to that Portfolio. Where the effect of a requirement of the 1940 Act reflected in any provision of this Agreement is altered by a rule, regulation or order of the Commission, whether of special or general application, such provision shall be deemed to incorporate the effect of such rule, regulation or order. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the day and year first written above. SEI International Trust SEI Financial Management Corporation By: By: - -------------------------------------------------------------------------------- Attest: Attest: - -------------------------------------------------------------------------------- 5 Schedule A to the Investment Advisory Agreement between SEI International Trust and SEI Financial Management Corporation Pursuant to Article 4, the Trust shall pay the Adviser compensation at an annual rate as follows: Emerging Markets Equity Portfolio 1.05% Core International Equity Portfolio (formerly, .475% International Equity Portfolio) 6 Schedule B to the Investment Advisory Agreement between SEI International Trust and SEI Financial Management Corporation Pursuant to Article 4, the Trust shall pay the Adviser compensation at an annual rate as follows: International Fixed Income .45% Pacific Basin Equity .55% European Equity .475% 7 EX-99.B.5.H 3 SUB-ADVISORY AGREEMENT Exhibit 5(h) ------------ INVESTMENT SUB-ADVISORY AGREEMENT SEI INTERNATIONAL TRUST AGREEMENT made this _____ day of ______, 1995, by and among SEI Financial Management Corporation, (the "Adviser") and Strategic Fixed Income L.P. (the "Sub-Adviser"). WHEREAS, SEI International Trust, a Massachusetts business trust (the "Trust") is registered as an open-end management investment company under the Investment Company Act of 1940, as amended (the "1940 Act"); and WHEREAS, the Adviser has entered into an Investment Advisory Agreement dated December 16, 1994 (the "Advisory Agreement") with the Trust, pursuant to which the Adviser will act as investment adviser to the International Fixed Income Portfolio (the "Portfolio"), which is a series of the Trust; and WHEREAS, the Adviser, with the approval of the Trust, desires to retain the Sub-Adviser to provide investment advisory services to the Adviser in connection with the management of the Portfolio, and the Sub-Adviser is willing to render such investment advisory services. NOW, THEREFORE, the parties hereto agree as follows: 1. DUTIES OF THE SUB-ADVISER. Subject to supervision by the Adviser and the Trust's Board of Trustees, the Sub-Adviser shall manage the investment operations of the Portfolio and the composition of the Portfolio, including the purchase, retention and disposition of securities and other assets, in accordance with the Portfolio's investment objectives, policies and restrictions as stated in the Portfolio's prospectus and statement of additional information, as currently in effect and as amended or supplemented from time to time (referred to collectively as the "Prospectus"), and subject to the following: (a) The Sub-Adviser shall provide supervision of the Portfolio's investments and determine from time to time what investments and securities will be purchased, retained or sold by the Portfolio, and what portion of the assets will be invested or held uninvested in cash. (b) In the performance of its duties and obligations under this Agreement, the Sub-Adviser shall act in conformity with the Trust's Declaration of Trust (as defined herein) and the Prospectus and with the instructions and directions of the Adviser and of the Board of Trustees of the Trust and will conform to and comply with the requirements of the 1940 Act, the Internal Revenue Code of 1986, and all other applicable federal and state laws and regulations, as each is amended from time to time. (c) The Sub-Adviser shall determine the securities to be purchased or sold by the Portfolio and will place orders with or through such persons, brokers or dealers to carry out the policy with respect to brokerage set forth in the Portfolio's Registration Statement (as defined herein) and Prospectus or as the Board of Trustees or the Adviser may direct from time to time, in conformity with federal securities laws. In executing Portfolio transactions and selecting brokers or dealers, the Sub-Adviser will use its best efforts to seek on behalf of the Portfolio the best overall terms available. In assessing the best overall terms available for any transaction, the Sub-Adviser shall consider all factors that it deems relevant, including the breadth of the market in the security, the price of the security, the financial condition and execution capability of the broker or dealer, and the reasonableness of the commission, if any, both for the specific transaction and on a continuing basis. In evaluating the best overall terms available, and in selecting the broker-dealer to execute a particular transaction the Sub-Adviser may also consider the brokerage and research services (as those terms are defined in Section 28(e) of the Securities Exchange Act of 1934) provided to the Portfolio and/or other accounts over which the Sub-Adviser or an affiliate of the Sub-Adviser may exercise investment discretion. The Sub-Adviser is authorized, subject to the prior approval of the Trust's Board of Trustees, to pay to a broker or dealer who provides such brokerage and research services a commission for executing a portfolio transaction for any of the Portfolios which is in excess of the amount of commission another broker or dealer would have charged for effecting that transaction if, but only if, the Sub-Adviser determines in good faith that such commission was reasonable in relation to the value of the brokerage and research services provided by such broker or dealer - - viewed in terms of that particular transaction or terms of the overall responsibilities of the Sub-Adviser to the Portfolio. In addition, the Sub-Adviser if authorized to allocate purchase and sale orders for portfolio securities to brokers or dealers (including brokers and dealers that are affiliated with the Sub-Adviser or the Trust's principal underwriter) to take into account the sale of shares of the Trust if the Sub-Adviser believes that the quality of the transaction and the commission are comparable to what they would be with other qualified firms. In no instance, however, will any Portfolio's securities be purchased from or sold to the Sub-Adviser, the Trust's principal underwriter, or any affiliated person of either the Trust, the Sub-Adviser or the principal underwriter, acting as principal in the transaction, except to the extent permitted by the Securities and Exchange Commission and the 1940 Act. (d) The Sub-Adviser shall maintain all books and records with respect to the Portfolio's portfolio transactions required by subparagraphs (b)(5), (6), (7), (9), (10) and (11) and paragraph (f) of Rule 31a-1 under the 1940 Act and shall render to the Adviser or Board of Trustees such periodic and special reports as the Adviser or Board of Trustees may reasonably request. The Sub-Adviser shall keep the Portfolio's books and records required to be maintained by the Sub-Adviser of this Agreement and shall timely furnish to the Adviser all information relating to the Sub-Adviser's services under this Agreement needed by the Adviser to keep the other books and records of the Portfolio required by Rule 31a-1 under the 1940 Act. The Sub-Adviser shall also furnish to the Adviser any other information that is required to be filled by the Adviser or the Trust with the Securities and Exchange Commission ("SEC") or sent to shareholders under the 1940 Act (including the rules adopted thereunder) or any exemptive or other relief that the Adviser or the Trust obtains from the SEC. The Sub-Adviser agrees that all records that it maintains on behalf of the Portfolio are property of the Portfolio and the Sub-Adviser will surrender promptly to the Portfolio any of such records upon the Portfolio's request; provided, however, that the Sub-Adviser may retain a copy of such records. In addition, for the duration of this Agreement, the Sub-Adviser shall preserve for the periods prescribed by Rule 31a-2 under the 1940 Act any such records as are required to be maintained by it pursuant to this Agreement, and shall transfer said records to any successor Sub-Adviser upon the termination of his Agreement (or, if there is no successor Sub-Adviser, to the Adviser). (e) The Sub-Adviser shall provide the Portfolio's custodian on each business day with information relating to all transactions concerning the Portfolio's assets and shall provide the Adviser with such information upon request of the Adviser. (f) The investment management services provided by the Sub-Adviser under this Agreement are not to be deemed exclusive and the Sub-Adviser shall be free to render similar services to others, as long as such services do not impair the services rendered to the Adviser or the Trust. (g) The Sub-Adviser shall promptly notify the Adviser of any financial condition that is likely to impair the Sub-Adviser's ability to fulfill its commitment under this Agreement. Services to be furnished by the Sub-Adviser under this Agreement may be furnished through the medium of any of the Sub-Adviser's partners, officers or employees. 2. DUTIES OF THE ADVISER. The Adviser shall continue to have responsibility for all services to be provided to the Portfolio pursuant to the Advisory Agreement and shall oversee and review the Sub-Adviser's performance of its duties under this Agreement; provided, however, that nothing herein shall be construed to relieve the Sub-Adviser of responsibility for compliance with the Portfolio's investment objectives, policies, and restrictions, as provided in Section 1 hereunder. 3. DELIVERY OF DOCUMENTS. The Adviser has furnished the Sub-Adviser with copies properly certified or authenticated of each of the following documents: (a) The Trust's Agreement and Declaration of Trust, as filed with the Secretary of State of the Commonwealth of Massachusetts (such Agreement and Declaration of Trust, as in effect on the date of this Agreement and as amended from time to time, herein called the "Declaration of Trust"); (b) By-Laws of the Trust (such By-Laws, as in effect on the date of this Agreement and as amended from time to time, are herein called the "By- Laws"); (c) Prospectus(es) of the Portfolio. 4. COMPENSATION TO THE SUB-ADVISER. For the services to be provided by the Sub-Adviser pursuant to this Agreement, the Adviser will pay the Sub- Adviser, and the Sub-Adviser agrees to accept as full compensation therefor, a sub-advisory fee at the rate specified in the Schedule(s) which is attached hereto and made part of this Agreement. The fee will be calculated based on the average monthly market value of investments under management and will be paid to the Sub-Adviser monthly. The Sub-Adviser may, in its discretion and from time to time, waive a portion of its fee. 5. LIMITATION OF LIABILITY OF THE SUB-ADVISER. The Sub-Adviser shall not be liable for any error of judgment or for any loss suffered by the Adviser in connection with performance of its obligations under this Agreement, except a loss resulting from a breach of fiduciary duty with respect to the receipt of compensation for services (in which case any award of damages shall be limited to the period and the amount set forth in Section 36(b)(3) of the 1940 Act), or a loss resulting from willful misfeasance, bad faith or negligence on the Sub-Adviser's part in the performance of its duties or from reckless disregard of its obligations and duties under this Agreement, except as may otherwise be provided under provisions of applicable state law which cannot be waived or modified hereby. 6. REPORTS. During the term of this Agreement, the Adviser agrees to furnish the Sub-Adviser at its principal office all prospectuses, proxy statements, reports to stockholders, sales literature or other materials prepared for distribution to stockholders of the Portfolios, the Trust or the public that refer to the Sub-Adviser or its clients in any way prior to use thereof and not to use material if the Sub-Adviser reasonably objects in writing within five business days (or such other period as may be mutually agreed) after receipt thereof. The Sub-Adviser's right to object to such materials is limited to the portions of such materials that expressly relate to the Sub-Adviser, its services and its clients. The Adviser agrees to use its reasonable best efforts to ensure that materials prepared by its employees or agents or its affiliates that refer to the Sub-Adviser or its clients in any way are consistent with those materials previously approved by the Sub-Adviser as referenced in the first sentence of this paragraph. Sales literature may be furnished to the Sub-Adviser by first class or overnight mail, facsimile transmission equipment or hand delivery. 7. INDEMNIFICATION. The Sub-Adviser shall indemnify and hold harmless the Adviser from and against any and all claims, losses, liabilities or damages (including reasonable attorney's fees and other related expenses) howsoever arising from or in connection with this Agreement or the performance by the Sub-Adviser of its duties hereunder; provided, however, that the Sub- Adviser shall not be required to indemnify or otherwise hold the Adviser harmless under this Section 7 where the claim against, or the loss, liability or damage experienced by the Adviser, is caused by or is otherwise directly related to the Adviser's own willful misfeasance, bad faith or negligence, or to the reckless disregard of its duties under this Agreement. 8. DURATION AND TERMINATION. This Agreement shall become effective upon its approval by the Trust's Board of Trustees and by the vote of a majority of the outstanding voting securities of the Portfolio; provided, however, that at any time the Adviser shall have obtained exemptive relief from the SEC permitting it to engage a Sub-Adviser without first obtaining approval of the Agreement from a majority of the outstanding voting securities of the Portfolio(s) involved, the Agreement shall become effective upon its approval by the Trust's Board of Trustees. Any Sub-Adviser so selected and approved shall be without the protection accorded by shareholder approval of an investment adviser's receipt of compensation under Section 36(b) of the 1940 Act. This Agreement shall continue in effect for a period of more than two years from the date hereof only so long as continuance is specifically approved at least annually in conformance with the 1940 Act; provided, however, that this Agreement may be terminated with respect to the Portfolio (a) by the Portfolio at any time, without the payment of any penalty, by the vote of a majority of Trustees of the Trust or by the vote of a majority of the outstanding voting securities of such Portfolio, (b) by the Adviser at any time, without the payment of any penalty, on not more than 60 days' nor less than 30 days' written notice to the other party, or (c) by the Sub- Adviser at any time, without the payment of any penalty, on 90 days' written notice to the other party. This Agreement shall terminate automatically and immediately in the event of its assignment, or in the event of a termination of the Adviser's agreement with the Trust. As used in this Section 8, the terms "assignment" and "vote of a majority of the outstanding voting securities" shall have the respective meanings set forth in the 1940 Act and the rules and regulations thereunder, subject to such exceptions as may be granted by the Commission under the 1940 Act. 9. GOVERNING LAW. This Agreement shall be governed by the internal laws of the Commonwealth of Massachusetts, without regard to conflict of law principles; provided, however, that nothing herein shall be construed as being inconsistent with the 1940 Act. 10. SEVERABILITY. Should any part of this Agreement be held invalid by a court decision, statute, rule or otherwise, the remainder of this Agreement shall not be affected thereby. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors. 11. NOTICE: Any notice, advice or report to be given pursuant to this Agreement shall be deemed sufficient if delivered or mailed by registered, certified or overnight mail, postage prepaid addressed by the party giving notice to the other party at the last address furnished by the other party: To the Adviser at: SEI Financial Management Corporation 680 East Swedesford Road Wayne, PA 19087 Attention: Legal Department To the Sub-Adviser at: Strategic Fixed Income L.P. 1001 Nineteenth Street North 16th Floor Arlington, VA 22209 12. ENTIRE AGREEMENT. This Agreement embodies the entire agreement and understanding between the parties hereto, and supersedes all prior agreements and understandings relating to this Agreement's subject matter. This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, but such counterparts shall, together, constitute only one instrument. Where the effect of a requirement of the 1940 Act reflected in any provision of this Agreement is altered by a rule, regulation or order of the Commission, whether of special or general application, such provision shall be deemed to incorporate the effect of such rule, regulation or order. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their officers designated below as of the day and year first written above. SEI Financial Management Corporation Strategic Fixed Income L.P. By: By: Title: Title: Schedule A to the Sub-Advisory Agreement between SEI Financial Management Corporation and Strategic Fixed Income L.P. Pursuant to Article 4, the Adviser shall pay the Sub-Adviser compensation at an annual rate as follows: International Fixed Income Portfolio .30% EX-99.B.5.I 4 SUB-ADVISORY AGREEMENT Exhibit 5(i) ------------ INVESTMENT SUB-ADVISORY AGREEMENT SEI INTERNATIONAL TRUST AGREEMENT made this _____ day of ______, 1995, by and among SEI Financial Management Corporation, (the "Adviser") and Morgan Grenfell Investment Services Limited (the "Sub-Adviser"). WHEREAS, SEI International Trust, a Massachusetts business trust (the "Trust") is registered as an open-end management investment company under the Investment Company Act of 1940, as amended (the "1940 Act"); and WHEREAS, the Adviser has entered into an Investment Advisory Agreement dated December 16, 1994 (the "Advisory Agreement") with the Trust, pursuant to which the Adviser will act as investment adviser to the European Equity Portfolio (the "Portfolio"), which is a series of the Trust; and WHEREAS, the Adviser, with the approval of the Trust, desires to retain the Sub-Adviser to provide investment advisory services to the Adviser in connection with the management of the Portfolio, and the Sub-Adviser is willing to render such investment advisory services. NOW, THEREFORE, the parties hereto agree as follows: 1. DUTIES OF THE SUB-ADVISER. Subject to supervision by the Adviser and the Trust's Board of Trustees, the Sub-Adviser shall manage the investment operations of the Portfolio and the composition of the Portfolio, including the purchase, retention and disposition of securities and other assets, in accordance with the Portfolio's investment objectives, policies and restrictions as stated in the Portfolio's prospectus and statement of additional information, as currently in effect and as amended or supplemented from time to time (referred to collectively as the "Prospectus"), and subject to the following: (a) The Sub-Adviser shall provide supervision of the Portfolio's investments and determine from time to time what investments and securities will be purchased, retained or sold by the Portfolio, and what portion of the assets will be invested or held uninvested in cash. (b) In the performance of its duties and obligations under this Agreement, the Sub-Adviser shall act in conformity with the Trust's Declaration of Trust (as defined herein) and the Prospectus and with the instructions and directions of the Adviser and of the Board of Trustees of the Trust and will conform to and comply with the requirements of the 1940 Act, the Internal Revenue Code of 1986, and all other applicable federal and state laws and regulations, as each is amended from time to time. (c) The Sub-Adviser shall determine the securities to be purchased or sold by the Portfolio and will place orders with or through such persons, brokers or dealers to carry out the policy with respect to brokerage set forth in the Portfolio's Registration Statement (as defined herein) and Prospectus or as the Board of Trustees or the Adviser may direct from time to time, in conformity with federal securities laws. In executing Portfolio transactions and selecting brokers or dealers, the Sub-Adviser will use its best efforts to seek on behalf of the Portfolio the best overall terms available. In assessing the best overall terms available for any transaction, the Sub-Adviser shall consider all factors that it deems relevant, including the breadth of the market in the security, the price of the security, the financial condition and execution capability of the broker or dealer, and the reasonableness of the commission, if any, both for the specific transaction and on a continuing basis. In evaluating the best overall terms available, and in selecting the broker-dealer to execute a particular transaction the Sub-Adviser may also consider the brokerage and research services (as those terms are defined in Section 28(e) of the Securities Exchange Act of 1934) provided to the Portfolio and/or other accounts over which the Sub-Adviser or an affiliate of the Sub-Adviser may exercise investment discretion. The Sub-Adviser is authorized, subject to the prior approval of the Trust's Board of Trustees, to pay to a broker or dealer who provides such brokerage and research services a commission for executing a portfolio transaction for any of the Portfolios which is in excess of the amount of commission another broker or dealer would have charged for effecting that transaction if, but only if, the Sub-Adviser determines in good faith that such commission was reasonable in relation to the value of the brokerage and research services provided by such broker or dealer - - viewed in terms of that particular transaction or terms of the overall responsibilities of the Sub-Adviser to the Portfolio. In addition, the Sub-Adviser if authorized to allocate purchase and sale orders for portfolio securities to brokers or dealers (including brokers and dealers that are affiliated with the Sub-Adviser or the Trust's principal underwriter) to take into account the sale of shares of the Trust if the Sub-Adviser believes that the quality of the transaction and the commission are comparable to what they would be with other qualified firms. In no instance, however, will any Portfolio's securities be purchased from or sold to the Sub-Adviser, the Trust's principal underwriter, or any affiliated person of either the Trust, the Sub-Adviser or the principal underwriter, acting as principal in the transaction, except to the extent permitted by the Securities and Exchange Commission and the 1940 Act. (d) The Sub-Adviser shall maintain all books and records with respect to the Portfolio's portfolio transactions required by subparagraphs (b)(5), (6), (7), (9), (10) and (11) and paragraph (f) of Rule 31a-1 under the 1940 Act and shall render to the Adviser or Board of Trustees such periodic and special reports as the Adviser or Board of Trustees may reasonably request. The Sub-Adviser shall keep the Portfolio's books and records required to be maintained by the Sub-Adviser of this Agreement and shall timely furnish to the Adviser all information relating to the Sub-Adviser's services under this Agreement needed by the Adviser to keep the other books and records of the Portfolio required by Rule 31a-1 under the 1940 Act. The Sub-Adviser shall also furnish to the Adviser any other information that is required to be filled by the Adviser or the Trust with the Securities and Exchange Commission ("SEC") or sent to shareholders under the 1940 Act (including the rules adopted thereunder) or any exemptive or other relief that the Adviser or the Trust obtains from the SEC. The Sub-Adviser agrees that all records that it maintains on behalf of the Portfolio are property of the Portfolio and the Sub-Adviser will surrender promptly to the Portfolio any of such records upon the Portfolio's request; provided, however, that the Sub-Adviser may retain a copy of such records. In addition, for the duration of this Agreement, the Sub-Adviser shall preserve for the periods prescribed by Rule 31a-2 under the 1940 Act any such records as are required to be maintained by it pursuant to this Agreement, and shall transfer said records to any successor Sub-Adviser upon the termination of his Agreement (or, if there is no successor Sub-Adviser, to the Adviser). (e) The Sub-Adviser shall provide the Portfolio's custodian on each business day with information relating to all transactions concerning the Portfolio's assets and shall provide the Adviser with such information upon request of the Adviser. (f) The investment management services provided by the Sub-Adviser under this Agreement are not to be deemed exclusive and the Sub-Adviser shall be free to render similar services to others, as long as such services do not impair the services rendered to the Adviser or the Trust. (g) The Sub-Adviser shall promptly notify the Adviser of any financial condition that is likely to impair the Sub-Adviser's ability to fulfill its commitment under this Agreement. Services to be furnished by the Sub-Adviser under this Agreement may be furnished through the medium of any of the Sub-Adviser's partners, officers or employees. 2. DUTIES OF THE ADVISER. The Adviser shall continue to have responsibility for all services to be provided to the Portfolio pursuant to the Advisory Agreement and shall oversee and review the Sub-Adviser's performance of its duties under this Agreement; provided, however, that nothing herein shall be construed to relieve the Sub-Adviser of responsibility for compliance with the Portfolio's investment objectives, policies, and restrictions, as provided in Section 1 hereunder. 3. DELIVERY OF DOCUMENTS. The Adviser has furnished the Sub-Adviser with copies properly certified or authenticated of each of the following documents: (a) The Trust's Agreement and Declaration of Trust, as filed with the Secretary of State of the Commonwealth of Massachusetts (such Agreement and Declaration of Trust, as in effect on the date of this Agreement and as amended from time to time, herein called the "Declaration of Trust"); (b) By-Laws of the Trust (such By-Laws, as in effect on the date of this Agreement and as amended from time to time, are herein called the "By- Laws"); (c) Prospectus(es) of the Portfolio. 4. COMPENSATION TO THE SUB-ADVISER. For the services to be provided by the Sub-Adviser pursuant to this Agreement, the Adviser will pay the Sub- Adviser, and the Sub-Adviser agrees to accept as full compensation therefor, a sub-advisory fee at the rate specified in the Schedule(s) which is attached hereto and made part of this Agreement. The fee will be calculated based on the average monthly market value of investments under management and will be paid to the Sub-Adviser monthly. The Sub-Adviser may, in its discretion and from time to time, waive a portion of its fee. 5. LIMITATION OF LIABILITY OF THE SUB-ADVISER. The Sub-Adviser shall not be liable for any error of judgment or for any loss suffered by the Adviser in connection with performance of its obligations under this Agreement, except a loss resulting from a breach of fiduciary duty with respect to the receipt of compensation for services (in which case any award of damages shall be limited to the period and the amount set forth in Section 36(b)(3) of the 1940 Act), or a loss resulting from willful misfeasance, bad faith or negligence on the Sub-Adviser's part in the performance of its duties or from reckless disregard of its obligations and duties under this Agreement, except as may otherwise be provided under provisions of applicable state law which cannot be waived or modified hereby. 6. REPORTS. During the term of this Agreement, the Adviser agrees to furnish the Sub-Adviser at its principal office all prospectuses, proxy statements, reports to stockholders, sales literature or other materials prepared for distribution to stockholders of the Portfolios, the Trust or the public that refer to the Sub-Adviser or its clients in any way prior to use thereof and not to use material if the Sub-Adviser reasonably objects in writing within five business days (or such other period as may be mutually agreed) after receipt thereof. The Sub-Adviser's right to object to such materials is limited to the portions of such materials that expressly relate to the Sub-Adviser, its services and its clients. The Adviser agrees to use its reasonable best efforts to ensure that materials prepared by its employees or agents or its affiliates that refer to the Sub-Adviser or its clients in any way are consistent with those materials previously approved by the Sub-Adviser as referenced in the first sentence of this paragraph. Sales literature may be furnished to the Sub-Adviser by first class or overnight mail, facsimile transmission equipment or hand delivery. 7. INDEMNIFICATION. The Sub-Adviser shall indemnify and hold harmless the Adviser from and against any and all claims, losses, liabilities or damages (including reasonable attorney's fees and other related expenses) howsoever arising from or in connection with this Agreement or the performance by the Sub-Adviser of its duties hereunder; provided, however, that the Sub- Adviser shall not be required to indemnify or otherwise hold the Adviser harmless under this Section 7 where the claim against, or the loss, liability or damage experienced by the Adviser, is caused by or is otherwise directly related to the Adviser's own willful misfeasance, bad faith or negligence, or to the reckless disregard of its duties under this Agreement. 8. DURATION AND TERMINATION. This Agreement shall become effective upon its approval by the Trust's Board of Trustees and by the vote of a majority of the outstanding voting securities of the Portfolio; provided, however, that at any time the Adviser shall have obtained exemptive relief from the SEC permitting it to engage a Sub-Adviser without first obtaining approval of the Agreement from a majority of the outstanding voting securities of the Portfolio(s) involved, the Agreement shall become effective upon its approval by the Trust's Board of Trustees. Any Sub-Adviser so selected and approved shall be without the protection accorded by shareholder approval of an investment adviser's receipt of compensation under Section 36(b) of the 1940 Act. This Agreement shall continue in effect for a period of more than two years from the date hereof only so long as continuance is specifically approved at least annually in conformance with the 1940 Act; provided, however, that this Agreement may be terminated with respect to the Portfolio (a) by the Portfolio at any time, without the payment of any penalty, by the vote of a majority of Trustees of the Trust or by the vote of a majority of the outstanding voting securities of such Portfolio, (b) by the Adviser at any time, without the payment of any penalty, on not more than 60 days' nor less than 30 days' written notice to the other party, or (c) by the Sub- Adviser at any time, without the payment of any penalty, on 90 days' written notice to the other party. This Agreement shall terminate automatically and immediately in the event of its assignment, or in the event of a termination of the Adviser's agreement with the Trust. As used in this Section 8, the terms "assignment" and "vote of a majority of the outstanding voting securities" shall have the respective meanings set forth in the 1940 Act and the rules and regulations thereunder, subject to such exceptions as may be granted by the Commission under the 1940 Act. 9. GOVERNING LAW. This Agreement shall be governed by the internal laws of the Commonwealth of Massachusetts, without regard to conflict of law principles; provided, however, that nothing herein shall be construed as being inconsistent with the 1940 Act. 10. SEVERABILITY. Should any part of this Agreement be held invalid by a court decision, statute, rule or otherwise, the remainder of this Agreement shall not be affected thereby. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors. 11. NOTICE: Any notice, advice or report to be given pursuant to this Agreement shall be deemed sufficient if delivered or mailed by registered, certified or overnight mail, postage prepaid addressed by the party giving notice to the other party at the last address furnished by the other party: To the Adviser at: SEI Financial Management Corporation 680 East Swedesford Road Wayne, PA 19087 Attention: Legal Department To the Sub-Adviser at: Morgan Grenfell Investment Services Limited 20 Finsbury Circus London EC2M INB, England Attention: President 12. ENTIRE AGREEMENT. This Agreement embodies the entire agreement and understanding between the parties hereto, and supersedes all prior agreements and understandings relating to this Agreement's subject matter. This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, but such counterparts shall, together, constitute only one instrument. Where the effect of a requirement of the 1940 Act reflected in any provision of this Agreement is altered by a rule, regulation or order of the Commission, whether of special or general application, such provision shall be deemed to incorporate the effect of such rule, regulation or order. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their officers designated below as of the day and year first written above. SEI Financial Management Morgan Grenfell Investment Corporation Services Limited By: By: Title: Title: Schedule A to the Sub-Advisory Agreement between SEI Financial Management Corporation and Morgan Grenfell Investment Services Limited Pursuant to Article 4, the Adviser shall pay the Sub-Adviser compensation at an annual rate as follows: European Equity .325% EX-99.B.5.J 5 SUB-ADVISORY AGREEMENT Exhibit 5(j) INVESTMENT SUB-ADVISORY AGREEMENT SEI INTERNATIONAL TRUST AGREEMENT made this _____ day of ______, 1995, by and among SEI Financial Management Corporation, (the "Adviser") and Schroder Capital Management International Limited (the "Sub-Adviser"). WHEREAS, SEI International Trust, a Massachusetts business trust (the "Trust") is registered as an open-end management investment company under the Investment Company Act of 1940, as amended (the "1940 Act"); and WHEREAS, the Adviser has entered into an Investment Advisory Agreement dated December 16, 1994 (the "Advisory Agreement") with the Trust, pursuant to which the Adviser will act as investment adviser to the Pacific Basin Equity Portfolio (the "Portfolio"), which is a series of the Trust; and WHEREAS, the Adviser, with the approval of the Trust, desires to retain the Sub-Adviser to provide investment advisory services to the Adviser in connection with the management of the Portfolio, and the Sub-Adviser is willing to render such investment advisory services. NOW, THEREFORE, the parties hereto agree as follows: 1. DUTIES OF THE SUB-ADVISER. Subject to supervision by the Adviser and the Trust's Board of Trustees, the Sub-Adviser shall manage the investment operations of the Portfolio and the composition of the Portfolio, including the purchase, retention and disposition of securities and other assets, in accordance with the Portfolio's investment objectives, policies and restrictions as stated in the Portfolio's prospectus and statement of additional information, as currently in effect and as amended or supplemented from time to time (referred to collectively as the "Prospectus"), and subject to the following: (a) The Sub-Adviser shall provide supervision of the Portfolio's investments and determine from time to time what investments and securities will be purchased, retained or sold by the Portfolio, and what portion of the assets will be invested or held uninvested in cash. (b) In the performance of its duties and obligations under this Agreement, the Sub-Adviser shall act in conformity with the Trust's Declaration of Trust (as defined herein) and the Prospectus and with the instructions and directions of the Adviser and of the Board of Trustees of the Trust and will conform to and comply with the requirements of the 1940 Act, the Internal Revenue Code of 1986, and all other applicable federal and state laws and regulations, as each is amended from time to time. (c) The Sub-Adviser shall determine the securities to be purchased or sold by the Portfolio and will place orders with or through such persons, brokers or dealers to carry out the policy with respect to brokerage set forth in the Portfolio's Registration Statement (as defined herein) and Prospectus or as the Board of Trustees or the Adviser may direct from time to time, in conformity with federal securities laws. In executing Portfolio transactions and selecting brokers or dealers, the Sub-Adviser will use its best efforts to seek on behalf of the Portfolio the best overall terms available. In assessing the best overall terms available for any transaction, the Sub-Adviser shall consider all factors that it deems relevant, including the breadth of the market in the security, the price of the security, the financial condition and execution capability of the broker or dealer, and the reasonableness of the commission, if any, both for the specific transaction and on a continuing basis. In evaluating the best overall terms available, and in selecting the broker-dealer to execute a particular transaction the Sub-Adviser may also consider the brokerage and research services (as those terms are defined in Section 28(e) of the Securities Exchange Act of 1934) provided to the Portfolio and/or other accounts over which the Sub-Adviser or an affiliate of the Sub-Adviser may exercise investment discretion. The Sub-Adviser is authorized, subject to the prior approval of the Trust's Board of Trustees, to pay to a broker or dealer who provides such brokerage and research services a commission for executing a portfolio transaction for any of the Portfolios which is in excess of the amount of commission another broker or dealer would have charged for effecting that transaction if, but only if, the Sub-Adviser determines in good faith that such commission was reasonable in relation to the value of the brokerage and research services provided by such broker or dealer - - viewed in terms of that particular transaction or terms of the overall responsibilities of the Sub-Adviser to the Portfolio. In addition, the Sub-Adviser if authorized to allocate purchase and sale orders for portfolio securities to brokers or dealers (including brokers and dealers that are affiliated with the Sub-Adviser or the Trust's principal underwriter) to take into account the sale of shares of the Trust if the Sub-Adviser believes that the quality of the transaction and the commission are comparable to what they would be with other qualified firms. In no instance, however, will any Portfolio's securities be purchased from or sold to the Sub-Adviser, the Trust's principal underwriter, or any affiliated person of either the Trust, the Sub-Adviser or the principal underwriter, acting as principal in the transaction, except to the extent permitted by the Securities and Exchange Commission and the 1940 Act. (d) The Sub-Adviser shall maintain all books and records with respect to the Portfolio's portfolio transactions required by subparagraphs (b)(5), (6), (7), (9), (10) and (11) and paragraph (f) of Rule 31a-1 under the 1940 Act and shall render to the Adviser or Board of Trustees such periodic and special reports as the Adviser or Board of Trustees may reasonably request. The Sub-Adviser shall keep the Portfolio's books and records required to be maintained by the Sub-Adviser of this Agreement and shall timely furnish to the Adviser all information relating to the Sub-Adviser's services under this Agreement needed by the Adviser to keep the other books and records of the Portfolio required by Rule 31a-1 under the 1940 Act. The Sub-Adviser shall also furnish to the Adviser any other information that is required to be filled by the Adviser or the Trust with the Securities and Exchange Commission ("SEC") or sent to shareholders under the 1940 Act (including the rules adopted thereunder) or any exemptive or other relief that the Adviser or the Trust obtains from the SEC. The Sub-Adviser agrees that all records that it maintains on behalf of the Portfolio are property of the Portfolio and the Sub-Adviser will surrender promptly to the Portfolio any of such records upon the Portfolio's request; provided, however, that the Sub-Adviser may retain a copy of such records. In addition, for the duration of this Agreement, the Sub-Adviser shall preserve for the periods prescribed by Rule 31a-2 under the 1940 Act any such records as are required to be maintained by it pursuant to this Agreement, and shall transfer said records to any successor Sub-Adviser upon the termination of his Agreement (or, if there is no successor Sub-Adviser, to the Adviser). (e) The Sub-Adviser shall provide the Portfolio's custodian on each business day with information relating to all transactions concerning the Portfolio's assets and shall provide the Adviser with such information upon request of the Adviser. (f) The investment management services provided by the Sub-Adviser under this Agreement are not to be deemed exclusive and the Sub-Adviser shall be free to render similar services to others, as long as such services do not impair the services rendered to the Adviser or the Trust. (g) The Sub-Adviser shall promptly notify the Adviser of any financial condition that is likely to impair the Sub-Adviser's ability to fulfill its commitment under this Agreement. Services to be furnished by the Sub-Adviser under this Agreement may be furnished through the medium of any of the Sub-Adviser's partners, officers or employees. 2. DUTIES OF THE ADVISER. The Adviser shall continue to have responsibility for all services to be provided to the Portfolio pursuant to the Advisory Agreement and shall oversee and review the Sub-Adviser's performance of its duties under this Agreement; provided, however, that nothing herein shall be construed to relieve the Sub-Adviser of responsibility for compliance with the Portfolio's investment objectives, policies, and restrictions, as provided in Section 1 hereunder. 3. DELIVERY OF DOCUMENTS. The Adviser has furnished the Sub-Adviser with copies properly certified or authenticated of each of the following documents: (a) The Trust's Agreement and Declaration of Trust, as filed with the Secretary of State of the Commonwealth of Massachusetts (such Agreement and Declaration of Trust, as in effect on the date of this Agreement and as amended from time to time, herein called the "Declaration of Trust"); (b) By-Laws of the Trust (such By-Laws, as in effect on the date of this Agreement and as amended from time to time, are herein called the "By- Laws"); (c) Prospectus(es) of the Portfolio. 4. COMPENSATION TO THE SUB-ADVISER. For the services to be provided by the Sub-Adviser pursuant to this Agreement, the Adviser will pay the Sub- Adviser, and the Sub-Adviser agrees to accept as full compensation therefor, a sub-advisory fee at the rate specified in the Schedule(s) which is attached hereto and made part of this Agreement. The fee will be calculated based on the average monthly market value of investments under management and will be paid to the Sub-Adviser monthly. The Sub-Adviser may, in its discretion and from time to time, waive a portion of its fee. 5. LIMITATION OF LIABILITY OF THE SUB-ADVISER. The Sub-Adviser shall not be liable for any error of judgment or for any loss suffered by the Adviser in connection with performance of its obligations under this Agreement, except a loss resulting from a breach of fiduciary duty with respect to the receipt of compensation for services (in which case any award of damages shall be limited to the period and the amount set forth in Section 36(b)(3) of the 1940 Act), or a loss resulting from willful misfeasance, bad faith or negligence on the Sub-Adviser's part in the performance of its duties or from reckless disregard of its obligations and duties under this Agreement, except as may otherwise be provided under provisions of applicable state law which cannot be waived or modified hereby. 6. REPORTS. During the term of this Agreement, the Adviser agrees to furnish the Sub-Adviser at its principal office all prospectuses, proxy statements, reports to stockholders, sales literature or other materials prepared for distribution to stockholders of the Portfolios, the Trust or the public that refer to the Sub-Adviser or its clients in any way prior to use thereof and not to use material if the Sub-Adviser reasonably objects in writing within five business days (or such other period as may be mutually agreed) after receipt thereof. The Sub-Adviser's right to object to such materials is limited to the portions of such materials that expressly relate to the Sub-Adviser, its services and its clients. The Adviser agrees to use its reasonable best efforts to ensure that materials prepared by its employees or agents or its affiliates that refer to the Sub-Adviser or its clients in any way are consistent with those materials previously approved by the Sub-Adviser as referenced in the first sentence of this paragraph. Sales literature may be furnished to the Sub-Adviser by first class or overnight mail, facsimile transmission equipment or hand delivery. 7. INDEMNIFICATION. The Sub-Adviser shall indemnify and hold harmless the Adviser from and against any and all claims, losses, liabilities or damages (including reasonable attorney's fees and other related expenses) howsoever arising from or in connection with this Agreement or the performance by the Sub-Adviser of its duties hereunder; provided, however, that the Sub- Adviser shall not be required to indemnify or otherwise hold the Adviser harmless under this Section 7 where the claim against, or the loss, liability or damage experienced by the Adviser, is caused by or is otherwise directly related to the Adviser's own willful misfeasance, bad faith or negligence, or to the reckless disregard of its duties under this Agreement. 8. DURATION AND TERMINATION. This Agreement shall become effective upon its approval by the Trust's Board of Trustees and by the vote of a majority of the outstanding voting securities of the Portfolio; provided, however, that at any time the Adviser shall have obtained exemptive relief from the SEC permitting it to engage a Sub-Adviser without first obtaining approval of the Agreement from a majority of the outstanding voting securities of the Portfolio(s) involved, the Agreement shall become effective upon its approval by the Trust's Board of Trustees. Any Sub-Adviser so selected and approved shall be without the protection accorded by shareholder approval of an investment adviser's receipt of compensation under Section 36(b) of the 1940 Act. This Agreement shall continue in effect for a period of more than two years from the date hereof only so long as continuance is specifically approved at least annually in conformance with the 1940 Act; provided, however, that this Agreement may be terminated with respect to the Portfolio (a) by the Portfolio at any time, without the payment of any penalty, by the vote of a majority of Trustees of the Trust or by the vote of a majority of the outstanding voting securities of such Portfolio, (b) by the Adviser at any time, without the payment of any penalty, on not more than 60 days' nor less than 30 days' written notice to the other party, or (c) by the Sub- Adviser at any time, without the payment of any penalty, on 90 days' written notice to the other party. This Agreement shall terminate automatically and immediately in the event of its assignment, or in the event of a termination of the Adviser's agreement with the Trust. As used in this Section 8, the terms "assignment" and "vote of a majority of the outstanding voting securities" shall have the respective meanings set forth in the 1940 Act and the rules and regulations thereunder, subject to such exceptions as may be granted by the Commission under the 1940 Act. 9. GOVERNING LAW. This Agreement shall be governed by the internal laws of the Commonwealth of Massachusetts, without regard to conflict of law principles; provided, however, that nothing herein shall be construed as being inconsistent with the 1940 Act. 10. SEVERABILITY. Should any part of this Agreement be held invalid by a court decision, statute, rule or otherwise, the remainder of this Agreement shall not be affected thereby. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors. 11. NOTICE: Any notice, advice or report to be given pursuant to this Agreement shall be deemed sufficient if delivered or mailed by registered, certified or overnight mail, postage prepaid addressed by the party giving notice to the other party at the last address furnished by the other party: To the Adviser at: SEI Financial Management Corporation 680 East Swedesford Road Wayne, PA 19087 Attention: Legal Department To the Sub-Adviser at: Schroder Capital Management International Limited 33 Gutter Lane London EC2V 8AS 12. ENTIRE AGREEMENT. This Agreement embodies the entire agreement and understanding between the parties hereto, and supersedes all prior agreements and understandings relating to this Agreement's subject matter. This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, but such counterparts shall, together, constitute only one instrument. Where the effect of a requirement of the 1940 Act reflected in any provision of this Agreement is altered by a rule, regulation or order of the Commission, whether of special or general application, such provision shall be deemed to incorporate the effect of such rule, regulation or order. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their officers designated below as of the day and year first written above. SEI Financial Management Schroder Capital Management International Corporation Limited By: By: Title: Title: Schedule A to the Sub-Advisory Agreement between SEI Financial Management Corporation and Schroder Capital Management International Limited Pursuant to Article 4, the Adviser shall pay the Sub-Adviser compensation at an annual rate as follows: Pacific Basin Equity Portfolio .40% on first 100 million .30% on next 50 million .20% thereafter EX-99.B.5.K 6 SUB-ADVISORY AGREEMENT Exhibit 5(k) INVESTMENT SUB-ADVISORY AGREEMENT SEI INTERNATIONAL TRUST AGREEMENT made this 21st day of December, 1994, by and among SEI Financial Management Corporation, (the "Adviser") and Montgomery Asset Management, L. P. (the "Sub-Adviser"). WHEREAS, SEI International Trust, a Massachusetts business trust (the "Trust") is registered as an open-end management investment company under the Investment Company Act of 1940, as amended (the "1940 Act"); and WHEREAS, the Adviser has entered into an Investment Advisory Agreement dated December 16, 1994 (the "Advisory Agreement") with the Trust, pursuant to which the Adviser will act as investment adviser to the Emerging Markets Equity Portfolio (the "Portfolio"), which is a series of the Trust; and WHEREAS, the Adviser, with the approval of the Trust, desires to retain the Sub-Adviser to provide investment advisory services to the Adviser in connection with the management of the Portfolio, and the Sub-Adviser is willing to render such investment advisory services. NOW, THEREFORE, the parties hereto agree as follows: 1. DUTIES OF THE SUB-ADVISER. Subject to supervision and direction by the Adviser and the Trust's Board of Trustees, the Sub-Adviser shall manage on a discretionary basis the investment operation of all of the securities and other assets of the Portfolio entrusted to it hereunder (the "Assets") and the composition of the Portfolio, including the purchase, retention and disposition of the Assets, in accordance with the Portfolio's investment objectives, policies and restrictions as stated in the Portfolio's prospectus and statement of additional information, as currently in effect and as amended or supplemented from time to time by written notice to the Sub-Adviser (referred to collectively as the "Prospectus"), and subject to the following: (a) The Sub-Adviser shall provide supervision of the Assets and determine from time to time what Assets will be purchased, retained or sold by the Portfolio, and what portion of the Assets will be invested or held uninvested in cash. In furtherance of the forgoing, the Adviser hereby designates and appoints the Sub-Adviser as agent and attorney-in-fact of the Trust, with authority and without further approval of the Adviser (except as expressly provided for herein or as may be required by law) to make and execute, in the name and on behalf of the Portfolio, all agreements, instruments and other documents and to take all such other action which the Sub-Adviser considers necessary or advisable to carry out its duties hereunder. By way of example and not by way of limitation, in connection with any purchase for the Portfolio of securities that are not registered under the Securities Act of 1933, as amended (the "Securities Act"), the Sub-Adviser shall have authority, among other things to: (i) commit to purchase such securities for the Portfolio on the terms and conditions under which such securities are offered; (ii) execute such agreements, instruments and documents (including, without limitation, purchase agreements and subscription documents), and make such commitments, as may be required or otherwise in connection with the purchase and sale or such securities; (iii) represent that the Portfolio is an "accredited investor" under the Securities Act; and (iv) commit that such securities will not be offered or sold by the Portfolio except in compliance with the registration requirements of the Securities Act or an exemption therefrom. This power-of-attorney is a continuing power-of-attorney and shall remain in full force and effect until revoked by the Adviser in writing, but any such revocation shall not affect any transaction initiated prior to receipt by the Sub-Adviser or such notice. (b) In the performance of its duties and obligations under this Agreement, the Sub-Adviser shall act in conformity with the Trust's Declaration of Trust (as defined herein) and the Prospectus and with the instructions and directions of the Adviser and of the Board of Trustees of the Trust and will conform to and comply with the requirements of the 1940 Act, the Internal Revenue Code of 1986, and all other applicable federal and state laws and regulations, as each is amended from time to time. (c) The Sub-Adviser shall determine the Assets to be purchased or sold by the Portfolio and will place orders with or through such persons, brokers or dealers to carry out the policy with respect to brokerage set forth in the Portfolio's Prospectus or as the Board of Trustees or the Adviser may direct from time to time, in conformity with federal securities laws. In executing Portfolio transactions and selecting brokers or dealers, the Sub-Adviser will use its best efforts to seek on behalf of the Portfolio the best overall terms available. In assessing the best overall terms available for any transaction, the Sub-Adviser shall consider all factors that it deems relevant, including the breadth of the market in the security, the price of the security, the financial condition and execution capability of the broker or dealer, and the reasonableness of the commission, if any, both for the specific transaction and on a continuing basis. In evaluating the best overall terms available, and in selecting the broker-dealer to execute a particular transaction the Sub-Adviser may also consider the brokerage and research services (as those terms are defined in Section 28(e) of the Securities Exchange Act of 1934) provided to the Portfolio and/or other accounts over which the Sub-Adviser or an affiliate of the Sub-Adviser may exercise investment discretion. The Sub- Adviser is authorized, subject to the prior approval of the Trust's Board of Trustees, to pay to a broker or dealer who provides such brokerage and research services a commission for executing a portfolio transaction for the Portfolio which is in excess of the amount of commission another broker or dealer would have charged for effecting that transaction if, but only if, the Sub-Adviser determines in good faith that such commission was reasonable in relation to the value of the brokerage and research services provided by such broker or dealer - - viewed in terms of that particular transaction or terms of the overall responsibilities of the Sub-Adviser to the Portfolio. In addition, the Sub-Adviser is authorized to allocate purchase and sale orders for portfolio securities to brokers or dealers (including brokers and dealers that are affiliated with the Adviser, the Sub-Adviser or the Trust's principal underwriter) to take into account the sale of shares of the Trust if the Sub-Adviser believes that the quality of the transaction and the commission are comparable to what they would be with other qualified firms. In no instance, however, will the Portfolio's Assets be purchased from or sold to the Adviser, the Sub-Adviser, the Trust's principal underwriter, or any affiliated person of either the Trust, the Adviser, the Sub-Adviser or the principal underwriter, acting as principal in the transaction, except to the extent permitted by the Securities and Exchange Commission and the 1940 Act. (d) The Sub-Adviser shall maintain all books and records with respect to transactions involving the Assets required by subparagraphs (b)(5), (6), (7), (9), (10) and (11) and paragraph (f) of Rule 31a-1 under the 1940 Act and shall render to the Adviser or Board of Trustees such periodic and special reports as the Adviser or Board of Trustees may reasonably request. The Sub-Adviser shall keep the books and records relating to the Assets required to be maintained by the Sub-Adviser under this Agreement and shall timely furnish to the Adviser all information requested by the Adviser relating to the Sub-Adviser's services under this Agreement needed by the Adviser to keep the other books and records of the Portfolio required by Rule 31a-1 under the 1940 2 Act. Upon request, the Sub-Adviser shall also furnish to the Adviser any other information relating to the Assets that is required to be filed by the Adviser or the Trust with the Securities and Exchange Commission ("SEC") or sent to shareholders under the 1940 Act (including the rules adopted thereunder) or any exemptive or other relief that the Adviser or the Trust obtains from the SEC. The Sub-Adviser agrees that all records that it maintains on behalf of the Portfolio are property of the Portfolio and the Sub-Adviser will surrender promptly to the Portfolio any of such records upon the Portfolio's request; provided, however, that the Sub- Adviser may retain a copy of such records. In addition, for the duration of this Agreement, the Sub-Adviser shall preserve for the periods prescribed by Rule 31a-2 under the 1940 Act any such records as are required to be maintained by it pursuant to this Agreement, and shall transfer said records to any successor Sub-Adviser upon the termination of his Agreement (or, if there is no successor Sub-Adviser, to the Adviser). (e) The Sub-Adviser shall provide the Portfolio's custodian on each business day with information relating to all transactions concerning the Portfolio's Assets and shall provide the Adviser with such information upon request of the Adviser. (f) The investment management services provided by the Sub-Adviser under this Agreement are not to be deemed exclusive and the Sub-Adviser shall be free to render similar services to others, as long as such services do not impair the services rendered to the Adviser or the Trust. The Sub-Adviser shall not be obligated to purchase or sell for the Portfolio securities which the Sub-Adviser may purchase or sell or recommend for purchase or sale for itself or for the portfolios of other clients. Moreover, the Adviser acknowledges that circumstances may arise under which the Sub-Adviser determines that while it would be both desirable and suitable that a particular security be purchased or sold for the account of more than one of the Sub-Adviser's portfolios, there is a limited supply or demand for that security. Under such circumstances, the Adviser acknowledges that, while the Sub-Adviser will seek to allocate the opportunity to purchase or sell that security among those portfolios on an equitable basis (including as between portfolios of the Sub-Adviser's nondiscretionary clients, to whom the Sub-Adviser makes recommendations, and portfolios of its discretionary clients, such as the Portfolio), the Sub-Adviser shall not be required to assure equality of treatment among all of its clients (including that that opportunity to purchase or sell that security will be proportionately allocated among those portfolios according to any particular or predetermined standards or criteria). Where, because of the prevailing market conditions, it is not possible to receive the same price or time of execution for all of the securities or other investments purchased or sold for the Portfolio, transactions for the Portfolio may be reported with the average prices of those transactions. In certain instances, the Sub-Adviser, in its discretion, may place a large order to purchase or sell a particular security or other investment for the Portfolio and the accounts of one or more other clients. Because of the prevailing market conditions, its is frequently not possible to receive the same price or time of execution for all of the securities or other investments purchased or sold. When this occurs, the Sub-Adviser will average the various prices and charge or credit the Portfolio with the average price. In such instances, the confirmation for such transaction sent to the Adviser will disclose the average price. Upon request, the Sub-Adviser will make the underlying records reflecting the actual transaction available for the Adviser's inspection. The Portfolio may include securities of companies for which Montgomery Securities, an affiliate of the Sub-Adviser, acts as investment banker or financial adviser or with which it has 3 other confidential relationships or in which it maintains a position or makes a market or otherwise has an interest. The Adviser appreciates that, for good commercial and legal reasons, nonpublic information (a) which becomes available to Montgomery Securities through its relationships or for any other reason cannot be passed on to the Sub-Adviser or the Adviser, or used for the benefit of the Portfolio; and (b) which becomes available to the Sub-Adviser for any reason cannot be passed onto the Adviser or used for the benefit of the Portfolio. The Adviser understands that Montgomery Securities, an affiliate of the Sub-Adviser, may provide investment banking, investment advisory and brokerage services to persons other than the Adviser. These activities may result in a conflict between the interests of Montgomery Securities and the Adviser which, in certain circumstances, may restrict the Sub-Adviser from trading or recommending the trading in certain securities. (g) The Sub-Adviser shall promptly notify the Adviser of any financial condition that is likely to impair the Sub-Adviser's ability to fulfill its commitment under this Agreement. (h) The Adviser hereby authorizes the Sub-Adviser to receive and confer upon the Sub-Adviser complete discretion to vote proxies solicited by or with respect to the issuers of securities in which the Assets may be invested from time to time ("Proxies"). The Sub-Adviser shall vote all Proxies in a manner which, at the time of any Proxy vote is cast, is consistent with the Sub-Adviser's good faith judgment. The Adviser shall promptly deliver or cause to be delivered to the Sub-Adviser all Proxies, including any information with respect thereto, received by the Adviser or the Trust, or by any agent of the Adviser or the Trust, including without limitation, any custodian of the Assets. The Adviser shall hold the Sub- Adviser harmless for failure to vote Proxies, which are not received by, or delivered to, the Sub-Adviser in sufficient time to permit the Sub-Adviser to vote such Proxies in accordance with the Sub-Adviser's good faith judgment. Services to be furnished by the Sub-Adviser under this Agreement may be furnished through the medium of any of the Sub-Adviser's partners, officers or employees. 2. DUTIES OF THE ADVISER. The Adviser shall continue to have responsibility for all services to be provided to the Portfolio pursuant to the Advisory Agreement and shall oversee and review the Sub-Adviser's performance of its duties under this Agreement; provided, however, that nothing herein shall be construed to relieve the Sub-Adviser of responsibility for compliance with the Portfolio's investment objectives, policies, and restrictions, as provided in Section 1 hereunder, in connection with its management of the Assets. 3. DELIVERY OF DOCUMENTS. The Adviser has furnished the Sub-Adviser with copies properly certified or authenticated of each of the following documents, and will provide the Sub-Adviser with any amendments thereto prior to or immediately upon effectiveness: (a) The Trust's Agreement and Declaration of Trust, as filed with the Secretary of State of the Commonwealth of Massachusetts (such Agreement and Declaration of Trust, as in effect on the date of this Agreement and as amended from time to time, herein called the "Declaration of Trust"); (b) By-Laws of the Trust (such By-Laws, as in effect on the date of this Agreement and as amended from time to time, is herein called the "By- Laws"); (c) Prospectus(es) of the Portfolio. 4 4. COMPENSATION TO THE SUB-ADVISER. For the services to be provided by the Sub-Adviser pursuant to this Agreement, the Adviser will pay the Sub- Adviser, and the Sub-Adviser agrees to accept as full compensation therefor, a sub-advisory fee at the rate specified in the Schedule(s) which is attached hereto and made part of this Agreement. The fee will be calculated based on the average monthly market value of the Assets under the Sub-Adviser's management and will be paid to the Sub-Adviser monthly. The Sub-Adviser may, in its discretion and from time to time, waive a portion of its fee. 5. LIMITATION OF LIABILITY OF THE SUB-ADVISER. The Sub-Adviser shall not be liable for any error of judgment or for any loss suffered by the Adviser in connection with performance of its obligations under this Agreement, except a loss resulting from a breach of fiduciary duty with respect to the receipt of compensation for services (in which case any award of damages shall be limited to the period and the amount set forth in Section 36(b)(3) of the 1940 Act), or a loss resulting from willful misfeasance, bad faith or negligence on the Sub-Adviser's part in the performance of its duties or from reckless disregard of its obligations and duties under this Agreement, except as may otherwise be provided under provisions of applicable state law which cannot be waived or modified hereby. 6. REPORTS. During the term of this Agreement, the Adviser agrees to furnish the Sub-Adviser at its principal office all prospectuses, proxy statements, reports to stockholders, sales literature or other materials prepared for distribution to stockholders of the Portfolios, the Trust or the public that refer to the Sub-Adviser or its clients in any way prior to use thereof and not to use material if the Sub-Adviser reasonably objects in writing within five business days (or such other period as may be mutually agreed) after receipt thereof. The Sub-Adviser's right to object to such materials is limited to the portions of such materials that expressly relate to the Sub-Adviser, its services and its clients. The Adviser agrees to use its reasonable best efforts to ensure that materials prepared by its employees or agents or its affiliates that refer to the Sub-Adviser or its clients in any way are consistent with those materials previously approved by the Sub-Adviser as referenced in the first sentence of this paragraph. Sales literature may be furnished to the Sub-Adviser by first class or overnight mail, facsimile transmission equipment or hand delivery. 7. INDEMNIFICATION. The Sub-Adviser shall indemnify and hold harmless the Adviser from and against any and all claims, losses, liabilities or damages (including reasonable attorney's fees and other related expenses) howsoever arising from or in connection with a breach by the Sub-Adviser of its duties and obligations under this Agreement; provided, however, that the Sub-Adviser shall not be required to indemnify or otherwise hold the Adviser harmless under this Section 7 where the claim against, or the loss, liability or damage experienced by the Adviser is caused by or is otherwise directly related to the Adviser's own willful misfeasance, bad faith or negligence, or to the reckless disregard of its duties under this Agreement. The Adviser shall indemnify and hold harmless the Sub-Adviser from and against any and all claims, losses, liabilities or damages (including reasonable attorney's fees and other related expenses) howsoever arising from or in connection with a breach by the Adviser of its duties and obligations under this Agreement; provided, however, that the Adviser shall not be required to indemnify or otherwise hold the Sub-Adviser harmless under this Section 7 where the claim against, or the loss, liability or damage experienced by the Sub-Adviser is caused by or is otherwise directly related to the Sub-Adviser's own willful misfeasance, bad faith or negligence, or to the reckless disregard of its duties under this Agreement. 5 8. CUSTODY. The custodian of the assets comprising the Emerging Markets Equity Portfolio will be State Street Bank and Trust Company (the "Custodian"). The Assets will be maintained by the Custodian in a subaccount, separately identified from the other assets of the Emerging Markets Equity Portfolio and the Trust. All transactions with respect to assets in the Portfolio will be carried out through the Custodian or such other custodians of the Portfolio as approved or appointed by the Portfolio. 9. DURATION AND TERMINATION. This Agreement shall become effective upon its approval by the Trust's Board of Trustees and by the vote of a majority of the outstanding voting securities of the Portfolio; provided, however, that at any time the Adviser shall have obtained exemptive relief from the SEC permitting it to engage a Sub-Adviser without first obtaining approval of the Agreement from a majority of the outstanding voting securities of the Portfolio(s) involved, the Agreement shall become effective upon its approval by the Trust's Board of Trustees. Any Sub-Adviser so selected and approved shall be without the protection accorded by shareholder approval of an investment adviser's receipt of compensation under Section 36(b) of the 1940 Act. This Agreement shall continue in effect for a period of more than two years from the date hereof only so long as continuance is specifically approved at least annually in conformance with the 1940 Act; provided, however, that this Agreement may be terminated with respect to the Portfolio (a) by the Portfolio at any time, without the payment of any penalty, by the vote of a majority of Trustees of the Trust or by the vote of a majority of the outstanding voting securities of the Portfolio, (b) by the Adviser at any time, without the payment of any penalty, on not more than 60 days' nor less than 30 days' written notice to the Sub-Adviser, or (c) by the Sub-Adviser at any time, without the payment of any penalty, on 90 days' written notice to the Adviser. This Agreement shall terminate automatically and immediately in the event of its assignment, or in the event of a termination of the Adviser's agreement with the Trust. As used in this Section 8, the terms "assignment" and "vote of a majority of the outstanding voting securities" shall have the respective meanings set forth in the 1940 Act and the rules and regulations thereunder, subject to such exceptions as may be granted by the Commission under the 1940 Act. 10. GOVERNING LAW. This Agreement shall be governed by the internal laws of the Commonwealth of Massachusetts, without regard to conflict of law principles; provided, however, that nothing herein shall be construed as being inconsistent with the 1940 Act. 11. SEVERABILITY. Should any part of this Agreement be held invalid by a court decision, statute, rule or otherwise, the remainder of this Agreement shall not be affected thereby. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors. 12. NOTICE: Any notice, advice or report to be given pursuant to this Agreement shall be deemed sufficient if delivered or mailed by registered, certified or overnight mail, postage prepaid addressed by the party giving notice to the other party at the last address furnished by the other party: To the Adviser at: SEI Financial Management Corporation 680 East Swedesford Road Wayne, PA 19087 Attention: Legal Department To the Sub-Adviser at: Montgomery Asset Management, L.P. 6 600 Montgomery Street San Francisco, CA 94111 Attention: Kevin T. Hamilton 13. ENTIRE AGREEMENT. This Agreement embodies the entire agreement and understanding between the parties hereto, and supersedes all prior agreements and understandings relating to this Agreement's subject matter. This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, but such counterparts shall, together, constitute only one instrument. 14. INFORMATION. The Sub-Adviser will notify the Adviser of any change in the composition of its partners within a reasonable time after such change. 15. ADVISER INFORMATION. For the purposes of complying with the laws of the State of California, the Adviser hereby consents to the disclosure to third parties of (i) the identity of the Portfolio as part of a representative list of other clients of the Sub-Adviser, (ii) investment results and other data of the Portfolio (other than the identity of the Adviser) in connection with providing composite investment results of the Sub-Adviser and (iii) investments and transactions of the Portfolio (other than the identity of the Adviser) in connection with proving composite information of the Sub-Adviser. A copy of the Declaration of Trust is on file with the Secretary of State of the Commonwealth of Massachusetts, and notice is hereby given that the obligations of this instrument are not binding upon any of the Trustees, officers or shareholders of the Portfolio or the Trust. Where the effect of a requirement of the 1940 Act reflected in any provision of this Agreement is altered by a rule, regulation or order of the Commission, whether of special or general application, such provision shall be deemed to incorporate the effect of such rule, regulation or order. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their officers designated below as of the day and year first written above. SEI Financial Management Montgomery Asset Management, L.P. Corporation by Montgomery Asset Management, Inc., its General Partner By: /s/ Robert B. Carroll By: /s/ Mark Gent - -------------------------------------------------------------------------------- Title: Vice President Title: President - ------------------------------------------------------------------------------- 7 Schedule A to the Sub-Advisory Agreement between SEI Financial Management Corporation and Montgomery Asset Management, L.P. Pursuant to Article 4, the Adviser shall pay the Sub-Adviser compensation at an annual rate as follows: Emerging Markets Equity Portfolio .90% up to $50 million .55% over $50 million 8 EX-99.B.5.L 7 SUB-ADVISORY AGREEMENT EXHIBIT 5(l) INVESTMENT SUB-ADVISORY AGREEMENT SEI INTERNATIONAL TRUST AGREEMENT made this 16th day of December, 1994, by and among SEI Financial Management Corporation, (the "Adviser") and Acadian Asset Mangement, Inc. (the "Sub-Adviser"). WHEREAS, SEI International Trust, a Massachusetts business trust (the "Trust") is registered as an open-end management investment company under the Investment Company Act of 1940, as amended (the "1940 Act"); and WHEREAS, the Adviser has entered into an Investment Advisory Agreement dated December 16, 1994 (the "Advisory Agreement") with the Trust, pursuant to which the Adviser will act as investment adviser to the International Equity Portfolio (the "Portfolio"), which is a series of the Trust; and WHEREAS, the Adviser, with the approval of the Trust, desires to retain the Sub-Adviser to provide investment advisory services to the Adviser in connection with the management of the Portfolio, and the Sub-Adviser is willing to render such investment advisory services. NOW, THEREFORE, the parties hereto agree as follows: 1. DUTIES OF THE SUB-ADVISER. Subject to supervision by the Adviser and the Trust's Board of Trustees, the Sub-Adviser shall manage the investment operations of the Portfolio and the composition of the Portfolio, including the purchase, retention and disposition of securities and other assets, in accordance with the Portfolio's investment objectives, policies and restrictions as stated in the Portfolio's prospectus and statement of additional information, as currently in effect and as amended or supplemented from time to time (referred to collectively as the "Prospectus"), and subject to the following: (a) The Sub-Adviser shall provide supervision of the Portfolio's investments and determine from time to time what investments and securities will be purchased, retained or sold by the Portfolio, and what portion of the assets will be invested or held uninvested in cash. (b) In the performance of its duties and obligations under this Agreement, the Sub-Adviser shall act in conformity with the Trust's Declaration of Trust (as defined herein) and the Prospectus and with the instructions and directions of the Adviser and of the Board of Trustees of the Trust and will conform to and comply with the requirements of the 1940 Act, the Internal Revenue Code of 1986, and all other applicable federal and state laws and regulations, as each is amended from time to time. (c) The Sub-Adviser shall determine the securities to be purchased or sold by the Portfolio and will place orders with or through such persons, brokers or dealers to carry out the policy with respect to brokerage set forth in the Portfolio's Registration Statement (as defined herein) and Prospectus or as the Board of Trustees or the Adviser may direct from time to time, in conformity with federal securities laws. In executing Portfolio transactions and selecting brokers or dealers, the Sub-Adviser will use its best efforts to seek on behalf of the Portfolio the best overall terms available. In assessing the best overall terms available for any transaction, the Sub-Adviser shall consider all factors that it deems relevant, including the breadth of the market in the security, the price of the security, the financial condition and execution capability of the broker or dealer, and the reasonableness of the commission, if any, both for the specific transaction and on a continuing basis. In evaluating the best overall terms available, and in selecting the broker-dealer to execute a particular transaction the Sub-Adviser may also consider the brokerage and research services (as those terms are defined in Section 28(e) of the Securities Exchange Act of 1934) provided to the Portfolio and/or other accounts over which the Sub-Adviser or an affiliate of the Sub-Adviser may exercise investment discretion. The Sub-Adviser is authorized, subject to the prior approval of the Trust's Board of Trustees, to pay to a broker or dealer who provides such brokerage and research services a commission for executing a portfolio transaction for any of the Portfolios which is in excess of the amount of commission another broker or dealer would have charged for effecting that transaction if, but only if, the Sub-Adviser determines in good faith that such commission was reasonable in relation to the value of the brokerage and research services provided by such broker or dealer - - viewed in terms of that particular transaction or terms of the overall responsibilities of the Sub-Adviser to the Portfolio. In addition, the Sub-Adviser if authorized to allocate purchase and sale orders for portfolio securities to brokers or dealers (including brokers and dealers that are affiliated with the Sub-Adviser or the Trust's principal underwriter) to take into account the sale of shares of the Trust if the Sub-Adviser believes that the quality of the transaction and the commission are comparable to what they would be with other qualified firms. In no instance, however, will any Portfolio's securities be purchased from or sold to the Sub-Adviser, the Trust's principal underwriter, or any affiliated person of either the Trust, the Sub-Adviser or the principal underwriter, acting as principal in the transaction, except to the extent permitted by the Securities and Exchange Commission and the 1940 Act. (d) The Sub-Adviser shall maintain all books and records with respect to the Portfolio's portfolio transactions required by subparagraphs (b)(5), (6), (7), (9), (10) and (11) and paragraph (f) of Rule 31a-1 under the 1940 Act and shall render to the Adviser or Board of Trustees such periodic and special reports as the Adviser or Board of Trustees may reasonably request. The Sub-Adviser shall keep the Portfolio's books and records required to be maintained by the Sub-Adviser of this Agreement and shall timely furnish to the Adviser all information relating to the Sub-Adviser's services under this Agreement needed by the Adviser to keep the other books and records of the Portfolio required by Rule 31a-1 under the 1940 Act. The Sub-Adviser shall also furnish to the Adviser any other information that is required to be filled by the Adviser or the Trust with the Securities and Exchange Commission ("SEC") or sent to shareholders under the 1940 Act (including the rules adopted thereunder) or any exemptive or other relief that the Adviser or the Trust obtains from the SEC. The Sub-Adviser agrees that all records that it maintains on behalf of the Portfolio are property of the Portfolio and the Sub-Adviser will surrender promptly to the Portfolio any of such records upon the Portfolio's request; provided, however, that the Sub-Adviser may retain a copy of such records. In addition, for the duration of this Agreement, the Sub-Adviser shall preserve for the periods prescribed by Rule 31a-2 under the 1940 Act any such records as are required to be maintained by it pursuant to this Agreement, and shall transfer said records to any successor Sub-Adviser upon the termination of his Agreement (or, if there is no successor Sub-Adviser, to the Adviser). (e) The Sub-Adviser shall provide the Portfolio's custodian on each business day with information relating to all transactions concerning the Portfolio's assets and shall provide the Adviser with such information upon request of the Adviser. (f) The investment management services provided by the Sub-Adviser under this Agreement are not to be deemed exclusive and the Sub-Adviser shall be free to render similar services to others, as long as such services do not impair the services rendered to the Adviser or the Trust. (g) The Sub-Adviser shall promptly notify the Adviser of any financial condition that is likely to impair the Sub-Adviser's ability to fulfill its commitment under this Agreement. Services to be furnished by the Sub-Adviser under this Agreement may be furnished through the medium of any of the Sub-Adviser's partners, officers or employees. 2. DUTIES OF THE ADVISER. The Adviser shall continue to have responsibility for all services to be provided to the Portfolio pursuant to the Advisory Agreement and shall oversee and review the Sub-Adviser's performance of its duties under this Agreement; provided, however, that nothing herein shall be construed to relieve the Sub-Adviser of responsibility for compliance with the Portfolio's investment objectives, policies, and restrictions, as provided in Section 1 hereunder. 3. DELIVERY OF DOCUMENTS. The Adviser has furnished the Sub-Adviser with copies properly certified or authenticated of each of the following documents: (a) The Trust's Agreement and Declaration of Trust, as filed with the Secretary of State of the Commonwealth of Massachusetts (such Agreement and Declaration of Trust, as in effect on the date of this Agreement and as amended from time to time, herein called the "Declaration of Trust"); (b) By-Laws of the Trust (such By-Laws, as in effect on the date of this Agreement and as amended from time to time, are herein called the "By- Laws"); (c) Prospectus(es) of the Portfolio. 4. COMPENSATION TO THE SUB-ADVISER. For the services to be provided by the Sub-Adviser pursuant to this Agreement, the Adviser will pay the Sub- Adviser, and the Sub-Adviser agrees to accept as full compensation therefor, a sub-advisory fee at the rate specified in the Schedule(s) which is attached hereto and made part of this Agreement. The fee will be calculated based on the average monthly market value of investments under management and will be paid to the Sub-Adviser monthly. The Sub-Adviser may, in its discretion and from time to time, waive a portion of its fee. 5. LIMITATION OF LIABILITY OF THE SUB-ADVISER. The Sub-Adviser shall not be liable for any error of judgment or for any loss suffered by the Adviser in connection with performance of its obligations under this Agreement, except a loss resulting from a breach of fiduciary duty with respect to the receipt of compensation for services (in which case any award of damages shall be limited to the period and the amount set forth in Section 36(b)(3) of the 1940 Act), or a loss resulting from willful misfeasance, bad faith or negligence on the Sub-Adviser's part in the performance of its duties or from reckless disregard of its obligations and duties under this Agreement, except as may otherwise be provided under provisions of applicable state law which cannot be waived or modified hereby. 6. REPORTS. During the term of this Agreement, the Adviser agrees to furnish the Sub-Adviser at its principal office all prospectuses, proxy statements, reports to stockholders, sales literature or other materials prepared for distribution to stockholders of the Portfolios, the Trust or the public that refer to the Sub-Adviser or its clients in any way prior to use thereof and not to use material if the Sub-Adviser reasonably objects in writing within five business days (or such other period as may be mutually agreed) after receipt thereof. The Sub-Adviser's right to object to such materials is limited to the portions of such materials that expressly relate to the Sub-Adviser, its services and its clients. The Adviser agrees to use its reasonable best efforts to ensure that materials prepared by its employees or agents or its affiliates that refer to the Sub-Adviser or its clients in any way are consistent with those materials previously approved by the Sub-Adviser as referenced in the first sentence of this paragraph. Sales literature may be furnished to the Sub-Adviser by first class or overnight mail, facsimile transmission equipment or hand delivery. 7. INDEMNIFICATION. The Sub-Adviser shall indemnify and hold harmless the Adviser from and against any and all claims, losses, liabilities or damages (including reasonable attorney's fees and other related expenses) howsoever arising from or in connection with this Agreement or the performance by the Sub-Adviser of its duties hereunder; provided, however, that the Sub- Adviser shall not be required to indemnify or otherwise hold the Adviser harmless under this Section 7 where the claim against, or the loss, liability or damage experienced by the Adviser, is caused by or is otherwise directly related to the Adviser's own willful misfeasance, bad faith or negligence, or to the reckless disregard of its duties under this Agreement. 8. DURATION AND TERMINATION. This Agreement shall become effective upon its approval by the Trust's Board of Trustees and by the vote of a majority of the outstanding voting securities of the Portfolio; provided, however, that at any time the Adviser shall have obtained exemptive relief from the SEC permitting it to engage a Sub-Adviser without first obtaining approval of the Agreement from a majority of the outstanding voting securities of the Portfolio(s) involved, the Agreement shall become effective upon its approval by the Trust's Board of Trustees. Any Sub-Adviser so selected and approved shall be without the protection accorded by shareholder approval of an investment adviser's receipt of compensation under Section 36(b) of the 1940 Act. This Agreement shall continue in effect for a period of more than two years from the date hereof only so long as continuance is specifically approved at least annually in conformance with the 1940 Act; provided, however, that this Agreement may be terminated with respect to the Portfolio (a) by the Portfolio at any time, without the payment of any penalty, by the vote of a majority of Trustees of the Trust or by the vote of a majority of the outstanding voting securities of such Portfolio, (b) by the Adviser at any time, without the payment of any penalty, on not more than 60 days' nor less than 30 days' written notice to the other party, or (c) by the Sub- Adviser at any time, without the payment of any penalty, on 90 days' written notice to the other party. This Agreement shall terminate automatically and immediately in the event of its assignment, or in the event of a termination of the Adviser's agreement with the Trust. As used in this Section 8, the terms "assignment" and "vote of a majority of the outstanding voting securities" shall have the respective meanings set forth in the 1940 Act and the rules and regulations thereunder, subject to such exceptions as may be granted by the Commission under the 1940 Act. 9. GOVERNING LAW. This Agreement shall be governed by the internal laws of the Commonwealth of Massachusetts, without regard to conflict of law principles; provided, however, that nothing herein shall be construed as being inconsistent with the 1940 Act. 10. SEVERABILITY. Should any part of this Agreement be held invalid by a court decision, statute, rule or otherwise, the remainder of this Agreement shall not be affected thereby. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors. 11. NOTICE: Any notice, advice or report to be given pursuant to this Agreement shall be deemed sufficient if delivered or mailed by registered, certified or overnight mail, postage prepaid addressed by the party giving notice to the other party at the last address furnished by the other party: To the Adviser at: SEI Financial Management Corporation 680 East Swedesford Road Wayne, PA 19087 Attention: Legal Department To the Sub-Adviser at: Acadian Asset Mangement, Inc. 260 Franklin Street Boston, MA 02110 Attention: President 12. ENTIRE AGREEMENT. This Agreement embodies the entire agreement and understanding between the parties hereto, and supersedes all prior agreements and understandings relating to this Agreement's subject matter. This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, but such counterparts shall, together, constitute only one instrument. Where the effect of a requirement of the 1940 Act reflected in any provision of this Agreement is altered by a rule, regulation or order of the Commission, whether of special or general application, such provision shall be deemed to incorporate the effect of such rule, regulation or order. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their officers designated below as of the day and year first written above. SEI Financial Management Corporation Acadian Asset Mangement, Inc. By: /s/ Robert B. Carroll By: /s/ Gary L. Bergsbron Title: Vice President Title: Vice President Schedule A to the Sub-Advisory Agreement between SEI Financial Management Corporation and Acadian Asset Mangement, Inc. Pursuant to Article 4, the Adviser shall pay the Sub-Adviser compensation at an annual rate as follows: International Equity .325% on first $150 million .25% on next $100 million .15% on next $100 million .10% over $350 million EX-99.B.5.M 8 SUB-ADVISORY AGREEMENT Exhibit 5(m) INVESTMENT SUB-ADVISORY AGREEMENT SEI INTERNATIONAL TRUST AGREEMENT made this 16th day of December, 1994, by and among SEI Financial Management Corporation, (the "Adviser") and WorldInvest Limited (the "Sub-Adviser"). WHEREAS, SEI International Trust, a Massachusetts business trust (the "Trust") is registered as an open-end management investment company under the Investment Company Act of 1940, as amended (the "1940 Act"); and WHEREAS, the Adviser has entered into an Investment Advisory Agreement dated December 16, 1994 (the "Advisory Agreement") with the Trust, pursuant to which the Adviser will act as investment adviser to the International Equity Portfolio (the "Portfolio"), which is a series of the Trust; and WHEREAS, the Adviser, with the approval of the Trust, desires to retain the Sub-Adviser to provide investment advisory services to the Adviser in connection with the management of the Portfolio, and the Sub-Adviser is willing to render such investment advisory services. WHEREAS, the Sub-Adviser is a member of The Investment Management Regulatory Organization Limited ("IMRO") and is regulated by IMRO in conducting its investment business. NOW, THEREFORE, the parties hereto agree as follows: 1. DUTIES OF THE SUB-ADVISER. Subject to supervision by the Adviser and the Trust's Board of Trustees, the Sub-Adviser shall manage the investment operations of the Portfolio and the composition of the Portfolio, including the purchase, retention and disposition of securities and other assets, in accordance with the Portfolio's investment objectives, policies and restrictions as stated in the Portfolio's prospectus and statement of additional information, as currently in effect and as amended or supplemented from time to time (referred to collectively as the "Prospectus"), and subject to the following: (a) The Sub-Adviser shall provide supervision of the Portfolio's investments and determine from time to time what investments and securities will be purchased, retained or sold by the Portfolio, and what portion of the assets will be invested or held uninvested in cash. (b) In the performance of its duties and obligations under this Agreement, the Sub-Adviser shall act in conformity with the Trust's Declaration of Trust (as defined herein) and the Prospectus and with the instructions and directions of the Adviser and of the Board of Trustees of the Trust and will conform to and comply with the requirements of the 1940 Act, the Internal Revenue Code of 1986, and all other applicable federal and state laws and regulations, as each is amended from time to time. (c) The Sub-Adviser shall determine the securities to be purchased or sold by the Portfolio and will place orders with or through such persons, brokers or dealers to carry out the policy with respect to brokerage set forth in the Portfolio's Registration Statement (as defined herein) and Prospectus or as the Board of Trustees or the Adviser may direct from time to time, in conformity with federal securities laws. In executing Portfolio transactions and selecting brokers or dealers, the Sub-Adviser will use its best efforts to seek on behalf of the Portfolio the best overall terms available. In assessing the best overall terms available for any transaction, the Sub-Adviser shall consider all factors that it deems relevant, including the breadth of the market in the security, the price of the security, the financial condition and execution capability of the broker or dealer, and the reasonableness of the commission, if any, both for the specific transaction and on a continuing basis. In evaluating the best overall terms available, and in selecting the broker-dealer to execute a particular transaction the Sub-Adviser may also consider the brokerage and research services (as those terms are defined in Section 28(e) of the Securities Exchange Act of 1934) provided to the Portfolio and/or other accounts over which the Sub-Adviser or an affiliate of the Sub-Adviser may exercise investment discretion. The Sub-Adviser is authorized, subject to the prior approval of the Trust's Board of Trustees, to pay to a broker or dealer who provides such brokerage and research services a commission for executing a portfolio transaction for any of the Portfolios which is in excess of the amount of commission another broker or dealer would have charged for effecting that transaction if, but only if, the Sub-Adviser determines in good faith that such commission was reasonable in relation to the value of the brokerage and research services provided by such broker or dealer - - viewed in terms of that particular transaction or terms of the overall responsibilities of the Sub-Adviser to the Portfolio. In addition, the Sub-Adviser if authorized to allocate purchase and sale orders for portfolio securities to brokers or dealers (including brokers and dealers that are affiliated with the Sub-Adviser or the Trust's principal underwriter) to take into account the sale of shares of the Trust if the Sub-Adviser believes that the quality of the transaction and the commission are comparable to what they would be with other qualified firms. In no instance, however, will any Portfolio's securities be purchased from or sold to the Sub-Adviser, the Trust's principal underwriter, or any affiliated person of either the Trust, the Sub-Adviser or the principal underwriter, acting as principal in the transaction, except to the extent permitted by the Securities and Exchange Commission and the 1940 Act. (d) The Sub-Adviser shall maintain all books and records with respect to the Portfolio's portfolio transactions required by subparagraphs (b)(5), (6), (7), (9), (10) and (11) and paragraph (f) of Rule 31a-1 under the 1940 Act and shall render to the Adviser or Board of Trustees such periodic and special reports as the Adviser or Board of Trustees may reasonably request. The Sub-Adviser shall keep the Portfolio's books and records required to be maintained by the Sub-Adviser of this Agreement and shall timely furnish to the Adviser all information relating to the Sub-Adviser's services under this Agreement needed by the Adviser to keep the other books and records of the Portfolio required by Rule 31a-1 under the 1940 Act. The Sub-Adviser shall also furnish to the Adviser any other information that is required to be filled by the Adviser or the Trust with the Securities and Exchange Commission ("SEC") or sent to shareholders under the 1940 Act (including the rules adopted thereunder) or any exemptive or other relief that the Adviser or the Trust obtains from the SEC. The Sub-Adviser agrees that all records that it maintains on behalf of the Portfolio are property of the Portfolio and the Sub- Adviser will surrender promptly to the Portfolio any of such records upon the Portfolio's request; provided, however, that the Sub-Adviser may retain a copy of such records. In addition, for the duration of this Agreement, the Sub-Adviser shall preserve for the periods prescribed by Rule 31a-2 under the 1940 Act any such records as are required to be maintained by it pursuant to this Agreement, and shall transfer said records to any successor Sub-Adviser upon the termination of his Agreement (or, if there is no successor Sub-Adviser, to the Adviser). (e) The Sub-Adviser shall provide the Portfolio's custodian on each business day with information relating to all transactions concerning the Portfolio's assets and shall provide the Adviser with such information upon request of the Adviser. (f) The investment management services provided by the Sub-Adviser under this Agreement are not to be deemed exclusive and the Sub-Adviser shall be free to render similar services to others, as long as such services do not impair the services rendered to the Adviser or the Trust. (g) The Sub-Adviser shall promptly notify the Adviser of any financial condition that is likely to impair the Sub-Adviser's ability to fulfill its commitment under this Agreement. Services to be furnished by the Sub-Adviser under this Agreement may be furnished through the medium of any of the Sub-Adviser's partners, officers or employees. 2. DUTIES OF THE ADVISER. The Adviser shall continue to have responsibility for all services to be provided to the Portfolio pursuant to the Advisory Agreement and shall oversee and review the Sub-Adviser's performance of its duties under this Agreement; provided, however, that nothing herein shall be construed to relieve the Sub-Adviser of responsibility for compliance with the Portfolio's investment objectives, policies, and restrictions, as provided in Section 1 hereunder. 3. DELIVERY OF DOCUMENTS. The Adviser has furnished the Sub-Adviser with copies properly certified or authenticated of each of the following documents: (a) The Trust's Agreement and Declaration of Trust, as filed with the Secretary of State of the Commonwealth of Massachusetts (such Agreement and Declaration of Trust, as in effect on the date of this Agreement and as amended from time to time, herein called the "Declaration of Trust"); (b) By-Laws of the Trust (such By-Laws, as in effect on the date of this Agreement and as amended from time to time, are herein called the "By- Laws"); (c) Prospectus(es) of the Portfolio. 4. COMPENSATION TO THE SUB-ADVISER. For the services to be provided by the Sub-Adviser pursuant to this Agreement, the Adviser will pay the Sub- Adviser, and the Sub-Adviser agrees to accept as full compensation therefor, a sub-advisory fee at the rate specified in the Schedule(s) which is attached hereto and made part of this Agreement. The fee will be calculated based on the average monthly market value of investments under management and will be paid to the Sub-Adviser monthly. The Sub- Adviser may, in its discretion and from time to time, waive a portion of its fee. 5. LIMITATION OF LIABILITY OF THE SUB-ADVISER. The Sub-Adviser shall not be liable for any error of judgment or for any loss suffered by the Adviser in connection with performance of its obligations under this Agreement, except a loss resulting from a breach of fiduciary duty with respect to the receipt of compensation for services (in which case any award of damages shall be limited to the period and the amount set forth in Section 36(b)(3) of the 1940 Act), or a loss resulting from willful misfeasance, bad faith or negligence on the Sub-Adviser's part in the performance of its duties or from reckless disregard of its obligations and duties under this Agreement, except as may otherwise be provided under provisions of applicable state law which cannot be waived or modified hereby. 6. REPORTS. During the term of this Agreement, the Adviser agrees to furnish the Sub-Adviser at its principal office all prospectuses, proxy statements, reports to stockholders, sales literature or other materials prepared for distribution to stockholders of the Portfolios, the Trust or the public that refer to the Sub-Adviser or its clients in any way prior to use thereof and not to use material if the Sub-Adviser reasonably objects in writing within five business days (or such other period as may be mutually agreed) after receipt thereof. The Sub-Adviser's right to object to such materials is limited to the portions of such materials that expressly relate to the Sub-Adviser, its services and its clients. The Adviser agrees to use its reasonable best efforts to ensure that materials prepared by its employees or agents or its affiliates that refer to the Sub-Adviser or its clients in any way are consistent with those materials previously approved by the Sub- Adviser as referenced in the first sentence of this paragraph. Sales literature may be furnished to the Sub-Adviser by first class or overnight mail, facsimile transmission equipment or hand delivery. 7. INDEMNIFICATION. The Sub-Adviser shall indemnify and hold harmless the Adviser from and against any and all claims, losses, liabilities or damages (including reasonable attorney's fees and other related expenses) howsoever arising from or in connection with this Agreement or the performance by the Sub-Adviser of its duties hereunder; provided, however, that the Sub-Adviser shall not be required to indemnify or otherwise hold the Adviser harmless under this Section 7 where the claim against, or the loss, liability or damage experienced by the Adviser, is caused by or is otherwise directly related to the Adviser's own willful misfeasance, bad faith or negligence, or to the reckless disregard of its duties under this Agreement. 8. DURATION AND TERMINATION. This Agreement shall become effective upon its approval by the Trust's Board of Trustees and by the vote of a majority of the outstanding voting securities of the Portfolio; provided, however, that at any time the Adviser shall have obtained exemptive relief from the SEC permitting it to engage a Sub-Adviser without first obtaining approval of the Agreement from a majority of the outstanding voting securities of the Portfolio(s) involved, the Agreement shall become effective upon its approval by the Trust's Board of Trustees. Any Sub- Adviser so selected and approved shall be without the protection accorded by shareholder approval of an investment adviser's receipt of compensation under Section 36(b) of the 1940 Act. This Agreement shall continue in effect for a period of more than two years from the date hereof only so long as continuance is specifically approved at least annually in conformance with the 1940 Act; provided, however, that this Agreement may be terminated with respect to the Portfolio (a) by the Portfolio at any time, without the payment of any penalty, by the vote of a majority of Trustees of the Trust or by the vote of a majority of the outstanding voting securities of such Portfolio, (b) by the Adviser at any time, without the payment of any penalty, on not more than 60 days' nor less than 30 days' written notice to the other party, or (c) by the Sub-Adviser at any time, without the payment of any penalty, on 90 days' written notice to the other party. This Agreement shall terminate automatically and immediately in the event of its assignment, or in the event of a termination of the Adviser's agreement with the Trust. As used in this Section 8, the terms "assignment" and "vote of a majority of the outstanding voting securities" shall have the respective meanings set forth in the 1940 Act and the rules and regulations thereunder, subject to such exceptions as may be granted by the Commission under the 1940 Act. 9. GOVERNING LAW. This Agreement shall be governed by the internal laws of the Commonwealth of Massachusetts, without regard to conflict of law principles; provided, however, that nothing herein shall be construed as being inconsistent with the 1940 Act. 10. SEVERABILITY. Should any part of this Agreement be held invalid by a court decision, statute, rule or otherwise, the remainder of this Agreement shall not be affected thereby. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors. 11. NOTICE: Any notice, advice or report to be given pursuant to this Agreement shall be deemed sufficient if delivered or mailed by registered, certified or overnight mail, postage prepaid addressed by the party giving notice to the other party at the last address furnished by the other party: To the Adviser at: SEI Financial Management Corporation 680 East Swedesford Road Wayne, PA 19087 Attention: Legal Department To the Sub-Adviser at: WorldInvest Limited 56 Russell Square London WC1B 4HP England Attention: President 12. ENTIRE AGREEMENT. This Agreement embodies the entire agreement and understanding between the parties hereto, and supersedes all prior agreements and understandings relating to this Agreement's subject matter. This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, but such counterparts shall, together, constitute only one instrument. Where the effect of a requirement of the 1940 Act reflected in any provision of this Agreement is altered by a rule, regulation or order of the Commission, whether of special or general application, such provision shall be deemed to incorporate the effect of such rule, regulation or order. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their officers designated below as of the day and year first written above. SEI Financial Management Corporation WorldInvest Limited By: /s/ Robert B. Carroll By: /s/ /s/ Charles Hall Title: Vice President Title: Chairman Director Schedule A to the Sub-Advisory Agreement between SEI Financial Management Corporation and WorldInvest Limited Pursuant to Article 4, the Adviser shall pay the Sub-Adviser compensation at an annual rate as follows: International Equity .325% on first $300 million .20% on next $300 million EX-99.B.11 9 CONSENT Exhibit (11) Consent of Independent Accountants We hereby consent to the use in the Statement of Additional Information constituting part of this Post-Effective Amendment No. 19 to the Registration Statement on Form N-1A of our report dated April 11, 1995, relating to the financial statements of the Core International Equity, European Equity, Pacific Basin Equity, Emerging Markets Equity and International Fixed Income Portfolios of SEI International Trust which appears in such Statement of Additional Information and to the incorporation by reference of our report into the Prospectuses which constitute part of this Registration Statement. We also consent to the references to us under the headings "Experts" and "Financial Statements" in the Statement of Additional Information and to the references to us under the headings "Financial Highlights" and "General Information" in the Prospectuses. PRICE WATERHOUSE LLP Philadelphia, PA April 27, 1995 EX-99.B.15.A 10 DISTRIBUTION PLAN Exhibit 15(a) DISTRIBUTION PLAN ProVantage Funds WHEREAS, SEI International Trust (the "Trust") is engaged in business as an open-end 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's ProVantage Funds Class and the owners of units of beneficial interest ("Shareholders") in the Trust's ProVantage Funds Class; 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 ProVantage Funds Distribution Plan ("Plan") to enable the Trust to directly or indirectly bear expenses relating to the distribution of ProVantage Funds 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 in an amount equal to .30% of the average daily net assets of the ProVantage Funds of the Portfolios. 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 shares, 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. In addition, the Trust will pay the Distributor a fee on the ProVantage Funds of the Portfolios up to the amount set forth on Exhibit A. The Distributor may use this fee for (i) compensation for it services in connection with distribution assistance or provision of shareholder services; or (ii) payments to financial institutions and intermediaries such as banks, savings and loan associations, insurance companies and investment counselors, broker-dealers and the Distributor's affiliates and subsidiaries as compensation for services or reimbursement of expenses incurred in connection with distribution assistance or provision of shareholder services. Section 3. Expenses permitted pursuant to this Plan shall include, and be limited to, the following: 1 (a) The incremental printing costs incurred in producing for and distributing to persons other than current Shareholders of the Trust the reports, prospectuses, notices and similar materials that are prepared by the Trust for current Shareholders; (b) advertising; (c) the costs of preparing, printing and distributing any literature used in connection with the offering of the Trust's Shares and not covered by Section 3(a) of this Plan; and (d) expenses incurred in connection with the promotion and sale of the Trust's Shares 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 outstanding voting securities of the Trust's ProVantage Funds Class; 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, cast in person at a Board of Trustees meeting called for the 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 or by vote of a majority of the outstanding voting securities of the Trust's ProVantage Funds Class. 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 or by the vote of Shareholders holding a majority of the Trust's outstanding voting securities, on not more than 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 2 Shareholders 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. 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 12. This Plan shall not obligate the Trust or any other party to ----------- enter into an agreement with any particular person. 3
EXHIBIT A --------- Core International Equity Portfolio (formerly, International Equity)...... 30% International Fixed Income Portfolio...................................... 30% European Equity Portfolio................................................. 30% Pacific Basin Equity Portfolio............................................ 30% Emerging Markets Equity Portfolio......................................... 30%
April 12, 1995 4 -----END PRIVACY-ENHANCED MESSAGE-----