-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, RbU/hkn/N/tenmvqPmRSNNG+dCQobIp9cOYBbDC7lZ2yk21XetCOGu5VjtPJrEIz TiCWTeLgfgFRsTz4issrdw== 0000950109-95-005371.txt : 19951226 0000950109-95-005371.hdr.sgml : 19951226 ACCESSION NUMBER: 0000950109-95-005371 CONFORMED SUBMISSION TYPE: N14AE24 PUBLIC DOCUMENT COUNT: 11 FILED AS OF DATE: 19951222 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: N14AE24 SEC ACT: 1933 Act SEC FILE NUMBER: 033-65361 FILM NUMBER: 95604154 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 N14AE24 1 FORM N14AE24 As filed with the Securities and Exchange Commission on December 22, 1995 1933 Act File No. 33- - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM N-14 ---- REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 / X / ---- ---- PRE-EFFECTIVE AMENDMENT NO. __ / / ---- ---- POST-EFFECTIVE AMENDMENT NO. __ / / ---- SEI INTERNATIONAL TRUST ----------------------- (Exact Name of Registrant as Specified in Declaration of Trust) c/o CT Corporation 2 Oliver Street Boston, Massachusetts 02109 (Address of Principal Executive Offices) Registrant's Telephone Number: 1-800-342-5734 David G. Lee c/o SEI Corporation 680 East Swedesford Road Wayne, Pennsylvania 19087-1658 (Name and Address of Agent for Service) Copies to: Richard W. Grant, Esq. Morgan, Lewis & Bockius LLP 2000 One Logan Square Philadelphia, PA 19103 Approximate Date of the proposed offering: As soon as practicable after this Registration Statement becomes effective. It is proposed that this filing will become effective on January 22, 1996, pursuant to Rule 488. No filing fee is required because an indefinite number of shares of beneficial interest have previously been registered pursuant to Rule 24f-2 under the Investment Company Act of 1940. Pursuant to Rule 429, this Registration Statement relates to shares for which a registration statement on Form N-1A (File No. 33-22821) has been filed. SEI INTERNATIONAL TRUST December 22, 1995 Cross Reference Sheet Items Required by Form N-14 - ---------------------------
Part A Information Required in Prospectus Registration Statement Heading - ------ ---------------------------------- ------------------------------ Item 1. Beginning of Registration Cover Page of Registration and Outside Front Cover Statement of Prospectus Statement Item 2. Beginning and Outside Back Table of Contents Cover Page of Prospectus Item 3. Synopsis and Risk Factors Summary Item 4. Information About the Summary; Reasons for the Transaction Reorganization; Information About the Reorganization Item 5. Information About the Prospectus Cover Page; Summary; Registrant Information About the Reorganization; Comparison of Investment Objectives, Policies, and Restrictions; General Information on Shareholder Rights; Additional Information Concerning the International Trust and International Equity Portfolio; Additional Information concerning the Portfolios Item 6. Information About the Prospectus Cover Page; Summary; Companies Being Information About the Acquired Reorganization; Comparison of Investment Objectives, Policies, and Restrictions; General Information on Shareholder Rights; Additional Information Concerning the International Trust and International Equity Portfolio; Additional Information Concerning the Portfolio Item 7. Voting Information Prospectus Cover Page; Notice of Special Meeting of Shareholders; Summary; Voting Information Concerning the Meeting Item 8. Interest of Certain Inapplicable Persons and Experts Item 9. Additional Information Inapplicable Required for Reoffering by Persons Deemed to be Underwriters
Information Required in a Part B Statement of Additional Information - ------ ----------------------------------- Item 10. Cover Page Cover Page Item 11. Table of Contents Table of Contents Item 12. Additional Information About Additional Information the Registrant About International Equity Portfolio Item 13. Additional Information About Additional Information the Companies Being Acquired About European Equity and Pacific Basin Equity Portfolios Item 14. Financial Statements Financial Statements Part C Other Information - ------ ----------------- Item 15. Indemnification Indemnification Item 16. Exhibits Exhibits Item 17. Undertakings Undertakings
SEI EUROPEAN EQUITY PORTFOLIO SEI PACIFIC BASIN EQUITY PORTFOLIO ====================================================================== IMPORTANT SHAREHOLDER INFORMATION ====================================================================== THE DOCUMENT YOU HOLD IN YOUR HANDS CONTAINS YOUR PROXY STATEMENT AND PROXY CARD. A PROXY CARD IS, IN ESSENCE, A BALLOT. WHEN YOU VOTE YOUR PROXY, IT TELLS US HOW TO VOTE ON YOUR BEHALF ON IMPORTANT ISSUES RELATING TO YOUR PORTFOLIO. EACH PROXY CARD MAY BE COMPLETED BY CHECKING A SINGLE BOX AND VOTING FOR OR AGAINST ALL OF THE PROPOSALS RELATING TO YOUR PORTFOLIO, OR YOU MAY VOTE ON EACH PROPOSAL SEPARATELY. IF YOU SIMPLY SIGN THE PROXY WITHOUT SPECIFYING A VOTE, YOUR SHARES WILL BE VOTED IN ACCORDANCE WITH THE RECOMMENDATIONS OF THE BOARD OF TRUSTEES. WE URGE YOU TO SPEND A FEW MINUTES WITH THE PROXY STATEMENT, FILL OUT YOUR PROXY CARD, AND RETURN IT TO US. VOTING YOUR PROXY, AND DOING SO PROMPTLY, ENSURES THAT THE PORTFOLIOS WILL NOT NEED TO CONDUCT ADDITIONAL MAILINGS. WHEN SHAREHOLDERS DO NOT RETURN THEIR PROXIES IN SUFFICIENT NUMBERS, WE HAVE TO INCUR THE EXPENSE OF FOLLOW-UP SOLICITATIONS, WHICH MAY COST YOUR PORTFOLIO MONEY. PLEASE TAKE A FEW MOMENTS TO EXERCISE YOUR RIGHT TO VOTE. THANK YOU. ====================================================================== SEI INTERNATIONAL TRUST EUROPEAN EQUITY PORTFOLIO PACIFIC BASIN EQUITY PORTFOLIO OF THE SEI INTERNATIONAL TRUST 680 East Swedesford Road Wayne, PA 16087-1658 Dear Shareholders: You are invited to a Special Meeting of the Shareholders of the European Equity and Pacific Basin Equity Portfolios, two separate investment portfolios of the SEI International Trust (the "International Trust"), that will be held on March 15, 1996. The Board of Trustees of the International Trust has recently reviewed and approved a proposal for a reorganization (the "Reorganization") of the European Equity and Pacific Basin Equity Portfolios into the International Equity Portfolio. As a result, the Special Meeting is being called by the International Trust for the purpose of considering an Agreement and Plan of Reorganization and Liquidation ("Reorganization Agreement") for each of the European Equity and Pacific Basin Equity Portfolios (the "Portfolios" and each a "Portfolio"). The proposals contained in the accompanying Prospectus/Proxy Statement provide for the combination of the Portfolio with the International Equity Portfolio, a portfolio of the International Trust. The Portfolio and the International Equity Portfolio have similar investment objectives and policies, aside from the geographical focus of each Portfolio. Under the proposed Reorganization Agreements, the International Equity Portfolio will acquire substantially all of the assets of the Portfolios in exchange for Shares of the International Equity Portfolio. As of January 16, 1996, the European Equity Portfolio and Pacific Basin Equity Portfolio had approximately $____ and ____ net assets, respectively, and the International Equity Portfolio had approximately $____ net assets. If the Reorganization had taken place on January 16, 1996, the International Equity Portfolio's net assets would have been approximately $_____ immediately thereafter. I believe that the combination of these Portfolios of the International Trust will enable the International Trust to make an offering to international equity investors that is more attuned to their needs. The Reorganization is scheduled to take place on or about March 15, 1996. The primary purpose of the proposed Reorganization of the European Equity and Pacific Basin Equity Portfolios into the International Equity Portfolio is to offer carefully constructed international equity exposure in a single portfolio. It is anticipated that the expense ratio of the International Equity Portfolio will remain consistent with the current expense ratio of the Portfolios. See the "Comparison of Fees and Expenses" in the Prospectus/Proxy Statement. Shareholders of the European Equity and Pacific Basin Equity Portfolios will vote separately on the Reorganization. In the case of either Portfolio, if shareholders approve the Reorganization, upon consummation of the transaction contemplated by the Reorganization, the International Equity Portfolio will acquire substantially all the assets and liabilities of such Portfolio in return for newly issued Class A shares of the International Equity Portfolio which in turn will be distributed to you. Depending on your investment, you will receive from the European Equity Portfolio and/or Pacific Basin Equity Portfolio shares of the International Equity Portfolio equal in aggregate value at the time of the Reorganization to your European Equity Portfolio and/or Pacific Basin Equity Portfolio shares equal in aggregate value at the time of the Reorganization to their European Equity Portfolio or Pacific Basin Equity Portfolio shares, as the case may be. The shares of the International Equity Portfolio that you receive will not be subject to commissions or sales loads, and there will be no adverse federal income tax consequences for you. However, you should separately review any state tax consequences in consultation with your tax adviser. The Board of Trustees of the International Trust on behalf of the European Equity and Pacific Basin Equity Portfolios has called a Special Meeting of Shareholders to be held on March 15, 1996 to consider the proposed transaction. I STRONGLY INVITE YOUR PARTICIPATION BY ASKING YOU TO REVIEW, COMPLETE AND RETURN YOUR PROXY AS SOON AS POSSIBLE. Detailed information about the proposed transaction is described in the enclosed Prospectus/Proxy Statement. I thank you for your participation as a shareholder and urge you to please exercise your right to vote by completing, dating and signing the enclosed proxy card. A self-addressed, postage-paid envelope has been enclosed for your convenience. A copy of the International Equity Portfolio Prospectus accompanies the Prospectus/Proxy Statement. I urge you to read the Prospectus and retain it for future reference. The International Trust will also furnish, without charge, a copy of the most recent Annual Report to Shareholders of its Portfolios, on request. Requests should be directed to the International Trust at the address listed above or by calling 1-800-342-5734. If you have any questions regarding the proposed transaction, please telephone toll-free at 1-800-437-6016. IT IS VERY IMPORTANT THAT YOUR VOTING INSTRUCTIONS BE RECEIVED AS SOON AS POSSIBLE. Sincerely, David G. Lee President SEI International Trust SEI INTERNATIONAL TRUST 680 EAST SWEDESFORD ROAD WAYNE, PA 19087-1658 NOTICE OF SPECIAL MEETING OF SHAREHOLDERS TO BE HELD ON MARCH 15, 1996 TO THE SHAREHOLDERS OF THE EUROPEAN EQUITY PORTFOLIO AND THE PACIFIC BASIN EQUITY PORTFOLIO OF SEI INTERNATIONAL TRUST: Notice is hereby given that a Special Meeting of Shareholders of the European Equity Portfolio and Pacific Basin Equity Portfolio of the SEI International Trust (the "International Trust") will be held at the offices of SEI Corporation, 680 East Swedesford Road, Wayne, PA on March 15, 1996 at 3:30 p.m. (eastern standard time) for the purposes of considering the proposals set forth below. Proposal 1 (European Equity Portfolio): The approval or disapproval of an Agreement and Plan of Reorganization and Liquidation providing for (i) the transfer of substantially all of the assets and liabilities of the European Equity Portfolio of the International Trust to the International Equity Portfolio (formerly, the Core International Equity Portfolio) of the International Trust in exchange for Shares of the International Equity Portfolio; and (ii) the distribution of the International Equity Portfolio's shares so received to shareholders of the European Equity Portfolio. Proposal 2 (Pacific Basin Equity Portfolio): The approval or disapproval of an Agreement and Plan of Reorganization and Liquidation providing for (i) the transfer of substantially all of the assets and liabilities of the European Equity Portfolio of the International Trust to the International Equity Portfolio (formerly, the Core International Equity Portfolio) of the International Trust in exchange for Shares of the International Equity Portfolio; and (ii) the distribution of the International Equity Portfolio's shares so received to shareholders of the European Equity Portfolio. Proposal 3: The transaction of such other business as may properly be brought before the Meeting. The Board of Trustees of the International Trust has fixed the close of business on January 16, 1996, as the Record Date for the determination of shareholders of the European Equity and Pacific Basin Equity Portfolios entitled to notice of, and to vote at, this Meeting or any adjournments thereof. The enclosed Combined Prospectus/Proxy Statement contains further information regarding the Meeting and the proposals to be considered. The enclosed Proxy Card is intended to permit you to vote even if you do not attend the Meeting in person. IT IS IMPORTANT THAT PROXIES BE RETURNED PROMPTLY. SHAREHOLDERS WHO DO NOT EXPECT TO ATTEND IN PERSON ARE URGED WITHOUT DELAY TO SIGN AND RETURN THE ENCLOSED PROXY IN THE ENCLOSED ENVELOPE, WHICH REQUIRES NO POSTAGE, SO THAT THEIR SHARES MAY BE REPRESENTED AT THE MEETING. PROXIES MAY BE REVOKED AT ANY TIME BEFORE THEY ARE EXERCISED BY SUBMITTING TO THE INTERNATIONAL TRUST A WRITTEN NOTICE OF REVOCATION OR A SUBSEQUENTLY EXECUTED PROXY OR BY ATTENDING THE MEETING AND VOTING IN PERSON. YOUR PROMPT ATTENTION TO THE ENCLOSED PROXY WILL HELP TO AVOID THE EXPENSE OF FURTHER SOLICITATION. By Order of the Board of Trustees Richard W. Grant, Secretary COMBINED PROSPECTUS/PROXY STATEMENT DATED JANUARY 22, 1996 RELATING TO THE ACQUISITION OF ASSETS OF THE EUROPEAN EQUITY PORTFOLIO AND PACIFIC BASIN EQUITY PORTFOLIO OF THE SEI INTERNATIONAL TRUST 680 EAST SWEDESFORD ROAD WAYNE, PA 19087-1658 1-800-342-5734 BY AND IN EXCHANGE FOR THE SHARES OF THE INTERNATIONAL EQUITY PORTFOLIO OF THE SEI INTERNATIONAL TRUST 680 EAST SWEDESFORD ROAD WAYNE, PA 19087-1658 1-800-342-5734 This Combined Prospectus/Proxy Statement is being furnished to the shareholders of the European Equity Portfolio and Pacific Basin Equity Portfolio of the SEI International Trust ("International Trust") in connection with the solicitation of proxies by the Board of Trustees of the International Trust to be used at a Special Meeting of Shareholders (the "Meeting") to be held at 3:30 p.m. (eastern standard time) on March 15, 1996 at the offices of SEI Corporation, 680 East Swedesford Road, Wayne, PA 19087-1658. The Trustees of the International Trust are seeking your approval of separate Agreements and Plans of Reorganization and Liquidation (the "Reorganization"), which contemplate that: (i) The International Equity Portfolio of the International Trust will acquire all of the assets and will assume all of the stated liabilities of the European Equity Portfolio of the International Trust; and (ii) The International Equity Portfolio of the International Trust will acquire all of the assets and will assume all of the stated liabilities of the Pacific Basin Equity Portfolio of the International Trust. Following this exchange, the shares of the International Equity Portfolio received by the European Equity Portfolio and Pacific Basin Equity Portfolio will be distributed to their respective shareholders. Shortly thereafter, the European Equity Portfolio and the Pacific Basin Equity Portfolio will be liquidated and dissolved. Shareholder of the European Equity and Pacific Basin Portfolios will vote separately and each Reorganization will be completed if, and only if, approved by shareholders of the affected Portfolio. Upon completion of the Reorganization, each shareholder of each of the European Equity Portfolio and the Pacific Basin Equity Portfolio will receive full and fractional shares of the International Equity Portfolio, equal in aggregate value when issued, to the shares of the Portfolio or Portfolios owned by such shareholder immediately prior to the Reorganization. No commissions or sales loads will be charged in connection with the Reorganization and there will be no adverse federal income tax consequences. Shareholders should separately consider any state tax consequences in consultation with their tax advisers. -1- The International Equity Portfolio is a portfolio of the International Trust, an open-end, diversified, management investment company organized as a Massachusetts business trust. The investment objective of the International Equity Portfolio is to provide long-term capital appreciation by investing primarily in a diversified portfolio of equity securities of non-US issuers. There can be no assurance that the investment objective of the International Equity Portfolio will be achieved. The investment objectives, policies and restrictions of the International Equity Portfolio are similar (except with respect to the geographical focus) to those of the European Equity and Pacific Basin Equity Portfolios. For a complete discussion of the differences, see "Comparison of Investment Objectives, Policies and Restrictions" herein. This Prospectus/Proxy Statement Portfolio, sets forth concisely the information that a shareholder of the European Equity Portfolio and/or Pacific Basin Equity Portfolio should know before voting on the Reorganization and should be retained for future reference. The prospectus relating to the shares of the International Equity Portfolio, which describe the operations, investment objectives, policies, restrictions and risks, accompany this Combined Prospectus/Proxy Statement. Additional information is set forth in the Statements of Additional Information relating to the International Equity Portfolio and this Combined Prospectus/Proxy Statement, which are dated June 28, 1995 (as amended August 31, 1995) and January 21, 1996, respectively, and in the Prospectus and Statement of Additional Information, dated August 31, 1995 and June 28, 1995 (as amended August 31, 1995), respectively relating to the European Equity and Pacific Basin Equity Portfolios. Each of these documents is on file with the Securities and Exchange Commission ("SEC"), and is available without charge upon oral or written request by writing or calling the International Trust at the address or telephone number indicated above. The information contained in the Prospectus and Statement of Additional Information, dated August 31, 1995 and June 28, 1995 (as amended August 31, 1995), respectively, relating to the European Equity and Pacific Basin Portfolios is incorporated by reference. This Prospectus/Proxy Statement constitutes the proxy statement of the European Equity Portfolio and Pacific Basin Equity Portfolio for the Meeting and the prospectus of the International Equity Portfolio for its shares that have been registered with the SEC and are to be issued in connection with the Reorganization. This Prospectus/Proxy Statement is expected to be sent to shareholders on or about January 29, 1996. THE SHARES OF THE INTERNATIONAL EQUITY PORTFOLIO ARE NOT DEPOSITS OR OBLIGATIONS OF, OR GUARANTEED OR ENDORSED BY ANY BANK, NOR ARE SUCH SHARES FEDERALLY INSURED BY THE U.S. GOVERNMENT, THE FEDERAL DEPOSIT INSURANCE CORPORATION, THE FEDERAL RESERVE BOARD OR ANY OTHER GOVERNMENTAL AGENCY. AN INVESTMENT IN THE ACQUIRING PORTFOLIO INVOLVES CERTAIN INVESTMENT RISKS, INCLUDING POSSIBLE LOSS OF THE PRINCIPAL AMOUNT INVESTED. 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 ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. TABLE OF CONTENTS
COMPARISON OF FEES AND EXPENSES................................. 1 SUMMARY......................................................... 2 Proposed Plan of Reorganization............................ 2 Tax Consequences........................................... 3 Overview of the Portfolios................................. 3 Management of the Portfolios............................... 4 Distribution of Shares..................................... 4 Purchase, Redemption and Exchange Procedures............... 4 Dividend Policies.......................................... 5 Voting Rights.............................................. 5 SPECIAL CONSIDERATIONS AND RISK FACTORS......................... 5 INFORMATION ABOUT THE REORGANIZATION............................ 5 Reasons for the Reorganization............................. 5 Description of the Reorganization.......................... 6 Federal Income Tax Consequences............................ 7 Pro Forma Capitalization................................... 7 Shareholder Information.................................... 8 INVESTMENT ADVISERS AND SUB-ADVISERS............................ 8 COMPARISON OF INVESTMENT OBJECTIVES, POLICIES AND RESTRICTIONS.. 10 ADDITIONAL INFORMATION CONCERNING THE INTERNATIONAL TRUST AND THE INTERNATIONAL EQUITY PORTFOLIO.......................... 13 GENERAL INFORMATION ON SHAREHOLDER RIGHTS....................... 15 Capitalization............................................. 15 Shareholder Liability...................................... 15 Shareholder Meetings and Voting Rights..................... 15 Liquidation or Dissolution................................. 15 Liability and Indemnification of Trustees.................. 15 Rights of Inspection....................................... 16 ADDITIONAL INFORMATION CONCERNING THE PORTFOLIOS................ 16 FINANCIAL STATEMENTS AND EXPERTS................................ 17 LEGAL MATTERS................................................... 17 VOTING INFORMATION CONCERNING THE MEETING....................... 17 OTHER BUSINESS.................................................. 18
COMPARISON OF FEES AND EXPENSES The amounts for the Class A shares of the International Equity Portfolio, European Equity Portfolio and Pacific Basin Equity Portfolio (each, a "Portfolio") set forth in the following table and in the examples are based on the expenses of each Portfolio for the fiscal year ended February 28, 1995. The International Equity Class A shares were offered beginning December 20, 1989. The European Equity and Pacific Basin Equity Class A shares were offered beginning April 29, 1994. The International Equity Portfolio (but not the European Equity or Pacific Basin Equity Portfolios) also offers Class D shares. The following tables show for the International Equity Portfolio and the European Equity and Pacific Basin Equity Portfolios the shareholder transaction expenses and annual operating expenses associated with an investment in the Class A shares of each Portfolio, and such costs and expenses associated with an investment in Class A share of the International Equity Portfolio assuming consummation of the Reorganization. COMPARISON OF CLASS A AND CLASS D SHARES OF THE INTERNATIONAL EQUITY PORTFOLIO WITH CLASS A AND CLASS D SHARES OF THE EUROPEAN EQUITY AND PACIFIC BASIN EQUITY PORTFOLIOS
International International European Equity Pacific Basin Equity Portfolio Equity Portfolio Portfolio Equity Portfolio ProForma SHAREHOLDER TRANSACTION EXPENSES (AS A PERCENTAGE OF Class A Class A Class A Class A OFFERING PRICE) - ---------------------------------------------------------------------------------------------------------------------------------- Maximum Sales Charge Imposed on Purchases None None None None Maximum Sales Charge Imposed on Reinvested None None None None Dividends Redemption Fees None None None None ANNUAL OPERATING EXPENSES (AS A PERCENTAGE OF AVERAGE NET ASSETS) - ---------------------------------------------------------------------------------------------------------------------------------- Management/Advisory Fees (after fee waiver .91% .80% .78% .91% reimbursement)/1/ 12b-1 Fees/2/ .15% .15% .15% .15% Other Expenses .19% .35% .37% .19% - ---------------------------------------------------------------------------------------------------------------------------------- Total Operating Expenses (after fee waiver and 1.25% 1.30% 1.30% 1.25% reimbursement)/3/ - ----------------------------------------------------------------------------------------------------------------------------------
/1/ SEI Financial Management Corporation ("SFM" or "Adviser") has waived, on a voluntary basis, a portion of its 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 International Equity Portfolio, 1.13% for the European Equity Portfolio and 1.20% for the Pacific Basin Equity Portfolio. Separately, the International Equity Portfolio is seeking shareholder approval to increase SFM's advisory fee from .475% to .505%. It is expected that this fee change, if approved, will be effective place contemporaneously with the Reorganization. /2/ The 12-1 fees shown reflect the current 12b-1 budget for reimbursement of expenses. The maximum 12b-1 fee payable by Class A shares of each Portfolio is .30%. /3/ Absent the voluntary fee waiver and expense reimbursement described above, the total operating expenses for the Class A shares would be 1.27% for the International Equity Portfolio, 1.63% for the European Equity Portfolio and 1.72% for the Pacific Basin Equity Portfolio. The International Equity Portfolio Pro Forma Total Operating Expenses assumes the consummation of the Reorganization of both the European Equity Portfolio and the Pacific Basin Equity Portfolio with the International Equity Portfolio. If shareholders of the International Equity Portfolio approve the proposed advisory fee increase as referred to in footnote 1, total operating expenses will increase accordingly from 1.25% to 1.28% (after fee waivers and reimbursement). The following tables show for each Portfolio, and for the International Equity Portfolio, assuming consummation of the Reorganization, examples of cumulative effect of shareholder transaction expenses and annual fund operating.
EXAMPLE - ------------------------------------------------------------------------------------------------- An investor in a Portfolio would pay the following expenses on a $1000 investment assuming (1) imposition of the maximum sales load (Class D shares), (2) 5% annual return and (3) redemption at the end of each time period: 1 yr. 3 yr. 5 yr. 10 yr. ----- ----- ----- ------ International Equity - Class A $13 $40 $69 $151 European Equity - Class A $13 $41 $71 $157 Pacific Basin Equity - Class A $13 $41 $71 $157 International Equity - Class A Pro Forma $13 $40 $69 $151 - -------------------------------------------------------------------------------------------------
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 a European Equity Portfolio or Pacific Basin Equity Portfolio investor (Class A shares only) in understanding the various costs and expenses that may be directly or indirectly borne by investors in Class A shares of the International Equity Portfolio as a result of the Reorganization as compared with the various direct or indirect expenses currently borne by an investor in the European Equity Portfolio or Pacific Basin Equity Portfolio. SUMMARY The following is a summary of certain information contained elsewhere in this Prospectus/Proxy Statement and is qualified by reference to the more complete information contained herein and in the attached Exhibits. Shareholders should read this entire Prospectus/Proxy Statement carefully. PROPOSED PLAN OF REORGANIZATION. On December 4, 1995, the Board of Trustees of the International Trust on behalf of the European Equity Portfolio and Pacific Basin Equity Portfolio, including the Trustees who are not "interested persons" within the meaning of Section 2(a)(19) of the Investment Company Act of 1940 as amended (the "1940 Act"), unanimously approved on a separate basis, an Agreement and Plan of Reorganization of Liquidation (the "Reorganization Agreement") between the International Equity Portfolio and each of the European Equity Portfolio and Pacific Basin Equity Portfolio. A copy of the Form of Reorganization Agreement is attached hereto as Exhibit A. The Reorganization is shareholders of both -2- Portfolios approve, will consist of a transfer of substantially all of the assets and liabilities of the European Equity Portfolio and Pacific Basin Equity Portfolio to the International Equity Portfolio in exchange for the Class A shares of International Equity Portfolio; distribution of such shares to the European Equity and Pacific Basin Equity shareholders in liquidation; and subsequent termination of said Portfolios under state law. Shareholders of the two Portfolios will vote separately and a Portfolio will participate in the Reorganization only if its shareholders approve. No sales charge will be imposed in connection with these transactions. For the reasons set forth below under "Reasons for the Reorganization," the Board of Trustees concluded that the Reorganization would be in the best interest of the European Equity and Pacific Basin Equity Portfolios and its shareholders, and that the interests of existing shareholders in each Portfolio would not be diluted as a result of the transactions contemplated by the Reorganization. TAX CONSEQUENCES. The consummation of the Reorganization is subject to the receipt of an opinion of, counsel to the International Trust, in a form reasonably satisfactory to the International Trust, substantially to the effect that the Reorganization will qualify as a tax-free reorganization for federal income tax purposes. OVERVIEW OF THE PORTFOLIOS. BUSINESS OF THE PORTFOLIOS. The International Equity Portfolio is a portfolio of the International Trust, an open-end, management investment company that offers four separate diversified series or portfolios and one non- diversified series or portfolio. The International Trust offers two classes of the International Equity Portfolio shares, Class A Shares and Class D Shares. The International Equity Portfolio commenced operations on December 20, 1989, for Class A Shares and May 1, 1994 for Class D Shares. As of January 16, 1996, the net assets of the International Equity Portfolio were $__________. The European Equity Portfolio and Pacific Basin Equity Portfolio are portfolios of the International Trust which only offer Class A Shares for each Portfolio. The European Equity and Pacific Basin Equity Portfolios both commenced operations on December 20, 1989. As of January 16, 1996, the net assets of the European Equity and Pacific Basin Equity Portfolios were $____________ and $____________, respectively. INVESTMENT OBJECTIVES AND POLICIES. While the investment objectives and policies of the European Equity and Pacific Basin Equity Portfolios and the International Equity Portfolio are similar, there are differences among the Portfolios, which are outlined herein. See "Comparison of Investment Objectives, Policies, Risks and Restrictions." The investment objective of the International Equity Portfolio is to provide long-term capital appreciation by investing primarily in a diversified portfolio of equity securities of non-U.S. issuers. Under normal circumstances, at least 65% of the International Equity Portfolio's assets will be invested in equity securities of non-U.S. issuers located in at least three countries other than the United States. The investment objective of the European Equity Portfolio is 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. The investment objective of the Pacific Basin Equity Portfolio is to provide long-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 issuers to be -3- 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. There can be no assurance that the Portfolios will achieve this investment objective. MANAGEMENT OF THE PORTFOLIOS. INVESTMENT ADVISERS AND SUB-ADVISERS. SFM serves as the investment adviser for the International Equity, European Equity and Pacific Basin Equity Portfolios of the International Trust. SFM has delegated its responsibilities as an investment adviser to investment sub-advisers, Acadian Asset Management Inc. ("Acadian") and Schroder Capital Management International Limited ("Schroder") with respect to the International Equity Portfolio. The Board of Trustees at a meeting held on December 4-5, 1995, approved the addition of Morgan Grenfell Investment Services Limited ("Morgan Grenfell") and Schroder as investment sub- advisers to the International Equity Portfolio. Schroder commenced managing assets for the International Equity Portfolio on December 15, 1995, while SFM expects Morgan Grenfell to also begin managing assets during the first quarter of 1996. The investment sub-advisory agreements, which require the approval of the International Equity Portfolio shareholders, will be submitted to a vote of shareholders at a meeting to be held on March 15, 1996. Morgan Grenfell and Schroder were recently appointed sub-advisers and will have responsibility for the European and Pacific Basin portions of the International Equity Portfolio as a part of their overall responsibilities. As the investment adviser, SFM supervises the sub-advisers' management of the International Equity Portfolio, makes decisions with respect to policies regarding the purchase and sale of portfolio securities. As sub-advisers, Acadian, Morgan Grenfell and Schroder manage the International Equity Portfolio's investment portfolio and make decisions with respect to and place orders for the majority of the purchases and sales of portfolio securities for that portion of the portfolio for which they have responsibility. SFM also serves as the investment adviser for the European Equity and Pacific Basin Equity Portfolios. SFM has delegated its responsibilities as an investment adviser to Morgan Grenfell and Schroder with respect to the European Equity and Pacific Basin Equity Portfolios, respectively. As sub-advisers, Morgan Grenfell and Schroder provide a program of continuous investment management, make investment decisions, and place orders to purchase and sell securities for the European Equity and Pacific Basin Equity Portfolios. ADMINISTRATION. SFM serves as the manager and shareholder servicing agent for the International Equity, European Equity and Pacific Basin Equity Portfolios DISTRIBUTION OF SHARES. SEI Financial Services Company ("SFS") serves as distributor for the International Equity Portfolio, European Equity Portfolio and Pacific Basin Equity Portfolio. Class A Shares of each Portfolio are subject to separate distribution plans in accordance with the provisions of Rule 12b-1 under the 1940 Act. Each Class A Plan provides for reimbursement for expenses incurred by SFS. PURCHASE, REDEMPTION AND EXCHANGE PROCEDURES. Class A Shares of the International Equity, European Equity and Pacific Basin Equity Portfolio are offered for sale at net asset value to financial institutions for their own account or as a recorded owner on behalf of a fiduciary, agency or custody account. Each Portfolio provides for purchase through the Transfer Agent or by wire at net asset value, next determined after receipt and acceptance by the Trust, on days on which the New York Stock Exchange, Inc. ("NYSE") is open for business. Moreover, each Portfolio also provides for redemption of shares by either placing such order with the Transfer Agent or by telephone at net asset value next determined after receipt of a -4- redemption request on each day the NYSE is open for business. Additional information concerning purchases and redemptions of shares, including how net asset value is determined, is contained in the International Trust Class A Prospectus. No sales charges will be imposed in connection with the acquisition of Class A Shares of the International Equity Portfolio by shareholders of Class A Shares of the European Equity and Pacific Basin Equity Portfolios pursuant to the Reorganization. DIVIDEND POLICIES. Dividends from the net investment income of the International, European Equity and Pacific Basin Equity Portfolios are declared periodically and paid from net investment income semi-annually. All three funds distribute capital gains, if any, at least annually. VOTING RIGHTS. Each share of the International Equity Portfolio entitles the shareholder of record to one vote. The International Equity Portfolio will vote separately on matters relating solely to the Portfolio. Each class of the Portfolio will vote separately on matters relating to its distribution plan. Similarly, each share of the European Equity and Pacific Basin Equity Portfolios entitles the shareholder of record to one vote. The shareholders of the European Equity Portfolio and Pacific Basin Equity Portfolio will vote separately on matters relating solely to their respective Portfolio. In addition, each Class of such Portfolios will also vote separately on matters pertaining to its distribution plan. SPECIAL CONSIDERATIONS AND RISK FACTORS Because of the similarities of the investment objectives and policies, (other than geographical focus), management of the European Equity and Pacific Basin Equity Portfolios believes that an investment in the International Equity Portfolio involves investment risks similar to those of an interest in the European Equity and Pacific Basin Equity Portfolios. For a full discussion of the investment objectives, policies, restrictions and risk factors applicable to the portfolio, see "Comparison of Investment Objectives, Policies, and Restrictions" herein. INFORMATION ABOUT THE REORGANIZATION REASONS FOR THE REORGANIZATION. The Reorganization has been recommended by the Board of Trustees of the International Trust on behalf of its separately-managed portfolios, the European Equity and Pacific Basin Equity Portfolios, for the purpose of consolidating international equity exposures in a single portfolio. The Board of Trustees believes that such consolidation of international equity exposure will enable the International Trust to make an offering to international equity investors that is more attuned to their needs. Through the recent addition of Morgan Grenfell and Schroder as investment sub-advisers, the International Equity Portfolio will achieve a broader international equity exposure regardless of whether this Reorganization is consummated. The Board of Trustees believes that the emphasis on large- capitalization companies worldwide with a small-capitalization component in Europe and the Pacific Basin will reduce investing volatility for shareholders of the European Equity and Pacific Basin Equity Portfolios. In reaching its decision to recommend that the shareholders of the European Equity and Pacific Basin Equity Portfolios approve the Reorganization, the Board of Trustees concluded that the participation of the European Equity and Pacific Basin Equity Portfolios in the Reorganization is in the best interests of its shareholders and would not result in the dilution of shareholders' interests. This conclusion was based on -5- a number of factors, including, but not limited to, the following: The value of the International Equity Portfolio shares to be received by each European Equity Portfolio and Pacific Basin Equity Portfolio shareholder under the terms of the Reorganization Agreement would equal the value of the European Equity Portfolio and Pacific Basin Equity Portfolio shares held by such shareholder immediately prior to the effective time of the Reorganization (the "Effective Time of the Reorganization"); the recommendation of SFM concerning the implementation of an international investment strategy; the fact that the Reorganization would permit European Equity and Pacific Basin Equity shareholders to pursue reasonably compatible investment goals in a larger portfolio; and the fact that fees and expenses that are based on the value of assets would be largely unaffected by the Reorganization. DESCRIPTION OF THE REORGANIZATION. The following summary is qualified in its entirety by reference to the Reorganization Agreements found in Exhibits A, relating to the European Equity and Pacific Basin Equity Portfolios. Each Reorganization Agreement provides that substantially all of the assets and liabilities of the indicated Portfolio (either European Equity Portfolio or Pacific Basin Equity) of the International Trust will be transferred to the International Equity Portfolio, a portfolio of the SEI International Trust, at the Effective Time of the Reorganization. In exchange for the transfer of these assets, the International Trust will simultaneously issue at the Effective Time of the Reorganization a number of full and fractional Class A Shares of the International Equity Portfolio to the European Equity and Pacific Basin Equity Portfolios having an aggregate value equal to the respective net asset values of the European Equity and Pacific Basin Equity Portfolios immediately prior to the Effective Time of the Reorganization. Following the transfer of assets and liabilities in exchange for International Equity Portfolio Shares, the European Equity Portfolio and Pacific Basin Equity Portfolio will distribute pro rata the shares of International Equity Portfolio so received to its shareholders in liquidation. Each shareholder of the European Equity and Pacific Basin Equity Portfolios owning Shares at the Effective Time of the Reorganization will receive International Class A Shares of equal value. No sales charge will be imposed in connection with the receipt of such International Shares by the European Equity and Pacific Basin Equity Portfolios shareholders. In connection with the Reorganization, both the European Equity and Pacific Basin Equity Portfolios will be terminated under state law. Such liquidation and distribution will be accomplished by the establishment of accounts in the names of the shareholders of the European Equity and Pacific Basin Equity Portfolios shareholders on the share records of the International Equity Portfolio's transfer agent. Each account will represent the respective pro rata number of full and fractional Class A Shares of the International Equity Portfolio due to the European Equity and Pacific Basin Equity shareholders. The International Equity Portfolio does not issue share certificates to shareholders. The Shares of the International Equity Portfolio to be issued will have no preemptive or conversion rights. The number of full and fractional Class A Shares of the International Equity Portfolio to be received by the shareholders of the European Equity and Pacific Basin Equity Portfolios will be determined by multiplying the Class A shares outstanding of the International Equity Portfolio by the ratio computed by dividing the net asset value per share of the European Equity and Pacific Basin Equity Portfolios by the net asset value per share of the International Equity Portfolio, computed as of the Effective Date of Reorganization. The net asset value of each share will be determined by dividing assets, less liabilities, in each case attributable to the respective shares, by the total number of outstanding shares. The Reorganization Agreement contemplates that existing advisory, sub- advisory, administrative, custodial and auditing services will be provided to the International Equity Portfolio after the Effective Time of the Reorganization by the same service providers as described in the accompanying prospectus for the International Equity Portfolio. Pursuant to the Reorganization Agreement, each Portfolio (International Equity, European Equity and Pacific Basin Equity) will bear its own expenses resulting from the Reorganization. -6- The Reorganization is subject to a number of conditions, including approval of each Reorganization Agreement by shareholders of the European Equity Portfolio or Pacific Basin Equity Portfolio, as applicable; the receipt of certain legal opinions described in Sections 6 and 7 of the Reorganization Agreement (which include an opinion of that the International Equity Portfolio shares issued in accordance with the terms of the Reorganization Agreement will be validly issued, fully paid and non-assessable); the receipt of certain certificates from the parties concerning the continuing accuracy of the representations and warranties in the Reorganization Agreement and other matters; and the parties' performance in all material respects of their respective agreements and undertakings in the Reorganization Agreement. Assuming satisfaction of the conditions in the Reorganization Agreement, the Effective Time of the Reorganization will be March 15, 1996 or such later date as is agreed to by the parties. The Reorganization Agreement and the Reorganization may be abandoned at any time prior to the Effective Time of the Reorganization by vote of a majority of the Board of Trustees of the International Trust on behalf of the International, European Equity and Pacific Basin Equity Portfolios, if certain conditions of the Reorganization Agreement are not fulfilled, or circumstances develop that, in the opinion of the Board, make proceeding with the Reorganization inadvisable. The Reorganization Agreement further provides that at any time prior to or, to the fullest extent permitted by law, after approval of the agreement by the shareholders of the European Equity and Pacific Basin Equity Portfolios (i) the parties may, by written agreement authorized by their Boards of Trustees and with or without the approval of their shareholders, amend any of the provisions of the Reorganization Agreement, and (ii) either party may waive any default by the other party or the failure to satisfy any of the conditions to its obligations. If the Reorganization is not approved by shareholders of either the European Equity or Pacific Basin Equity Portfolios, the Board of Trustees will consider other possible courses of action in the best interests of shareholders of that Portfolio. FEDERAL INCOME TAX CONSEQUENCES. The Reorganization is intended to qualify for federal income tax purposes as a tax-free reorganization under Section 368(a)(1)(C) of the Internal Revenue Code of 1986, as amended. Shareholders of the European Equity and Pacific Basin Equity Portfolios should not recognize gain or loss in the transaction; the tax basis of International Shares received should be the same as the basis of European Equity and Pacific Basin Equity Shares surrendered; and the holding period of International Shares received should include the holding period of European Equity and Pacific Basin Equity Shares surrendered, provided that the shares surrendered were capital assets in the hands of the European Equity and Pacific Basin Equity shareholders at the time of the transaction. As a condition to the closing of the Reorganization, the International Trust on behalf of the European Equity and Pacific Basin Equity Portfolios will receive an opinion from to that effect. The International Trust on behalf of the European Equity and Pacific Basin Equity Portfolios has not sought a tax ruling from the Internal Revenue Service (the "IRS"). The opinion of counsel is not binding on the IRS and does not preclude the IRS from adopting a contrary position. Shareholders should consult their own tax advisers concerning the potential tax consequences of the Reorganization to them, including state and local tax consequences. PRO FORMA CAPITALIZATION. The following table sets forth as of August 31, 1995 provides (i) the capitalization of the European Equity and Pacific Basin Equity Portfolios; (ii) the capitalization of the International Equity Portfolio; and (iii) the pro forma combined capitalization of the Portfolios assuming the Reorganization is approved. -7- CAPITALIZATION OF THE EUROPEAN EQUITY PORTFOLIO, PACIFIC BASIN EQUITY PORTFOLIO AND INTERNATIONAL EQUITY PORTFOLIO August 31, 1995 (unaudited)
Pacific Basin International Pro Forma for European Equity Equity Equity Reorganization Class A Class A Class A Class D Class A Class D Total Net Assets (in 000's) 53,080 48,269 318,883 166 420,232 166 Shares Outstanding 4,709,456 5,035,246 30,059,505 15,696 39,613,143 15,696 Net Asset Value Per Share 11.27 9.59 10.61 10.55 10.61 10.55
SHAREHOLDER INFORMATION. Only shareholders of record at the close of business on January 16, 1996 (the "Record Date") are entitled to notice of and to vote at the Meeting and any postponement or adjournment thereof. At the close of business on the Record Date there were outstanding and entitled to vote the following number of Shares: ______ Class A Shares of the European Equity Portfolio and _____ Class A shares of the Pacific Basin Equity Portfolio. As of the Record Date, the Trustees and officers of the European Equity Portfolio, as a group, owned in the aggregate less than 1% of the outstanding shares of the European Equity Portfolio. Similarly, as of the Record Date, the Trustees and officers of the Pacific Basin Equity Portfolio, as a group, owned in the aggregate less than 1% of the outstanding shares of the Pacific Basin Equity Portfolio. To the knowledge of the European Equity Portfolio, the following persons owned of record or beneficially 5% or more of the outstanding shares of the European Equity Portfolio (Class A Shares) as of the Record Date: _______________. To the knowledge of the Pacific Basin Equity Portfolio, the following persons owned of record or beneficially 5% or more of the outstanding shares of the Pacific Basin Equity Portfolio (Class A Shares) as of the Record Date: ______________. At the close of business on the Record Date there were outstanding and entitled to vote the following number of each Class of shares: ______ Class A shares and _____ Class D shares of the International Equity Portfolio. As of January 16, 1996, the Trustees and officers of the International Equity Portfolio, as a group, owned in the aggregate less than 1% of the outstanding shares of the International Equity Portfolio. To the knowledge of the International Equity Portfolio, the following persons owned of record or beneficially 5% or more of the outstanding shares of each class of the International Equity Portfolio as of the Record Date: ________________________. INVESTMENT ADVISERS AND SUB-ADVISERS SFM acts as the investment adviser to the International Equity, European Equity and Pacific Basin Equity Portfolios of the International Trust. SFM is a wholly-owned subsidiary of SEI Corporation ("SEI"), a financial services company located in Wayne, Pennsylvania. 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 -8- 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 230 portfolios, which had more than $54 billion in assets as of August 31, 1995. SFM is entitled to a fee, which is calculated daily and paid monthly, at an annual rate of .475% of the International Equity and European Equity Portfolios' average daily net assets and .55% of the Pacific Basin Equity Portfolio's average daily net assets. On March 15, 1996, shareholders of the International Equity Portfolio will vote on a proposal to increase SFM's advisory fee from .475% to .505% of the average daily net assets of the Portfolio. It is expected that this fee increase, if approved, will take place contemporaneously with the Reorganization. INTERNATIONAL EQUITY PORTFOLIO. Acadian acts as an investment sub-adviser to the 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 International Trust's Board of Trustees, Acadian is responsible for the day-to-day investment management of the portion of the Portfolio's assets 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 $2.4 billion in assets invested globally. Acadian's business address is Two International Place, 26th Floor, 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. At a Special Shareholders Meeting held on December 16, 1994, the Portfolio's Shareholders approved SFM as the investment adviser and Acadian and Worldlnvest Limited as investment sub-advisers to the Portfolio, effective December 19, 1994. The Board of Trustees at a meeting held December 4-5, 1995 voted to remove WorldInvest Limited as an investment sub-adviser for the Portfolio effective December 11, 1995. The Board of Trustees at the same meeting, approved the addition of Morgan Grenfell and Schroder as investment sub-advisers to the International Equity Portfolio. In addition, the Board of Trustees is also separately seeking shareholder approval to increase Acadian's sub-advisory fee to .325% of assets managed up to $150 million; .25% of the next $150 million of such assets; and .20% of such assets in excess of $300 million. Schroder commenced managing assets for the Portfolio on December 15, 1995, while SFM expects Morgan Grenfell to begin managing assets for the Portfolio during the first quarter of 1996. The investment sub-advisory agreements, which require the approval of International Equity Portfolio shareholders, will be submitted to a vote of shareholders at a meeting to be held on March 15, 1996. Morgan Grenfell currently acts as an investment sub-adviser to the European Equity Portfolio and is expected to manage the European, large-capitalization growth segment of the International Equity Portfolio. As a sub-adviser with respect to such portfolio segments, Morgan Grenfell makes investment decisions to and places orders for the purchase and sale of portfolio securities. Morgan Grenfell, a subsidiary of Morgan Grenfell Asset Management Limited, managed over $13 billion in assets as of September 30, 1995. Morgan Grenfell Asset Management Limited, a wholly-owned subsidiary of Deutsche Bank, A.G., a German financial services conglomerate, managed over $61 billion in assets as of September 30, 1995. Morgan Grenfell has over 15 years experience in managing international portfolios for North American clients. Morgan Grenfell Asset Management Limited employs more than 15 European investment professionals. Morgan Grenfell attempts to exploit perceived inefficiencies present in the European markets with original research and an emphasis on stock selection. The principal address of Morgan Grenfell is 20 Finsbury Circus, London, England, EC2M 1NB. -9- Julian R. Johnston and Jeremy G. Lodwick share primary responsibility for the European Equity Portfolio and are expected to manage Morgan Grenfell's portion of the International Equity Portfolio. Mr. Johnston has 20 years experience in European equity investment. Mr. Johnston joined Morgan Grenfell in 1984 and is currently the head of the Morgan Grenfell Continental European Investment team. He speaks French, German, Swedish and Danish fluently. Mr. Lodwick has ten years experience in European equity investment. He joined Morgan Grenfell 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. Morgan Grenfell is entitled to a fee from SFM calculated on the basis of a percentage of the market value of assets assigned to it. That fee, which is paid monthly, is based on an annual percentage rate of .325%. Schroder acts as an investment sub-adviser to the International Equity Portfolio (as well as to the Pacific Basin Equity Portfolio). Schroder manages the Pacific Basin, large-capitalization growth and Japanese small-capitalization segments of the International Equity Portfolio. As a sub-adviser with respect to these portfolio segments, Schroder makes investment decisions to and places orders for the purchase and sale of portfolio securities. Schroder was founded in January 1989 and is a wholly-owned indirect subsidiary of Schroders plc, the 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 countries worldwide, including eight in Asia. As of September 30, 1995, the Schroder Group had over $100 billion in assets under management. As of that date, Schroder, along with its U.S. affiliate, had over $15 billion in assets under management. The Schroder Group has research resources throughout the Asian region, consisting of offices in Tokyo, Hong Kong, Sydney, Singapore, Kuala Lumpur, Seoul, Bangkok and Jakarta, staffed by 38 investment professionals. Schroder's investment process emphasizes individual stock selection and company research conducted by professionals at each local office which is integrated into Schroder's global research network by the manager of research in London. The principal address of Schroder is 33 Gutter Lane, London EC2V 8AS, England. John S. Ager, a Senior Vice President and Director of Schroder, has been an international fund manager since 1981 and has served as the principal portfolio manager for the Pacific Basin Equity Portfolio since its inception, and since December 15, 1995 has also managed a portion of the International Equity Portfolio's assets as the result of the addition of Schroder as an investment sub-adviser to such Portfolio. Mr. Ager has over 20 years of experience in managing client accounts invested in Asian countries. Schroder is entitled to a fee from SFM calculated on the basis of a percentage of the market value of assets assigned to it. That fee, which is paid monthly, is based on an annual percentage rate of .40% of the first $100 million in assets, .30% of the next $50 million in assets, and .20% of assets in excess of $150 million. COMPARISON OF INVESTMENT OBJECTIVES, POLICIES AND RESTRICTIONS The following discussion is based upon and qualified in its entirety by the descriptions of the respective investment objectives and policies set forth in the Prospectus and Statement of Additional Information of the Portfolios. The investment objectives and policies of the Portfolios can be found in the Prospectus under the heading "Investment Objective and Policies." -10- INTERNATIONAL EQUITY PORTFOLIO. The International Equity Portfolio seeks to provide long-term capital appreciation by investing primarily in a diversified portfolio of equity securities of non-U.S. issuers. Under normal circumstances, at least 65% of the Portfolio's assets will be invested in equity securities of non-U.S. issuers located in at least three countries other than the United States. EUROPEAN EQUITY PORTFOLIO. 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 investment sub-adviser considers 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 EQUITY PORTFOLIO. The Pacific Basin Equity Portfolio seeks to provide long-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 investment sub-adviser considers Pacific Basin issuers 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. GENERAL INVESTMENT POLICIES AND RISK FACTORS. INTERNATIONAL EQUITY PORTFOLIO. The International Equity Portfolio may enter into forward foreign currency contracts as a hedge against 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 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 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 A or higher at time of purchase by Standard & Poor's Corporation ("S&P") or Moody's Investors Service, Inc. or are determined by the advisers to be of comparable quality; repurchase agreements; certificates -11- 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 A or higher at time of purchase 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. 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 Baa or higher by 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 investments characteristics, and have speculative characteristics as well. EUROPEAN EQUITY AND PACIFIC BASIN EQUITY PORTFOLIOS. Aside from their respective geographical focus, the European Equity and Pacific Basin Equity Portfolios may pursue the same general investment policies as the International Equity Portfolio. In addition, investments in equity securities of European or Pacific Basin issuers may 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 Portfolios 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 investment sub-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 investment sub-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. Morgan Grenfell's 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 sub-adviser's stock universe and which satisfy their growth oriented screening process. After the generation of stock ideas and the initial stage of portfolio -12- construction, country exposure and the industry concentration of the Portfolio are reviewed to ensure proper diversification. Schroder's 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 the Pacific Basin Equity portfolio, the sub-adviser views 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 sub-advisers aims to capitalize on the faster growth rates occurring outside Japan and a rapidly expanding universe of securities. ADDITIONAL INFORMATION CONCERNING THE INTERNATIONAL TRUST AND THE INTERNATIONAL EQUITY PORTFOLIO GENERAL INFORMATION. The International Trust was organized as a Massachusetts business trust under a Declaration of Trust dated June 30, 1988. As further described under "General Information on Shareholder Rights", the Declaration of Trust permits the International Trust to offer separate portfolios of shares and different classes of each Portfolio. Additional information pertaining to the International Trust, may be obtained by writing to SEI Financial Management Corporation, 680 East Swedesford Road, Wayne, Pennsylvania 19087-1658 or by calling 1-800-342-5734. 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 the International Equity Portfolio may obtain asset allocation services with respect to their investments in the Portfolio. If a sufficient amount of the International Equity 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 TRUST. The management and affairs of the International Trust are supervised by the Trustees under the laws of the Commonwealth of Massachusetts. The Trustees have approved contracts under which, as described above, certain companies provide essential management services to the Trust. REPORTING. The International Trust issues unaudited financial information semiannually and audited financial statements annually. The International Trust furnishes proxy statements and other reports to shareholders of record. SHAREHOLDER INQUIRIES. Shareholder inquires should be directed to SEI Financial Management Corporation, 680 East Swedesford Road, Wayne, PA 19087-1658 (Class A Shares) or DST Systems, Inc., P.O. Box 419240, Kansas City, MO 64141-6240 (Class D Shares). -13- DIVIDENDS. Substantially all of the net investment income (exclusive of capital gains) of the International Equity Portfolio is periodically declared and paid as a dividend. Capital gains, if any, are distributed at least annually. Shareholders automatically receive all income dividends and capital gain distributions in additional shares at the net asset value next determined following the record date, unless the shareholder has elected to take such payment in cash. Shareholders may change their election by providing written notice to SFM at least 15 days prior to the distribution. Dividends and capital gains of the International Equity 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. DISTRIBUTOR. SFS, a wholly owned subsidiary of SEI, serves as each International Trust Portfolio's distributor pursuant to a distribution agreement with the International Trust. Each class of shares of the Portfolio has a separate Class A Plan and Class D Plan pursuant to Rule 12b-1 under the 1940 Act. The International Trust operates the Plans in accordance with their terms and NASD Rules concerning sales charges. The Class A and Class D Plans provide for reimbursement for expenses incurred by SFS in an amount to exceed .30% of the average daily net assets of each Portfolio, provided those expenses are permissible as to type and amount under the budget. Currently, the budget for each Portfolio is .15%. Moreover, the Class D Plans in addition to the reimbursement of certain expenses described above, provide for payments to SFS in an amount not to exceed .30% of average daily net assets attributable to Class D shares. These payments are compensation that are primarily used to compensate financial institutions that provide distribution-related services. MANAGER AND SHAREHOLDER SERVICING AGENT. SFM provides the International 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. 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 International Equity Portfolio, .65% of the average daily net assets of the European Equity, Pacific Basin Equity and Emerging Markets Equity Portfolios 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. COUNSEL AND INDEPENDENT ACCOUNTANTS. Morgan Lewis & Bockius, LLP serves as counsel to the International Trust. Price Waterhouse LLP serves as the independent public accountants for the International Trust. CUSTODIAN AND WIRE AGENT. State Street Bank and Trust Company, 225 Franklin Street, Boston, MA 02110, (the "Custodian"), acts as custodian for the assets of the International Equity Portfolio. The Custodian holds cash, securities and other assets of International Trust as required by the 1940 Act. CoreStates Bank, N.A., Broad and Chestnut Street, P.O. Box 7618, Philadelphia, PA 19101 acts as wire agent of the International Trust's assets. -14- GENERAL INFORMATION ON SHAREHOLDER RIGHTS CAPITALIZATION. The beneficial interests in the International Equity Portfolio, European Equity Portfolio and Pacific Basin Equity Portfolio are represented by an unlimited number of transferable shares of beneficial interest with no par value per share. The Declaration of Trust of the International Trust, under which each Portfolio has been established, permits the Trustees to allocate shares in an unlimited number of series, and classes thereof, with rights determined by the Trustees, all without shareholder approval. Fractional shares may be issued. Each Portfolio's shares have equal voting rights with respect to matters affecting shareholders of all classes of each Portfolio and each series of the International Trust under which the Portfolio has been established, and represent equal proportionate interests in the assets belonging to the Portfolios. Shareholders of each Portfolio are entitled to receive dividends and other amounts as determined by the Trustees. Shareholders of each Portfolio vote separately, by class, as to matters such as approval or amendments of Rule 12b-1 distribution plans that affect only their particular class and by series as to matters, such as approval or amendments of investment advisory agreements or proposed reorganizations, that affect only their particular series. SHAREHOLDER LIABILITY. Under Massachusetts law, shareholders of a business trust could, under certain circumstances, be held personally liable for the obligations of the business trust. However, the Declaration of Trust under which the Portfolios were established disclaim shareholder liability for the acts or obligations of a series and require that notice of such disclaimer be given in each agreement, obligation or instrument entered into or executed by the Portfolios or Trustees. The Declaration of Trust provides for indemnification out of the Portfolios' property for all losses and expenses of any shareholder held personally liable for the obligation of such Portfolio. Thus, the risk of a shareholder incurring financial loss on account of shareholder liability is considered remote since it is limited to circumstances in which a disclaimer is inoperative and the Portfolio itself would be unable to meet its obligations. A substantial number of mutual funds in the United States are organized as Massachusetts business trusts. SHAREHOLDER MEETINGS AND VOTING RIGHTS. The International Trust, on behalf of its Portfolios, is not required to hold annual meetings of shareholders. However, a meeting of shareholders for the purpose of voting upon the question of removal of a Trustee must be called when requested in writing by the holders of at least 10% of the outstanding shares. In addition, the International Trust is also required to call a meeting of shareholders for the purpose of electing Trustees if, at any time, less than a majority of the Trustees then holding office were elected by shareholders. If Trustees of the International Trust fail or refuse to call a meeting for a period of 30 days after a request in writing by shareholders holding an aggregate of at least 10% of the outstanding shares, then shareholders holding said 10% may call and give notice of such meeting. The International Trust does not currently intend to hold regular shareholder meetings. The International Trust does not permit cumulative voting. A majority of shares entitled to vote on a matter constitutes a quorum for consideration of such matter. In either case, a majority of shares entitled to vote on a matter constitutes a quorum for consideration of such matter (unless otherwise specifically required by the applicable governing documents or other law, including the 1940 Act). LIQUIDATION OR DISSOLUTION. In the event of a liquidation or dissolution of the International Trust, the International Equity Portfolio, the European Equity Portfolio or the Pacific Basin Equity Portfolio, the shareholders are entitled to receive, when, and as declared by the Trustees, the excess of the assets belonging to such Portfolio or attributable to the class over the liabilities belonging to the Portfolio or attributable to the class. In either case, the assets so distributable to shareholders of the Portfolio will be distributed among the shareholders in proportion to the number of shares of the Portfolio held by them and recorded on the books of the Portfolio. LIABILITY AND INDEMNIFICATION OF TRUSTEES. The International Trust's Declaration of Trust provides that no Trustee or officer shall be liable to the Trust or any series thereof, or to any shareholder, Trustee, officer, -15- employee or agent of the Trust for any action or failure to act except for his or her own bad faith, willful misfeasance, gross negligence or reckless disregard of his or her duties. The Declaration of Trust also provides that a Trustee or officer is entitled to indemnification against liabilities and expenses with respect to claims related to his or her position with the Trust unless such Trustee or officer shall have been adjudicated to have acted with bad faith, willful misfeasance, gross negligence or reckless disregard of his or her duties, or not to have acted in good faith that his or her action was in the best interest of the Trust. The Declaration of Trust further provides that a Trustee or officer is not entitled to indemnification against liabilities in the event of settlement unless there has been a determination that such Trustee or officer has not engaged in willful misfeasance, bad faith, gross negligence or reckless disregard of his or her duties. RIGHTS OF INSPECTION. Shareholders of the Portfolios of the International Trust have the same right to inspect the governing documents, records of meetings of shareholders, shareholder lists, share transfer records, accounts and books of the Portfolios as are permitted shareholders of a corporation under Massachusetts corporate law. The purpose of inspection must be for interest of shareholders relative to the affairs of the Trust. The foregoing is only a summary of certain characteristics of the Declaration of Trust, By-Laws, Massachusetts law and the 1940 Act and is not a complete description of those documents or law. Shareholders should refer to the provisions of such Declaration of Trust, By-Laws, Massachusetts law and the 1940 Act directly for more complete information. ADDITIONAL INFORMATION CONCERNING THE PORTFOLIOS INTERNATIONAL EQUITY PORTFOLIO. Information concerning the operation and management of the International Equity Portfolio is incorporated herein by reference from the current Prospectus of the International Trust dated August 31, 1995, a copy of which is enclosed, and Statement of Additional Information dated June 28, 1995, as amended August 31, 1995. A copy of such Statement of Additional Information is available upon request and without charge by writing to the International Trust at the address listed on the cover page of this Prospectus/Proxy Statement or by calling toll-free 1-800-342-5734 (Class A Shares) or 1-800-437-6016 (Class D Shares). EUROPEAN EQUITY PORTFOLIO. Information concerning the operation and management of the European Equity Portfolio is incorporated herein by reference from the current Prospectus of the International Trust dated August 31, 1995, and Statement of Additional Information dated June 28, 1995, as amended August 31, 1995. A copy of such Prospectus and Statement of Additional Information is available upon request and without charge by writing to the International Trust at the address listed on the cover page of this Prospectus/Proxy Statement or by calling toll-free 1-800-342-5734. PACIFIC BASIN EQUITY PORTFOLIO. Information concerning the operation and management of the Pacific Basin Equity Portfolio is incorporated herein by reference from the current Prospectus of the International Trust dated August 31, 1995, and Statement of Additional Information dated June 28, 1995, as amended August 31, 1995. A copy of such Prospectus and Statement of Additional Information is available upon request and without charge by writing to the International Trust at the address listed on the cover page of this Prospectus/Proxy Statement or by calling toll-free 1-800-342-5734 (Class A Shares). The International Trust is subject to the informational requirements of the Securities Exchange Act of 1934, as amended, and the 1940 Act, and in accordance therewith file reports and other information, including proxy material and charter documents with the SEC. These items can be inspected and copies obtained at the Public Reference Facilities maintained by the SEC at 450 Fifth Street, N.W., Washington, D.C. 20549, and at the SEC's Regional Offices located at Northwest Atrium Center, 500 West Madison Street, Chicago, Illinois, 60661- 2511 and Seven World Trade Center, Suite 1300, New York, New York 10048. Copies of such material can also be obtained from the Public Reference Branch, Office of Consumer Affairs and Information Services of the SEC, Washington, D.C. 20549 at prescribed rates. -16- FINANCIAL STATEMENTS AND EXPERTS The financial statements of the International Trust, which includes the International Equity Portfolio, (formerly, Core International Equity Portfolio) European Equity Portfolio and Pacific Basin Equity Portfolio, contained in its annual report to shareholders for the fiscal year ended February 28, 1995 have been audited by Price Waterhouse LLP, its independent accountants. These financial statements, as well as the pro forma financial statements for the period February 28, 1995 through August 31, 1995, reflecting the International Equity Portfolio after the Reorganization, are included in the Statement of Additional Information to this Prospectus/Proxy Statement and are incorporated by reference herein. The International Trust will furnish without charge, a copy of the most recent Annual Report to Shareholders of its Portfolios, on request. Requests should be directed to the International Trust at the address listed above or by calling 1-800-342-5734. LEGAL MATTERS Certain legal matters concerning the issuance of shares of the International Equity Portfolio will be passed upon by Morgan Lewis & Bockius, LLP, 2000 One Logan Square, Philadelphia, Pennsylvania, 19103, which firm will also render an opinion as to certain federal income tax consequences of the Reorganization. Morgan, Lewis and Bockius, LLP serves as counsel to the International Trust. VOTING INFORMATION CONCERNING THE MEETING GENERAL INFORMATION. This Prospectus/Proxy Statement is being furnished in connection with the solicitation of proxies by the Board of Trustees of the International Trust on behalf of the European Equity Portfolio and Pacific Basin Equity Portfolio in connection with the Meeting. It is expected that the solicitation of proxies will be primarily by mail. Officers and service contractors hired by the European Equity and Pacific Basin Equity Portfolios and the International Trust may also solicit proxies by telephone, telegraph or personal interview. Any shareholders giving a proxy may revoke it at any time before it is exercised by submitting to the Secretary of the International Trust, 680 East Swedesford Road, Wayne, Pennsylvania 19087, a written notice of revocation or a subsequently executed proxy, or by attending the Meeting and voting in person. Shares represented by a properly executed proxy will be voted in accordance with the instructions thereon, or if no specification is made, the shares will be voted "FOR" the approval of the Reorganization Agreements for the European Equity Portfolio or Pacific Basin Equity Portfolio as applicable. It is not anticipated that any matters other than the adoption of the Reorganization Agreement will be brought before the Meeting. Should other business properly be brought before the Meeting, it is intended that the accompanying proxies will be voted in accordance with the judgment of the persons named as such proxies. For the purposes of determining the presence of a quorum for transacting business at the Meeting, abstentions and broker "non-votes" (i.e., proxies from brokers or nominees indicating that such persons have not received instructions from the beneficial owners or other persons entitled to vote shares on a particular matter with respect to which the brokers or nominees do not have discretionary power) will be treated as shares that are present but which have not been voted. For this reason, abstentions and broker non-votes will have the effect of a "no" vote for purposes of obtaining the requisite approval of the Reorganization Agreement. Proxy solicitations will be made primarily by mail, but proxy solicitations may also be made by telephone, telegraph or personal solicitations conducted by officers and employees of the International Trust, its affiliates or other representatives. In the event that sufficient votes to approve each Reorganization Agreement are not received by March 15, 1996, the persons named as proxies may propose one or more adjournments of the Meeting to permit further solicitation of proxies. In determining whether to adjourn the Meeting, the following factors may be considered: the percentage of votes actually cast, the percentage of negative votes actually cast, the nature of any further solicitation and the information to be provided to shareholders with respect to the reasons for the solicitation. Any such adjournment will require an affirmative vote at the Meeting. The persons named as proxies will vote -17- upon such adjournment after consideration of all circumstances which may bear upon a decision to adjourn the Meeting. If the Reorganization Agreement is not approved, shareholders wishing to submit proposals for consideration for inclusion in a proxy statement for a subsequent shareholder meeting should send their written proposals to the Secretary of the International Trust, 680 Swedesford Road, Wayne, Pennsylvania 19087, such that they will be received by the International Trust in a reasonable period of time prior to any such meeting. The votes of the shareholders of the International Equity Portfolio are not being solicited by this Prospectus/Proxy Statement and are not required to carry out the Reorganization. VOTING RIGHTS AND REQUIRED VOTE. Each share of the European Equity Portfolio and Pacific Basin Equity Portfolio is entitled to one vote. Approval of each Reorganization Agreement will require the affirmative vote of more than 50% of the outstanding voting securities of each portfolio, with all classes of each Portfolio voting together as one class. APPRAISAL RIGHTS. Shareholders of an open-end investment company registered under the 1940 Act are not entitled to any appraisal rights if the value placed on shares of shareholders' that is the subject of the transaction is its net asset value. In any event, the staff of the Securities and Exchange Commission has taken the position that any rights to appraisal arising under state law are superseded by the provisions of Rule 22c-1 under the 1940 Act, which generally requires that shares of a registered open-end investment company be valued at their next determined net asset value. A shareholder of the European Equity Portfolio or Pacific Basin Equity Portfolio may redeem his or her shares at the net asset value prior to the date of the Reorganization. THE BOARD OF TRUSTEES OF THE EUROPEAN EQUITY PORTFOLIO AND PACIFIC BASIN EQUITY PORTFOLIO RECOMMENDS THAT YOU VOTE FOR APPROVAL OF YOUR PORTFOLIO'S RESPECTIVE REORGANIZATION AGREEMENT OTHER BUSINESS The Board of Trustees of the International Trust on behalf of the European Equity and Pacific Basin Equity Portfolios knows of no other business to be brought before the Meeting. However, if any other matters come before the Meeting, it is the intention that proxies which do not contain specific restrictions to the contrary will be voted on such matters in accordance with the judgment of the persons named in the enclosed form of proxy. -18- EXHIBIT A AGREEMENT AND PLAN OF REORGANIZATION AND LIQUIDATION AGREEMENT AND PLAN OF REORGANIZATION AND LIQUIDATION dated as of ___________ __, 1996 (the "Agreement") by and between SEI International Trust, a Massachusetts business trust (the "International Trust"), on behalf of its separately managed portfolios, the [European Equity Portfolio or Pacific Basin Equity Portfolio, as applicable (the "Portfolios")] and International Equity Portfolio (the "International Portfolio"). WHEREAS, the International Trust was organized under Massachusetts law as a business trust under a Declaration of Trust dated June 30, 1988. The International Trust is an open-end management investment company registered under the Investment Company Act of 1940, as amended (the "1940 Act"). The International Trust has authorized capital consisting of an unlimited number of shares of beneficial interest without par value of separate series of the International Trust. The International Portfolio and [Portfolios] are duly organized and validly existing series of the International Trust. NOW, THEREFORE, in consideration of the mutual promises herein contained, the parties hereto agree to effect the transfer of all of the assets of the [Portfolios], solely in exchange for the assumption by the International Portfolio of stated liabilities of the [Portfolios] and Class A shares of the International Portfolio ("International Portfolio Shares") followed by the distribution, at the Effective Time (as defined in Section 10 of this Agreement), of such International Portfolio Shares to the holders of shares of the [Portfolios] ("Portfolio Shares") on the terms and conditions hereinafter set forth in Liquidation of the [Portfolios]. The parties hereto covenant and agree as follows: 1. Plan of Reorganization. At the Effective Time, the [Portfolios] will assign, deliver and otherwise transfer all of its assets, and assign all of its stated liabilities, to the International Portfolio free and clear of all liens and encumbrances except as provided in this Agreement, and the International Portfolio shall acquire all such assets, and shall assume all such liabilities of the [Portfolios], in exchange for delivery to the [Portfolios] by the International Portfolio of a number of International Portfolio Shares (both full and fractional) equal in number to the number of outstanding full and fractional shares of the [Portfolios] multiplied by the exchange ratio computed as set forth below, the product of such multiplication to be rounded to the nearest one thousandth of a full share. The exchange ratio shall be the number determined by dividing the net asset value per share of the [Portfolios] Shares by the net asset value per share of the International Portfolio Shares as of the Effective Time as described in Section 3 of this Agreement. Such exchange ratio shall be rounded to the nearest ten thousandth. The assets and stated liabilities of the [Portfolios], as set forth in the Statement of Assets and Liabilities attached hereto as Exhibit A, shall be exclusively assigned to and assumed by the International Portfolio. All debts, liabilities, obligations and duties of the [Portfolios], to the extent that they exist at or after the Effective Time, shall after the Effective Time attach to the International Portfolio and may be enforced against the International Portfolio to the same extent as if the same had been incurred by the International Portfolio. 2. Transfer of Assets. The assets of the [Portfolios] to be acquired by the International Portfolio and allocated thereto shall include, without limitation, all cash, cash equivalents, securities, receivables (including interest and dividends receivable), any claims or rights of action or rights to register shares under applicable securities laws, any books or records of the [Portfolios] and other property owned by the [Portfolios] shown as assets on the books of the [Portfolios] at the Effective Time. 3. Liquidation and Dissolution of the [Portfolios]. At the Effective Time, the International Portfolio Shares (both full and fractional) received by the [Portfolios] will be distributed to the shareholders of record of the [Portfolios] as of the Effective Time in exchange for their respective [Portfolios] Shares and in complete liquidation of the [Portfolios]. Each shareholder will receive International Portfolio Shares pro rata in proportion to its respective [Portfolio Shares] held by that shareholder at the Effective Time, as set forth in Section 1 of this Agreement. Such liquidation and distribution will be accompanied by the establishment of an open account on the share records of the International Portfolio in the name of each shareholder of the [Portfolios] and representing the respective number of International Portfolio Shares due such shareholder. As soon as practicable after the Effective Time, the [Portfolios] shall take, in accordance with Federal law and the law of the Commonwealth of Massashusetts, all steps as shall be necessary and proper to effect a complete termination of the [Portfolios]. 4. Valuation. The value of the [Portfolios'] assets to be acquired by the International Portfolio shall be the net asset value computed as of the valuation time provided in the [Portfolios] prospectus at the Effective Time, using the valuation procedures set forth in the [Portfolios] then-current Prospectus or Statement of Additional Information. The number, value and denominations of full and fractional International Portfolio Shares to be issued in exchange for the [Portfolios] assets shall be determined as set forth in Section 1 of this Agreement. All computations of value shall be made by the International Portfolio's custodian and reviewed by its independent accountants. The International Portfolio shall cause its custodian to deliver a copy of its valuation report, reviewed by its independent accountants, to the [Portfolios]. 2 5. Representations and Warranties of the International Portfolio. The International Portfolio represents and warrants to the [Portfolios] as follows: (a) Financial Statements. The audited financial statements of the International Portfolio for the fiscal year ended February 28, 1995 and unaudited International Portfolio Financial Statements for the six-month period ended August 31, 1995, (the "International Portfolio Financial Statements"), which will be delivered to the [Portfolios], fairly present the financial position of the International Portfolio as of the date thereof and the results of its operations and changes in its net assets for the period indicated. (b) Shares to be Issued Upon Reorganization. The International Portfolio Shares to be issued in connection with the Reorganization have been duly authorized and upon consummation of the Reorganization will be validly issued, fully paid and nonassessable. (c) Authority Relative to this Agreement. The International Trust on behalf of the International Portfolio has the power to enter into this Agreement and to carry out its obligations hereunder. The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized by the International Trust's Board of Trustees and no other proceedings by the International Portfolio are necessary to authorize its officers to effectuate this Agreement and the transactions contemplated hereby. The International Portfolio is not a party to or obligated under any declaration of trust, by-law, indenture or contract provision or any other commitment or obligation, or subject to any order or decree, which would be violated by its executing and carrying out this Agreement. (d) Effective Registration Statement. The International Portfolio will prepare and file with the SEC a registration statement on Form N-14 under the Securities Act of 1933, as amended ("1933 Act"), relating to the International Portfolio Shares ("Registration Statement"). From the effective date of the Registration Statement of the International Portfolio through the Effective Time, the Registration Statement of the International Portfolio (exclusive of those portions based upon written information regarding the [Portfolios]) (i) complies in all material respects with the 1933 Act, the Securities Exchange Act of 1934, as amended ("1934 Act"), and the 1940 Act, and the rules and regulations thereunder and (ii) does not and will not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements, in light of the circumstances under which they were made, not misleading. (e) Liabilities. There are no liabilities of the International Portfolio, whether or not determined or determinable, other than liabilities disclosed or provided for in the International Portfolio Financial Statements and liabilities incurred in the 3 ordinary course of business subsequent to August 31, 1995 or otherwise previously disclosed to the [Portfolios], none of which has been materially adverse to the business, assets or results of operations of the International Portfolio. (f) Litigation. There are no claims, actions, suits or proceedings pending or, to the knowledge of the International Portfolio, threatened which would adversely affect the International Portfolio or its assets or business or which would prevent or hinder consummation of the transactions contemplated hereby. (g) Contracts. Except for contracts and agreements disclosed to the [Portfolios], under which no default exists, the International Portfolio is not a party to or subject to any material contract, debt instrument, plan, lease, franchise, license or permit of any kind or nature whatsoever with respect to the International Portfolio. (h) Taxes. As of the Effective Time, all Federal and other tax returns and reports of the International Portfolio required by law to have been filed shall have been filed, and all other taxes shall have been paid so far as due, or provision shall have been made for the payment thereof, and to the best of the International Portfolio's knowledge, no such return is currently under audit and no assessment has been asserted with respect to any of such returns. 6. Representations and Warranties of the [Portfolios]. The [Portfolios] represents and warrants to the International Portfolio as follows: (a) Financial Statements. The audited financial statements of the [Portfolios] for the fiscal year ended February 28, 1995 and unaudited [Portfolios] financial statements for the six-month period ended August 31, 1995, (the "[Portfolios] Financial Statements"), as delivered to the International Portfolio, fairly present the financial position of the [Portfolios] as of the date thereof, and the results of its operations and changes in its net assets for the periods indicated. (b) Marketable Title to Assets. The [Portfolios] will have, at the Effective Time, good and marketable title to, and full right, power and authority to sell, assign, transfer and deliver, the assets to be transferred to the International Portfolio. Upon delivery and payment for such assets, the International Portfolio will have good and marketable title to such assets without restriction on the transfer thereof. The [Portfolios] reserves the right to sell any of its securities but will not, without the prior approval of International Portfolio, on behalf of the International Portfolio, acquire any additional securities other than securities of the type in which the International Portfolio is permitted to invest. It is acknowledged and understood that the [Portfolios] intends to liquidate substantially all of its assets for cash prior to the Reorganization. 4 (c) Authority Relative to this Agreement. The [Portfolios] has the power to enter into this Agreement and to carry out its obligations hereunder. The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized by the [Portfolios] Board of Trustees, and, except for approval by the shareholders of the [Portfolios], no other proceedings by the [Portfolios] are necessary to authorize its officers to effectuate this Agreement and the transactions contemplated hereby. The [Portfolios] is not a party to or obligated under any declaration of trust, by-law, indenture or contract provision or any other commitment or obligation, or subject to any order or decree, which would be violated by its executing and carrying out this Agreement. (d) Liabilities. There are no liabilities of the [Portfolios] whether or not determined or determinable, other than liabilities disclosed or provided for in the [Portfolios] Financial Statements and liabilities incurred in the ordinary course of business subsequent to August 31, 1995 or otherwise previously disclosed to the International Portfolio, none of which has been materially adverse to the business, assets or results of operations of the [Portfolios]. (e) Litigation. There are no claims, actions, suits or proceedings pending or, to the knowledge of the [Portfolios], threatened which would adversely affect the [Portfolios] or its assets or business or which would prevent or hinder consummation of the transactions contemplated hereby. (f) Contracts. Except for contracts and agreements disclosed to the International Portfolio, under which no default exists, the [Portfolios] is not a party to or subject to any material contract, debt instrument, plan, lease, franchise, license or permit of any kind or nature whatsoever. (g) Taxes. As of the Effective Time, all Federal and other tax returns and reports of the [Portfolios] required by law to have been filed shall have been filed, and all other taxes shall have been paid so far as due, or provision shall have been made for the payment thereof, and to the best of the [Portfolios]'s knowledge, no such return is currently under audit and no assessment has been asserted with respect to any of such returns. 7. Conditions Precedent to Obligations of the International Portfolio. (a) All representations and warranties of the [Portfolios] contained in this Agreement shall be true and correct in all material respects as of the date hereof and, except as they may be affected by the transactions contemplated by this Agreement, as of the Effective Time, with the same force and effect as if made on and as of the Effective Time. 5 (b) The International Portfolio shall have received the opinion of counsel for the [Portfolios], dated the Effective Time, addressed to and in form and substance satisfactory to counsel for the International Portfolio, to the effect that (i) the [Portfolios] is a series of the International Trust, a duly organized and validly existing business trust under the laws of the Commonwealth of Massachusetts; (ii) The International Trust is an open-end management investment company registered under the Investment Company Act of 1940, as amended (the "1940 Act"); (iii) this Agreement and the Reorganization provided for herein and the execution of this Agreement have been duly authorized and approved by all requisite action of the International Trust on behalf of the [Portfolios] and this Agreement has been duly executed and delivered by the [Portfolios] and is a valid and binding obligation of the [Portfolios], subject to applicable bankruptcy, insolvency, fraudulent conveyance and similar laws or court decisions regarding enforcement of creditors' rights generally; and (iv) to the best of counsel's knowledge after reasonable inquiry, no consent, approval, order or other authorization of any Federal or state court or administrative or regulatory agency is required for the [Portfolios] to enter into this Agreement or carry out its terms that has not been obtained other than where the failure to obtain any such consent, approval, order or authorization would not have a material adverse effect on the operations of the [Portfolios]. (c) The [Portfolios] shall have delivered to the International Portfolio at the Effective Time a statement of the [Portfolios]'s assets and liabilities, prepared in accordance with generally accepted accounting principles consistently applied, together with a certificate of the Treasurer or Assistant Treasurer of the [Portfolios] as to the aggregate asset value of the [Portfolios]'s portfolio securities. 8. Conditions Precedent to Obligations of the [Portfolios]. (a) All representations and warranties of the International Portfolio contained in this Agreement shall be true and correct in all material respects as of the date hereof and, except as they may be affected by the transactions contemplated by this Agreement, as of the Effective Time, with the same force and effect as if made on and as of the Effective Time. (b) The [Portfolios] shall have received the opinion of counsel for the International Portfolio, dated the Effective Time, addressed to and in form and substance satisfactory to counsel for the [Portfolios], to the effect that: (i) the International Portfolio is a series of the International Trust, a duly organized and validly existing corporation under the laws of the Commonwealth of Massachusetts; (ii) the International Trust is an open- ended management investment company registered under the 1940 Act; (iii) this Agreement and the Reorganization provided for herein and the execution of this Agreement have been duly authorized and approved by all requisite action of the International Trust on behalf of the International Portfolio and this Agreement has been duly executed and delivered by the International Portfolio and is a valid and 6 binding obligation of the International Portfolio, subject to applicable bankruptcy, insolvency, fraudulent conveyance and similar laws or court decisions regarding enforcement of creditors' rights generally; (iv) to the best of counsel's knowledge after reasonable inquiry, no consent, approval, order or other authorization of any Federal or state court or administrative or regulatory agency is required for the International Portfolio to enter into this Agreement or carry out its terms that has not already been obtained, other than where the failure to obtain any such consent, approval, order or authorization would not have a material adverse effect on the operations of the International Portfolio; and (v) the International Portfolio Shares to be issued in the Reorganization have been duly authorized and upon issuance thereof in accordance with this Agreement will be validly issued, fully paid and nonassessable. 9. Further Conditions Precedent to Obligations of the [Portfolios] and the International Portfolio. The obligations of the [Portfolios] and the International Portfolio to effectuate this Agreement shall be subject to the satisfaction of each of the following conditions: (a) Such authority from the Securities and Exchange Commission (the "SEC") and state securities commissions as may be necessary to permit the parties to carry out the transactions contemplated by this Agreement shall have been received. (b) The [Portfolios] will call a meeting of shareholders to consider and act upon this Agreement and to take all other actions reasonably necessary to obtain the approval by its shareholders of this Agreement and the transactions contemplated herein, including the Reorganization and the termination of the [Portfolios] if the Reorganization is consummated. The [Portfolios] prepared or will prepare the notice of meeting, form of proxy and proxy statement (collectively, "Proxy Materials") to be used in connection with such meeting; provided that the International Portfolio has furnished or will furnish a current, effective Prospectus relating to the International Portfolio Shares for incorporation within and/or distribution with the Proxy Materials, and with such other information relating to the International Portfolio as is reasonably necessary for the preparation of the Proxy Materials. (c) The International Portfolio, has prepared and filed, or will prepare and file with the SEC a registration statement on Form N-14 under the Securities Act of 1933, as amended ("1933 Act"), relating to the International Portfolio Shares ("Registration Statement"). The [Portfolios] has provided or will provide the International Portfolio with Proxy Materials for inclusion in the Registration Statement, prepared in accordance with paragraph (b) and with such other information and documents relating to the [Portfolios] as are reasonably necessary for the preparation of the Registration Statement. 7 (d) The Registration Statement on Form N-14 of the International Portfolio shall be effective under the Securities Act of 1933 and, to the best knowledge of the International Portfolio, no investigation or proceeding for that purpose shall have been instituted or be pending, threatened or contemplated under the 1933 Act. (e) The shares of the International Portfolio shall have been duly qualified for offering to the public in all states of the United States, the Commonwealth of Puerto Rico and the District of Columbia (except where such qualifications are not required) so as to permit the transfer contemplated by this Agreement to be consummated. (f) A vote approving this Agreement and the Reorganization contemplated hereby shall have been adopted by at least a majority of the outstanding shares of the [Portfolios] entitled to vote at an annual or special meeting. (g) The Board of Trustees of the International Trust on behalf of the International Portfolio shall have taken the following action, at a meeting duly called for such purpose, authorization of the issuance by the International Portfolio of International Portfolio Shares at the Effective Time in exchange for the assets of the [Portfolios] pursuant to the terms and provisions of this Agreement. 10. Effective Time of the Reorganization. The exchange of the [Portfolios] assets for International Portfolio Shares shall be effective as of close of business on May 15, 1995 or at such other time and date as fixed by the mutual consent of the parties (the "Effective Time"). 11. Termination. This Agreement and the transactions contemplated hereby may be terminated and abandoned by either party by resolution of that party's Board of Trustees, at any time prior to the Effective Time, if circumstances should develop that, in the opinion of that party's Board, make proceeding with the Agreement inadvisable. 12. Amendment. This Agreement may be amended, modified or supplemented in such manner as may be mutually agreed upon in writing by the parties; provided, however, that following the Shareholders Meeting called on behalf of the [Portfolios] pursuant to Section 9 of this Agreement, no such amendment may have the effect of changing the provisions for determining the number of International Portfolio Shares to be paid to the [Portfolios] Shareholders under this Agreement to the detriment of the [Portfolios] shareholders without their further approval. 13. Governing Law. This Agreement shall be governed and construed in accordance with the laws of the Commonwealth of Massachusetts. 14. Notices. Any notice, report, statement or demand required or permitted by and provision of this Agreement shall be in writing and shall be given by prepaid telegraph, telecopy, certified mail or overnight express courier addressed as follows: 8 if to the International Trust, on behalf of the International Equity Portfolio and [Portfolios]: Kevin P. Robins, Esquire 680 East Swedesford Road Wayne, Pennsylvania 19087-1658 with a copy to: Richard W. Grant, Esquire Morgan Lewis & Bockius LLP 2000 One Logan Square Philadelphia, Pennsylvania 19103 15. Headings, Counterparts, Assignment. (a) The article and paragraph headings contained in this Agreement are for reference purposes only and shall not effect in any way the meaning or interpretation of this Agreement. (b) This Agreement may be executed in any number of counterparts, each of which shall be deemed an original. (c) This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns, but no assignment or transfer hereof or of any rights or obligations hereunder shall be made by any party without the written consent of the other party. Nothing herein expressed or implied is intended or shall be construed to confer upon or give any person, firm or corporation other than the parties hereto and their respective successors and assigns any rights or remedies under or by reason of this Agreement. 16. Entire Agreement. The International Trust on behalf of the International Portfolio and the [Portfolios] agree that neither party has made any representation, warranty or covenant not set forth herein and that this Agreement constitutes the entire agreement between the parties. The representations, warranties and covenants contained herein or in any document delivered pursuant hereto or in connection herewith shall survive the consummation of the transactions contemplated hereunder. 9 17. Further Assurances. The International Trust on behalf of the International Portfolio and the [Portfolios] shall take such further action as may be necessary or desirable and proper to consummate the transactions contemplated hereby. [SEAL] THE SEI INTERNATIONAL TRUST On behalf of the International Equity Portfolio Attest: ________________________ By:______________________________ President [SEAL] THE SEI INTERNATIONAL TRUST On behalf of the [Portfolios] Attest: _______________________ By:_______________________________ Lee S. Owen President 10 STATEMENT OF ADDITIONAL INFORMATION Dated January 22, 1996 Relating to the Acquisition of the Assets of THE EUROPEAN EQUITY PORTFOLIO AND PACIFIC BASIN EQUITY PORTFOLIO OF SEI INTERNATIONAL TRUST 680 East Swedesford Road Wayne, PA 19087-1658 1-800-342-5734 by and in Exchange for Class A Shares of the INTERNATIONAL EQUITY PORTFOLIO OF THE SEI INTERNATIONAL TRUST 680 East Swedesford Road Wayne, PA 19087-1658 1-800-342-5734 This Statement is not a prospectus but should be read in conjunction with the related Prospectus/Proxy Statement dated January 22, 1996 which covers the shares of the International Equity Portfolio of the SEI International Trust (the "International Trust") to be issued in exchange for substantially all of the net assets of the European Equity and Pacific Basin Equity Portfolios of the International Trust. Please retain this Statement for further reference. To obtain additional copies of the related Prospectus/Proxy Statement, please call the International Trust at 1-800-437-6016. TABLE OF CONTENTS PAGE ----------------- ---- Introduction 3 Additional Information About International Equity Portfolio 3 General Information and History 3 Investment Objective and Policies 3 Management of Equity Partners Fund 3 Control Persons and Principal Holders of Securities 3 Investment Advisory and Other Services 3 Brokerage Allocation and Portfolio Turnover 3 Shares of Beneficial Interest 3 Purchase, Redemption and Pricing of Shares 4 Tax Status 4 Distribution Agreement 4 Performance Information 4 Financial Statements 4 Additional Information about the European Equity and Pacific Basin Equity Portfolios 4 General Information and History 4 Investment Objective and Policies 4 Management of Quality Growth Fund 4 Investment Advisory and Other Services 4 Brokerage Allocation and Portfolio Turnover 5 Shares of Beneficial Interest 5 Purchase, Redemption and Pricing of Shares 5 Tax Status 5 Distribution Agreement 5 Performance Information 5 Financial Statements 5 Pro Forma Combined Financial Statements 5 -2- INTRODUCTION ------------ This Statement of Additional Information is intended to supplement the information provided in the Prospectus/Proxy Statement dated January 22, 1995 which covers the Class A Shares of International Equity Portfolio to be issued in exchange for substantially all of the net assets of the European Equity and Pacific Basin Equity Portfolios. The Prospectus/Proxy Statement has been sent to the shareholders of the European Equity and Pacific Basin Equity Portfolios in connection with the solicitation of proxies by the Board of Trustees of International Trust on behalf of the European Equity and Pacific Basin Equity Portfolios to be voted at the Special Meeting of Shareholders to be held on March 15, 1996. The Statement of Additional Information of the International Trust for the International Equity, European Equity and Pacific Basin Equity Portfolios dated June 28, 1995, as amended August 31, 1995 (the "International Trust SAI") is attached hereto as Exhibit A. ADDITIONAL INFORMATION ABOUT THE INTERNATIONAL EQUITY PORTFOLIO --------------------------------------------------------------- General Information and History - ------------------------------- For additional general information about the International Equity Portfolio and its history, see "Trust" in the International Trust SAI. Investment Objective and Policies - --------------------------------- For additional information about the International Equity Portfolio's investment objective and policies, see "Description of Permitted Investments," "Description of Ratings," "Investment Limitations" and "Non-Fundamental Policies" in the International Trust SAI. Management of International Equity Portfolio - -------------------------------------------- For additional information about the International Equity Portfolio's Trustees and Officers, see "Trustees and Officers of the Trust" in the International Trust SAI. Control Persons and Principal Holders of Securities - --------------------------------------------------- For additional information about control persons of the International Equity Portfolio and principal holders of International Equity shares, see "Control Persons and Principal Holders of Securities" in the International Trust SAI. Investment Advisory and Other Services - -------------------------------------- For additional information about the International Equity Portfolio's investment adviser and sub-advisers, custodian and independent auditors, see "The Advisers and Sub-Advisers" "The Manager and Shareholder Servicing Agent" and "Experts" in the International Trust SAI. Brokerage Allocation and Portfolio Turnover - ------------------------------------------- For additional information about the International Equity Portfolio's brokerage allocation practices and portfolio turnover rate, see "Portfolio Transactions" in the International Trust SAI. -3- Shares of Beneficial Interest - ----------------------------- For additional information about the voting rights and other characteristics of International Equity Portfolio shares, see "Description of Shares" and "Voting" in the International Trust SAI. Purchase, Redemption and Pricing of Shares - ------------------------------------------ For additional information about the purchase and redemption of the International Equity Portfolio's shares and the determination of net asset value, see "Purchase and Redemption of Shares" in the International Trust SAI. Tax Status - ---------- For additional information about tax matters affecting the International Equity Portfolio and its shareholders, see "Taxes" in the International Trust SAI. Distribution Agreement - ---------------------- For additional information about the International Equity Portfolio's distributor and the distribution agreement between the distributor and the International Trust on behalf of the International Equity Portfolio, see "Distribution" in the International Trust SAI. Performance Information - ----------------------- For additional information about the investment performance of the International Equity Portfolio, see "Performance" in the International Trust SAI. Financial Statements - -------------------- The financial statements of the International Equity Portfolio as of February 28, 1995 are contained in the International Trust SAI. ADDITIONAL INFORMATION ABOUT EUROPEAN EQUITY AND PACIFIC -------------------------------------------------------- BASIN EQUITY PORTFOLIOS ----------------------- General Information and History - ------------------------------- For additional general information about the European Equity and Pacific Basin Equity Portfolios and their history, see "Trust" in the International Trust SAI. Investment Objective and Policies - --------------------------------- For additional information about the European Equity and Pacific Basin Equity Portfolios' investment objectives and policies, see "Description of Permitted Investments," "Description of Ratings," "Investment Limitations" and "Non-Fundamental Policies" in the International Trust SAI. Management of the European Equity and Pacific Basin Equity Portfolios - --------------------------------------------------------------------- For additional information about the European Equity and Pacific Basin Equity Portfolios' Board of Trustees and officers, see "Trustees and Officers of the Trust" in the International Trust SAI. -4- Investment Advisory and Other Services - -------------------------------------- For additional information about the European Equity and Pacific Basin Equity Portfolios' investment adviser, sub-advisers, administrator, custodian and independent auditors, see "The Advisers and Sub-Advisers" "The Manager and Shareholder Servicing Agent" and "Experts" in the International Trust SAI. Brokerage Allocation and Portfolio Turnover - ------------------------------------------- For additional information about the European Equity and Pacific Basin Equity Portfolios' brokerage allocation practices and portfolio turnover rate, see "Portfolio Transactions" in the International Trust SAI. Purchase, Redemption and Pricing of Shares - ------------------------------------------ For additional information about the purchase and redemption of the European Equity and Pacific Basin Equity Portfolios shares and the determination of net asset value, see "Purchase and Redemption of Shares" in the International Trust SAI. Tax Status - ---------- For additional information about tax matters affecting the European Equity and Pacific Basin Equity Portfolios' and its shareholders, see "Taxes" in the International Trust SAI. Distribution Agreement - ---------------------- For additional information about European Equity and Pacific Basin Equity Portfolios distributor and the distribution agreement between the distributor and International Trust on behalf of the European Equity and Pacific Basin Equity Portfolios, see "Distribution" in the International Trust SAI. Performance Information - ----------------------- For additional information about the investment performance of the European Equity and Pacific Basin Equity Portfolios, see "Performance" in the International Trust SAI. Financial Statements - -------------------- The financial statements of the European Equity and Pacific Basin Equity Portfolios for the year ended February 28, 1995 are contained in the International Trust SAI. PRO FORMA COMBINED FINANCIAL STATEMENTS --------------------------------------- The pro forma financial statements which give effect to the acquisition of the assets of the European Equity and Pacific Basin Equity Portfolios by and in exchange for the Class A Shares of the International Equity Portfolio are attached hereto as Exhibit B. These financial statements have been presented as if the proposed Reorganization had taken place on August 31, 1995. -5- SEI INTERNATIONAL TRUST Manager and Shareholder Servicing Agent: SEI Financial Management Corporation Distributor: SEI Financial Services Company Investment Advisers and Sub-Advisers: SEI Financial Management Corporation 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 August 31, 1995. Prospectuses may be obtained through SEI Financial Services Company, 680 East Swedesford Road, Wayne, Pennsylvania 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-9 The Manager and Shareholder Servicing Agent....................... S-10 The Advisers and Sub-Advisers..................................... S-11 Distribution...................................................... S-12 Trustees and Officers of the Trust................................ S-14 Performance....................................................... S-16 Purchase and Redemption of Shares................................. S-17 Shareholder Services (Class D shares)............................. S-18 Taxes............................................................. S-20 Portfolio Transactions............................................ S-21 Description of Shares............................................. S-23 Limitation of Trustees' Liability................................. S-24 Voting............................................................ S-24 Shareholder Liability............................................. S-24 Control Persons and Principal Holders of Securities............... S-24 Experts........................................................... S-24 Financial Statements.............................................. S-25 June 28, 1995, as amended August 31, 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 (each a "Portfolio" and, together, the "Portfolios"), 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. 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. 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. S-2 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 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 S-3 Commercial paper rated A by Standard & Poor's Corporation ("S&P") is regarded by S&P as having the greatest capacity for timely payment. Issues rated A are further refined by use of the numbers 1+, 1 and 2, to indicate the relative degree of safety. Issues rated A-1+ are those with an "overwhelming degree" of credit protection. Those rated A-1, the highest rating category, reflect a "very strong" degree of safety regarding timely payment. Those rated A-2, the second highest rating category, reflect a "satisfactory" degree of safety regarding timely payment. Commercial paper issues rated Prime-1 or Prime-2 by Moody's Investors Service, Inc. ("Moody's") are judged by Moody's to be of the "superior" quality and "strong" quality, respectively, on the basis of relative repayment capacity. The rating Fitch-1 (Highest Grade) is the highest commercial rating assigned by Fitch Investors Services, Inc. ("Fitch"). Paper rated Fitch-1 is regarded as having the strongest degree of assurance for timely payment. The rating Fitch-2 (Very Good Grade) is the second highest commercial paper rating assigned by Fitch which reflects an assurance of timely payment only slightly less in degree than the strongest issues. The rating Duff-1 is the highest commercial paper rating assigned by Duff and Phelps, Inc. ("Duff"). Paper rated Duff-1 is regarded as having very high certainty of timely payment with excellent liquidity factors which are supported by ample asset protection. Risk factors are minor. Paper rated Duff-2 is regarded as having good certainty of timely payment, good access to capital markets and sound liquidity factors and company fundamentals. Risk factors are small. The designation A1, the highest rating category established by IBCA Limited ("IBCA") indicates that the obligation is supported by a very strong capacity for timely repayment. Those obligations rated A1+ are supported by the highest capacity for timely repayment are supported by a strong capacity for timely repayment, although such capacity may be susceptible to adverse changes in business, economic or financial conditions. 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 from 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). . 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 S-4 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. 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 S-5 lower of the bank's rating or Moody's sovereign rating for the bank deposits for the country in which the branch is located. When the currency in which an obligation is denominated is not the same as the currency of the country in which the obligation is domiciled, Moody's ratings do not incorporate an opinion as to whether payment of the obligation will be affected by the actions of the government controlling the currency of denomination. In addition, risk associated with bilateral conflicts between an investor's home country and either the issuer's home country or the country where an issuer branch is located are not incorporated into Moody's ratings. Moody's makes no representation that rated bank obligations or insurance company obligations are exempt from registration under the U.S. Securities Act of 1933 or issued in conformity with any other applicable law or regulation. Nor does Moody's represent that any specific bank or insurance company obligation is legally enforceable or is a valid senior obligation of a rated issuer. Moody's ratings are opinions, not recommendations to buy or sell, and their accuracy is not guaranteed. A rating should be weighed solely as one factor in an investment decision and you should make your own study and evaluation of any issuer whose securities or debt obligations you consider buying or selling. Bonds rated AAA by Fitch are judged by Fitch to be strictly high grade, broadly marketable, suitable for investment by trustees and fiduciary institutions liable to slight market fluctuation other than through changes in the money rate. The prime feature of an AAA bond is a showing of earnings several times or many times interest requirements, with such stability of applicable earnings that safety is beyond reasonable question whatever changes occur in conditions. Bonds rated AA by Fitch are judged by Fitch to be of safety virtually beyond question and are readily salable, whose merits are not unlike those of the AAA class, but whose margin of safety is less strikingly broad. The issue may be the obligation of a small company, strongly secured but influenced as to rating by the lesser financial power of the enterprise and more local type market. Bonds rated A are considered to be investment grade and of high credit quality. The obligor's ability to pay interest and repay principal is considered to be strong, but may be more vulnerable to adverse changes in economic conditions and circumstances than bonds with higher ratings. Bonds rated BBB are considered to be investment grade and of satisfactory credit quality. The obligor's ability to pay interest and repay principal is considered to be adequate. Adverse changes in economic conditions and circumstances, however, are more likely to have adverse impact on these bonds, and therefore impair timely payment. The likelihood that the ratings of these bonds will fall below investment grade is higher than for bonds with higher ratings. Bonds rated BB are considered speculative. The obligor's ability to pay interest and repay principal may be affected over time by adverse economic changes. However, business and financial alternatives can be identified which could assist the obligor in satisfying its debt service requirements. Bonds rated B are considered highly speculative. While bonds in this class are currently meeting debt service requirements, the probability of continued timely payment of principal and interest reflects the obligor's limited margin of safety and the need for reasonable business and economic activity throughout the life of the issue. Bonds rated Duff-1 are judged by Duff to be of the highest credit quality with negligible risk factors; only slightly more than U.S. Treasury debt. Bonds rated Duff-2, 3 and 4 are judged by Duff to be of high credit quality with strong protection factors. Risk is modest but may vary slightly from time to time because 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 S-6 prospective financial protection factors fluctuate according to industry conditions or company fortunes. Overall quality may move up or down frequently within this category. Bonds rated B+, B or B- are considered below investment grade and possessing risk that obligations will not be met when due. Financial protection factors will fluctuate widely according to economic cycles, industry conditions and/or company fortunes. Potential exists for frequent changes in the rating within this category or into a higher or lower rating grade. Obligations rated AAA by IBCA have the lowest expectation of investment risk. Capacity for timely repayment of principal and interest is substantial, such that adverse changes in business, economic or financial conditions are unlikely to increase investment risk significantly. Obligations for which there is a very low expectation of investment risk are rated AA by IBCA. Capacity for timely repayment of principal and interest is substantial. Adverse changes in business, economic or financial conditions may increase investment risk albeit not very significantly. Bonds rated A are obligations for which there is a low expectation of investment risk. Capacity for timely repayment of principal and interest is strong, although adverse changes in business, economic or financial conditions may lead to increased investment risk. Bonds rated BBB are obligations for which there is currently a low expectation of investment risk. Capacity for timely repayment of principal and interest is adequate, although adverse changes in business, economic or financial conditions are more likely to lead to increased investment risk than for obligations in other categories. Bonds rated BB are obligations for which there is a possibility of investment risk developing. Capacity for timely repayment of principal and interest exists, but is susceptible over time to adverse changes in business, economic or financial conditions. Bonds rated B are obligations for which investment risk exists. Timely repayment of principal and interest is not sufficiently protected against adverse changes in business, economic or financial conditions. Bonds rated AAA by Thomson BankWatch indicate that the ability to repay principal and interest on a timely basis is very high. Bonds rated AA indicate a superior ability to repay principal and interest on a timely basis, with limited incremental risk compared to issues rated in the highest category. Bonds rated A indicate the ability to repay principal and interest is strong. Issues rated A could be more vulnerable to adverse developments (both internal and external) than obligations with higher ratings. Bonds rated BBB indicate an acceptable capacity to repay principal and interest. Issues rated "BBB" are, however, more vulnerable to adverse developments (both internal and external) than obligations with higher ratings. While not investment grade, the BB rating suggests that the likelihood of default is considerably less than for lower-rated issues. However, there are significant uncertainties that could affect the ability to adequately service debt obligations. Issues rated B show a higher degree of uncertainty and therefore greater likelihood of default than higher-rated issues. Adverse developments could well negatively affect the payment of interest and principal on a timely basis. INVESTMENT LIMITATIONS The Core International Equity, European Equity, Pacific Basin Equity and Emerging Markets Equity Portfolios may not: 1. Make loans if, as a result, more than 33 1/3% of its total assets would be lent to other parties, except that each Portfolio may (i) purchase or hold debt instruments in accordance with its investment objective and policies; (ii) enter into repurchase agreements; and (iii) lend its securities. S-7 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 International Fixed Income Portfolio may not: 1. Pledge, mortgage or hypothecate assets except to secure temporary borrowings as described in the Prospectuses in aggregate amounts not to exceed 10% of the net assets of such Portfolio taken at current value at the time of the incurrence of such loan. 2. Make loans, except that the Portfolio may (i) purchase or hold debt securities in accordance with its investment objectives and policies; (ii) engage in securities lending as described in this Prospectus and in the Statement of Additional Information; and (iii) enter into repurchase agreements, provided that repurchase agreements and time deposits maturing in more than seven days, and other illiquid securities, including securities which are not readily marketable or are restricted, are not to exceed, in the aggregate, 10% of the total assets of the International Fixed Income Portfolio. 3. Invest in companies for the purpose of exercising control. 4. Acquire more than 10% of the voting securities of any one issuer. 5. Purchase or sell real estate, real estate limited partnership interests, commodities or commodities contracts. However, subject to its permitted investments, the Portfolio may purchase obligations issued by companies which invest in real estate, commodities or commodities contracts. 6. Make short sales of securities, maintain a short position or purchase securities on margin, except as described in the Prospectus and except that the Trust may obtain short-term credits as necessary for the clearance of security transactions. 7. Act as an underwriter of securities of other issuers except as it may be deemed an underwriter in selling a portfolio security. 8. Purchase securities of other investment companies except as permitted by the 1940 Act and the rules and regulations thereunder and may only purchase securities of money market funds. Under these rules and regulations, the Portfolio is prohibited from acquiring the securities of other investment companies if, as a result of such acquisition, the Portfolio owns more then 3% of the total voting stock of the company; securities issued by any one investment company represent more than 5% of the total Portfolio assets; or securities (other than treasury stock) issued by all investment companies represent more than 10% of the total assets of the Portfolio. A Portfolio's purchase of such investment company securities results in the bearing of expenses such that shareholders would indirectly bear a proportionate share of the operating expenses of such investment companies, including advisory fees. S-8 9. Issue senior securities (as defined in the 1940 Act) except in connection with permitted borrowing as described in the Prospectuses and this Statement of Additional Information or as permitted by rule, regulation or order of the SEC. 10. Purchase or retain securities of an issuer if, to the knowledge of the Trust, an officer, trustee, partner or director of the Trust or any investment adviser of the Trust owns beneficially more than 1/2 of 1% of the shares or securities of such issuer and all such officers, trustees, partners and directors owning more than 1/2 of 1% of such shares or securities together own more than 5% of such shares or securities. 11. Purchase securities of any company which has (with predecessors) a record of less than three years continuing operations if, as a result, more than 5% of the total assets (taken at current value) would be invested in such securities. 12. Invest in interests in oil, gas or other mineral exploration or development programs and oil, gas or mineral leases. 13. Purchase restricted securities (securities which must be registered under the Securities Act of 1933, as amended (the "1933 Act"), before they may be offered or sold to the public) or other illiquid securities except as described in the Prospectuses and this Statement of Additional Information. The foregoing percentages will apply at the time of the purchase of a security and shall not be violated unless an excess or deficiency occurs, immediately after or as a result of a purchase of such security. These investment limitations and the investment limitations in the Prospectuses are fundamental policies of the Trust and may not be changed without shareholder approval. NON-FUNDAMENTAL POLICIES The following investment limitations are non-fundamental policies of the Trust and may change without shareholder approval. The Core International Equity, European Equity, Pacific Basin Equity and Emerging Markets Equity Portfolios may not: 1. Pledge, mortgage or hypothecate assets except to secure borrowings permitted by the Portfolio's fundamental limitation on borrowing. 2. Invest in companies for the purpose of exercising control. 3. Purchase securities on margin or effect short sales, except that each Portfolio may (i) obtain short-term credits as necessary for the clearance of security transactions, (ii) provide initial and variation margin payments in connection with transactions involving futures contracts and options on such contracts, and (iii) make short sales "against the box" or in compliance with the SEC's position regarding the asset segregation requirements of Section 18 of the 1940 Act. 4. Purchase securities which 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. Securities exempted from registration upon resale by Rule 144A under the 1933 Act are not deemed to be restricted securities for purposes of this limitation. 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 S-9 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 without shareholder approval if the relevant state(s) changes or eliminates its policy regarding such investment restriction. As long as a Portfolio's shares are registered for sale in such states, it may not: 1. 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. 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. Invest more than 10% of its total assets in illiquid securities, including securities which are not readily marketable or are restricted. 4. Make short sales, except for short sales "against the box." 5. Invest more than 15% of its assets in restricted securities. For purposes of this limitation, securities exempt from registration under the 1993 Act, including Rule 144A securities, are considered to be restricted securities. THE MANAGER AND SHAREHOLDER SERVICING AGENT 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 S-10 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 $2,653 $ 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. THE ADVISERS AND SUB-ADVISERS Each Advisory and Sub-Advisory Agreement provides that each 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 each Advisory and Sub-Advisory Agreement must be specifically approved at least annually (i) by the vote of a majority of the outstanding shares of that Portfolio or by the Trustees, and (ii) by the vote of a majority of the Trustees who are not parties to such Advisory or Sub-Advisory Agreement or "interested S-11 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 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 S-12 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:
================================================================================================================================== Total Dist. Amount Expenses Paid to 3rd Total Dist. as Parties by Sales Printing Other Portfolio Class Expenses a % of net SFS for Expenses Costs Costs* assets Distributor Related Services - ---------------------------------------------------------------------------------------------------------------------------------- A $562,142 .12% $0 $562,142 $0 $0 ---------------------------------------------------------------------------------------------- Core International Equity 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 - ----------------------------------------------------------------------------------------------------------------------------------
S-13
================================================================================================================================== Total Dist. Amount Expenses Paid to 3rd Total Dist. as Parties by Sales Printing Other Portfolio Class Expenses a % of net SFS for Expenses Costs Costs* assets Distributor Related Services - ---------------------------------------------------------------------------------------------------------------------------------- Emerging Markets Equity Portfolio A $385 .11% $0 $385 $0 $0 - ---------------------------------------------------------------------------------------------------------------------------------- International Fixed Income A $39,602 .12% $0 $39,602 $0 $0 Portfolio ==================================================================================================================================
*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 Rust; 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. 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. S-14 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. TODD CIPPERMAN - Vice President, Assistant Secretary - SEI, the Administrator and the Distributor since 1995. Associate, Dewey Ballantine (law firm) 1994- 1995. Associate, Winston & Strawn (law firm) 1991-1994. 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., Partner, 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-15
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, Trustee* $4,145 $0 $0 $56,250 - ----------------------------------------------------------------------------------------------------------------------------------- Richard Blanchard, Trustee $4,145 $0 $0 $75,000 - ----------------------------------------------------------------------------------------------------------------------------------- F. Wendell Gooch, Trustee $4,145 $0 $0 $75,000 - ----------------------------------------------------------------------------------------------------------------------------------- Frank Morris, Trustee $4,145 $0 $0 $75,000 - ----------------------------------------------------------------------------------------------------------------------------------- James Storey, Trustee $4,145 $0 $0 $75,000 ===================================================================================================================================
* As of December 7, 1994, 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)% --------------------------------------------- D * * * * --------------------------------------------- Pacific Basin Equity Portfolio A * * * (15.00)% --------------------------------------------- D * * * * --------------------------------------------- Emerging Markets Equity A * * * * Portfolio ---------------------------------------------
S-16
================================================================================ Portfolio Class Average Annual Total Return ------------------------------------- One Five Ten Since Year Year Year Inception --------------------------------------------- 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) divided by 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 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. S-17 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. 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 S-18 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 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. S-19 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. 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. S-20 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 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. S-21 The money market securities in which a Portfolio invests are traded primarily in the over-the-counter market. Bonds and debentures are usually traded over-the- counter, but may be traded on an exchange. Where possible, each Adviser will deal directly with the dealers who make a market in the securities involved except in those circumstances where better prices and execution are available elsewhere. Such dealers usually are acting as principal for their own account. On occasion, securities may be purchased directly from the issuer. Money market securities are generally traded on a net basis and do not normally involve either brokerage commissions or transfer taxes. The cost of executing portfolio securities transactions of a Portfolio will primarily consist of dealer spreads and underwriting commissions. It is expected that the Portfolios may execute brokerage or other agency transactions through the Distributor, a registered broker-dealer, for a commission, in conformity with the 1940 Act, the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder. Under these provisions, the Distributor is permitted to receive and retain compensation for effecting portfolio transactions for a Portfolio on an exchange if a written contract is in effect between the Distributor and the Trust expressly permitting the Distributor to receive and retain such compensation. These provisions further require that commissions paid to the Distributor by the Trust for exchange transactions not exceed "usual and customary" brokerage commissions. The rules define "usual and customary" commissions to include amounts which are "reasonable and fair compared to the commission, fee or other renumeration received or to be received by other brokers in connection with comparable transactions involving similar securities being purchased or sold on a securities exchange during a comparable period of time." The Trustees, including those who are not "interested persons" of the Trust, have adopted procedures for evaluating the reasonableness of commissions paid to the Distributor and will review these procedures periodically. In addition, SFM has adopted a policy respecting the receipt of research and related products and services in connection with transactions effected for Portfolios operating within the "Manager of Managers" structure. Under this policy, SFM and the various firms that serve as sub-advisers to certain Portfolios of the Trust, in the exercise of joint investment discretion over the assets of a Portfolio, will direct a substantial portion of a Portfolio's brokerage to the Distributor in consideration of the Distributor's provision of research and related products to SFM for use in performing its advisory responsibilities. All such transactions directed to the Distributor must be accomplished in a manner that is consistent with the Trust's policy to achieve best net results, and must comply with the Trust's procedures regarding the execution of transactions through affiliated brokers.
+=================================================================================================================================== Total Brokerage Amount Paid to Amount Paid to Commission (000) Distributor(000) % Paid to 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 * * $157 * * $0 * * 0% * * $20 Portfolio - ------------------------------------------------------------------------------------------------------------------------------------ Emerging Markets Equity * * $26 * * $0 * * 0% * * $0 Portfolio - ------------------------------------------------------------------------------------------------------------------------------------ International Fixed Income * $0 $0 * $0 $0 * 0% 0% * * * Portfolio ====================================================================================================================================
*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. 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 S-23 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%. 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%. S-24 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 (1) 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, and (2) the unaudited financial statements for the period January 17, 1995 through May 17, 1995 for the Emerging Markets Equity Portfolio. 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. Schedule of Investments SEI International Trust May 17, 1995
Unaudited Market Value EMERGING MARKETS EQUITY PORTFOLIO Shares (000) - ------------------------------------------------------------------------------ Foreign Common Stock (86.0%) - ------------------------------------------------------------------------------ Argentina (4.9%) Central Costanera ............................ 34,200 $ 105 IRSA GDR* .................................... 1,700 41 IRSA* ........................................ 29,700 72 Perez Companc ................................ 73,916 341 Total Argentina ........................................... 559 Brazil (2.5%) Aracruz Celulose ADR ......................... 10,100 114 Telebras ADR ................................. 4,700 169 Total Brazil .............................................. 283 Chile (2.0%) AFP Provida ADR* ............................. 2,100 51 Chilgener ADR ................................ 3,600 103 Madeco ADR ................................... 1,300 36 Vina Concha Y Toro ADR ....................... 2,000 41 Total Chile ............................................... 231 China (0.3%) Huaneng Power ADR* ........................... 2,000 36 Total China ............................................... 36 Columbia (1.5%) Banco de Columbia GDS ........................ 25,800 175 Total Columbia ............................................ 175 Greece (2.1%) Aegek ........................................ 2,800 61 Aluminum of Greece* .......................... 1,600 67 Ergo Bank .................................... 670 31 Hellenic Bottling ............................ 2,725 78 Total Greece .............................................. 237 Hong Kong (2.9%) CDL Hotels International ..................... 116,000 55 Guang Dong Investment ........................ 76,000 38 Guangzhou Investment ......................... 130,000 23 HSBC Holdings ................................ 2,500 31 Johnson Electric Holdings .................... 13,000 29 MC Packaging ................................. 70,000 28 Shangri-La Asia .............................. 26,000 30 Sinocan Holdings ............................. 110,000 27 Siu-Fung Ceramics ............................ 160,000 25 Tian An China ................................ 142,000 22 Yue Yuen Industrial Holdings ................. 104,000 25 Total Hong Kong ........................................... 333
Schedule of Investments SEI International Trust May 17, 1995
Unaudited Market Value EMERGING MARKETS EQUITY PORTFOLIO Shares (000) - ------------------------------------------------------------------------------ India (2.7%) India Fund .............................. 4,400 $ 52 India Growth Fund ....................... 6,300 121 India Investment Fund ................... 9,500 105 Indian Hotels GDR* ...................... 1,800 31 Total India ............................................... 309 Indonesia (4.8%) Asia Pacific Resource ADR* .............. 4,400 36 Astra "F" ............................... 48,500 85 Bank Bali "F" ........................... 14,500 29 Bank International Indonesia ............ 11,000 31 Dankos Labs "F" ......................... 9,000 42 Indo-Rama "F" ........................... 15,000 46 Indonesian Satellite ADR* ............... 1,900 73 Indorayon "F" ........................... 27,000 62 Semen Gresik "F" ........................ 17,000 84 Tjiwi Kimia ............................. 10,000 18 United Tractors "F" ..................... 23,000 43 Total Indonesia ........................................... 549 Israel (0.9%) ECI Telecommunications ADR .............. 5,800 99 Total Israel .............................................. 99 Korea (1.6%) Kepco ADR* .............................. 2,050 47 Korea Equity Fund ....................... 3,400 29 Korea Fund .............................. 2,400 53 Korea Investment Fund ................... 4,600 56 Total Korea ............................................... 185 Malaysia (26.7%) Arab Malaysian .......................... 53,000 180 Arab Malaysian Finance .................. 23,000 79 Arab Malaysian Merchant Bank ............ 39,000 466 DCB Holdings ............................ 67,000 191 Genting Berhad .......................... 15,000 158 Hong Leong Credit ....................... 45,000 204 IJM Corp Berhad ......................... 77,000 290 Industrial Oxygen ....................... 116,000 150 Kian Joo Can Factory .................... 33,000 119 Leader Universal Holdings ............... 79,000 294 Resorts World Berhad .................... 44,000 263 Tanjong ................................. 31,000 101 Telekom Malaysia ........................ 10,000 72 United Engineers ........................ 161,000 518 Total Malaysia ............................................ 3,085
Schedule of Investments SEI International Trust May 17, 1995
Unaudited Market Value EMERGING MARKETS EQUITY PORTFOLIO Shares (000) - ------------------------------------------------------------------------------ Mexico (4.9%) Penoles* ................................ 95,000 $ 264 Telefonos de Mexico ADR ................. 9,700 301 Total Mexico .............................................. 565 Peru (2.8%) Banco de Credito Del Peru* .............. 63,200 137 Southern Peru Copper* ................... 22,600 100 Telefonos Peru "A"* ..................... 52,500 80 Total Peru ................................................ 317 Philippines (5.3%) Aboitiz Equity Ventures* ................ 315,600 63 Ayala "B" ............................... 24,800 38 Bacnotan Cement* ........................ 86,800 110 Benpres Holdings GDS* ................... 5,900 46 Keppel Phil "B" ......................... 87,000 46 La Tondena Distillers ................... 46,000 60 Manila Mining "B" ....................... 13,900,000 54 Petron .................................. 42,000 33 Philippine Long Distance ................ 620 44 Philippine Long Distance ADR ............ 1,650 115 Total Philippines ......................................... 609 Portugal (1.6%) Capital Portugal* ....................... 540 48 Cimpor Rights* .......................... 2,000 6 Empresa Fabril* ......................... 3,900 47 Sonae Investimentos ..................... 1,900 46 Soporcel* ............................... 1,550 43 Total Portugal ............................................ 190 Singapore (1.0%) United Overseas Bank .................... 10,800 110 Total Singapore ........................................... 110 South Africa (8.2%) Anglo American .......................... 3,580 197 Barlow .................................. 7,100 74 Iscor ................................... 121,800 153 Liberty Life ............................ 5,500 152 South African Breweries ................. 5,500 160 Standard Bank ........................... 5,570 211 Total South Africa ........................................ 947 South Korea (0.4%) Pohang Iron & Steel ADR ................. 1,600 48 Total South Korea ......................................... 48
Schedule of Investments SEI International Trust May 17, 1995
Unaudited Market Value EMERGING MARKETS EQUITY PORTFOLIO Shares (000) - ------------------------------------------------------------------------------ Taiwan (1.0%) Taiwan Equity Fund ...................... 5,200 $ 60 Taiwan(ROC)Fund* ........................ 5,100 58 Total Taiwan .............................................. 118 Thailand (3.9%) Ban Pu Coal ............................. 2,400 51 Bangkok Bank "F" ........................ 5,100 56 Electricity Generating* ................. 25,700 74 Land and House "F" ...................... 2,100 40 Regional Container "F" .................. 2,000 32 Siam Cement "F" ......................... 1,100 68 Thai Farmers Bank "F" ................... 8,100 74 United Communications ................... 1,900 28 Wongpaitoon Footwear "F"* ............... 17,000 27 Total Thailand ............................................ 450 Turkey (2.7%) Cimentas* ............................... 32,000 25 Ege Biracilik ........................... 63,000 70 KOC Holdings ............................ 40,000 35 Tat Konserve ............................ 48,600 94 Tofas-Turk Otomobil ..................... 100,600 83 Total Turkey .............................................. 307 Venezuela (1.3%) Quimica Y Minera ADR .................... 1,000 40 Sivensa ADR ............................. 71,100 112 Total Venezuela ........................................... 152 - ------------------------------------------------------------------------------ Total Foreign Common Stock (Cost $9,185[000]) ..................................... 9,894 - ------------------------------------------------------------------------------ Foreign Preferred Stocks (9.2%) - ------------------------------------------------------------------------------ Brazil (9.2%) Cie Vale Do Rio Doce .................... 844,000 155 Cimento Itau* ........................... 170,000 60 Copene Petroquimica Nord "A" ............ 44,000 36 Coteminas ............................... 140,000 48 Eletrobras "B" .......................... 915,000 279 Gradiente Electronics "A" ............... 207,000 28 Lojas Renner ............................ 2,100,000 38 Petrobras ............................... 1,150,000 114 Petrobras Distribuidora ................. 1,530,000 57 Randon Participacoes .................... 23,000,000 34 Sadia Concordia* ........................ 40,000 43
Schedule of Investments SEI International Trust May 17, 1995
Unaudited Market Value EMERGING MARKETS EQUITY PORTFOLIO Shares (000) - ------------------------------------------------------------------------------ Usiminas Gerais ......................... 137,000,000 $ 173 Total Brazil .............................................. 1,065 - ------------------------------------------------------------------------------ Total Foreign Preferred Stocks (Cost $935[000]) ....................................... 1,065 - ------------------------------------------------------------------------------ Face Market Amount Value (000) (000) - ------------------------------------------------------------------------------ Convertible Bonds (0.9%) - ------------------------------------------------------------------------------ South Africa (0.6%) Barlow 7.000%, 09/20/04 .................... $ 65 78 Total South Africa ........................................ 78 Thailand (0.3%) Bangkok Bank 3.250%, 03/03/04 .................... 30 30 Total Thailand ............................................ 30 - ------------------------------------------------------------------------------ Total Convertible Bonds (Cost $105[000]) ....................................... 108 - ------------------------------------------------------------------------------ Repurchase Agreement (14.0%) - ------------------------------------------------------------------------------ State Street Bank 5.00%, dated 5/17/95, matures 5/18/95, repurchase price $1,618,000 (collateralized by U.S. Treasury Note, par value $1,570,000, 9.25%, matures 1/15/96: market value $1,648,000) ..... 1,618 1,618 - ------------------------------------------------------------------------------ Total Repurchase Agreement (Cost $1,618[000]) ..................................... 1,618 - ------------------------------------------------------------------------------ Total Investments (110.1% of Net Assets) (Cost $11,843[000]) .................................... $ 12,685 - ------------------------------------------------------------------------------
* Non-income producing security ADR - American Depository Receipt GDR - Global Depository Receipt GDS - Global Depository Share Schedule of Investements SEI International Trust May 17, 1995
Unaudited Face Market Amount Value EMERGING MARKETS EQUITY PORTFOLIO (000) (000) - --------------------------------------------------------------------------------
The accompanying notes are an integral part of the financial statements. Emerging Markets Equity Portfolio SEI International Trust Statement of Assets and Liabilities (000) Unaudited May 17, 1995 Assets: Investments securities (Cost $11,843) $ 12,685 Investment securities sold 543 Capital shares sold 211 Other assets 22 ------------- Total Assets 13,461 ------------- Liabilities: Investment securities purchased 1,911 Other liabilities 31 ------------- Total Liabilities 1,942 ------------- Net Assets $ 11,519 ============= Net Assets: Portfolio shares of Class A (unlimited authorization - no par value) based on 1,036,755 outstanding shares of beneficial interest 10,593 Accumulated net realized gain on investments 90 Accumulated net realized loss on foreign currency transactions (28) Net unrealized depreciation on forward foreign currency contracts, foreign currencies and translation of other assets and liabilities denominated in foreign currencies (2) Net unrealized appreciation on investments 842 Undistributed net investment income 24 ------------- Net Assets $ 11,519 ============= Net asset value, offering and redemption price per share - Class A $ 11.11 =============
The accompanying notes are an integral part of the financial statements. Emerging Markets Equity Portfolio SEI International Trust Statement of Operations (000) Unaudited
January 17, 1995* Through May 17, 1995 ---------------- Investment Income: Dividends $ 27 Interest 41 Less: Foreign taxes withheld (4) ---------------- Total Investment Income 64 ---------------- Expenses: Management Fees 13 Less management fees waived (13) Reimbursement by manager (15) Investment advisory fees 22 Custodian / wire agent fee 18 Professional fees 1 Registration & filing fees 4 Pricing fees 5 Distribution fees 3 Miscellaneous fees 2 ---------------- Total Expenses 40 ---------------- Net Investment Income 24 ---------------- Realized and Unrealized Gain (Loss) on Investments and Foreign Currency Transactions: Net realized gain from security transactions 90 Net realized loss on forward foreign currency contracts and foreign currency transactions (28) Net change in unrealized depreciation on forward foreign currency contracts, foreign currencies and translation of other assets and liabilities denominated in foreign currencies (2) Net change in unrealized appreciation on investments 842 ---------------- Net Increase in Net Assets from Operations $ 926 ================
* Commencement of operations The accompanying notes are an integral part of the financial statements. Emerging Markets Equity Portfolio SEI International Trust Statement of Changes in Net Assets (000) Unaudited
January 17, 1995* Through May 17, 1995 ----------------- Operations: Net investment income $ 24 Net realized gain from security transactions 90 Net realized loss on forward foreign currency contracts and foreign currency transactions (28) Net change in unrealized depreciation on forward foreign currency contracts, foreign currencies and translation of other assets and liabilities denominated in foreign currencies (2) Net change in unrealized appreciation on investments 842 --------- Net increase in net assets from operations 926 --------- Capital Shares Transactions: Class A: Proceeds from shares issued 10,777 Shares issued in lieu of cash distributions - Cost of shares repurchased (184) --------- Increase in Net Assets Derived from Capital Share Transactions 10,593 --------- Total increase in net assets 11,519 Net Assets: Beginning of period - --------- End of period $ 11,519 ========= Capital Share Transactions: Class A: Shares issued 1,054 Shares issued in lieu of cash distributions - Shares repurchased (17) --------- Net increase in capital shares 1,037 =========
* Commencement of operations The accompanying notes are an integral part of the financial statements. Emerging Markets Equity Portfolio SEI International Trust Financial Highlights Unaudited For the period January 17, 1995 through May 17, 1995
For a Share Outstanding Throughout each Period Net Asset Distributions Distributions Value Net Net Realized from Net from Net Asset Beginning Investment and Unrealized Investment Realized Capital Value End Total of Period Income Gain Income Gains of Period Return - ----------------------------------------------------------------------------------------------------------------------------- Emerging Markets Equity Portfolio - --------------------------------- Class A 1995* $10.00 $0.02 $1.09 - - $11.11 11.10% Ratio of Ratio of Net Investment Ratio of Expenses Income(Loss) Ratio of Net Investment to Average to Average Net Assets Expenses Income Net Assets Net Assets Portfolio End of to Average to Average (Excluding (Excluding Turnover Period(000) Net Assets Net Assets Waivers) Waivers) Rate - ---------------------------------------------------------------------------------------------------------------- Emerging Markets Equity Portfolio - --------------------------------- Class A 1995* $ 11,519 1.95% 1.17% 3.30% (0.18)% 60%
* Shares were offered beginning January 17, 1995. All ratios for that period have been annualized. The accompanying notes are an integral part of the financial statements. Emerging Markets Equity Portfolio SEI International Trust Notes to Financial Statements Unaudited May 17, 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 International 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"). These financial statements relate to the Emerging Markets Equity Portfolio (the "Portfolio") which commenced operations on January 17, 1995. The following is a summary of significant accounting policies followed by the Portfolio. Security Valuation - Investment securities which are listed on a securities exchange for which market quotations are readily available are valued by an independent pricing service 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 approximates market value. Net Asset Value Per Share - The net asset value per share of the 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 agreements are held by the custodian bank until maturity of the repurchase agreements. Provisions of the repurchase agreements and procedures adopted by the Trust require that the market value of the collateral, including accrued interest thereon, is sufficient in the event of default by the counterparty. The Portfolio may also invest in tri-party repurchase agreements. Securities held as collateral for tri-party repurchase agreements are maintained in a segregate 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 by the counterparty of the Portfolio. 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 Portfolio are maintained in U.S. dollars. Foreign currency amounts are translated into U.S. dollars on the following basis: (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 transactions. The Portfolio does 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 equity securities. The Portfolio reports gains and losses on foreign currency related transactions as realized and unrealized gains and losses for financial reporting purposes, whereas such gains and losses are treated as ordinary income or loss for Federal income tax purposes. Emerging Markets Equity Portfolio SEI International Trust Notes to Financial Statements (Continued) Unaudited May 17, 1995 Other - Security transactions are accounted for on the trade date of the security purchase or sale. Costs used in determining net realized capital gains and losses on the sale of investments securities are those of the specific securities sold. Purchase discounts and premiums on securities held by the Portfolio are accreted and amortized to maturity using the scientific interest method, which approximates the effective interest method. Distributions from net investment income and any net realized capital gains are generally made to Shareholders annually. Dividend income is recognized on the ex-dividend date and interest income is recognized using the accrual method. Federal Income Taxes - It is the intention of the Portfolio to qualify as a regulated investment company for Federal income tax purposes and to distribute all of its taxable income and net capital gains. Accordingly, no provision for Federal income taxes is required in the accompanying statements. 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 the Fund for an annual fee equal to .65% of the daily net assets of the Portfolio. The manager has agreed to waive all or a portion of its fees in order to limit the operating expenses of the Portfolio to 1.95% of its average daily net assets. SEI Financial Management Corporation (SFM), the advisor for the Portfolio, is a party to an investment advisory agreement dated December 16, 1994. Under the Investment Advisory Agreement, SFM receives an annual fee of 1.05% of the daily net assets of the Portfolio. Pursuant to a Sub-Advisory Agreement with SFM, Montgomery Asset Management, L.P. serves as Sub-Advisor to the Portfolio. SEI Financial Service Company (the "Distributor"), a wholly owned subsidiary of the 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 distributions. Such expenses may not exceed .30% of the daily average net assets of the 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. Certain Officers and/or Trustees of the Trust are also Officers and/or Directors of the Manager. Compensation of Officers and affiliated Trustees is paid by the manager. 4. Organization Costs: Organizational costs have been capitalized by the Portfolio and are being amortized using the straight line method over sixty months commencing with operations. In the event any of the initial shares of the Portfolio acquired by the Manager are redeemed during the period that the Portfolio is amortizing its organizational costs, the redemption proceeds payable to the Manager by the Portfolio will be reduced by an amount equal to a pro rata portion of the unamortized organizational costs. Emerging Markets Equity Portfolio SEI International Trust Notes to Financial Statements (Concluded) Unaudited May 17, 1995 5. 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 May 17, 1995, were as follows:
Purchases Sales (000) (000) ----- ----- Emerging Markets Equity Portfolio $ 13,612 $ 3,478
For Federal income tax purposes, the cost of securities owned at May 17, 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 depreciation at May 17, 1995 for the Portfolio is as follows:
Net Appreciated Depreciated Unrealized Securities Securities Appreciation (000) (000) (000) ---------- ----------- ------------ Emerging Markets Equity Portfolio $ 917 $( 75) $ 842
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PRO-FORMA SCHEDULE OF INVESTMENTS AUGUST 31, 1995 (UNAUDITED) SHARES/PAR - ------------------------------------------------- ------------------------------------------------------------------------- International European Pacific Basin Pro-Forma Country Security Description Equity Equity Equity Combined - ------------------------------------------------- ------------------------------------------------------------------------- Australia ADVANCE BANK AUSTRALIA 66,600 0 0 66,600 AMCOR 0 0 18,000 18,000 AUSTRALIA & NEW ZEALAND BANK 531,827 0 36,000 567,827 AUSTRALIAN NATIONAL INDUSTRIES 1,128,000 0 0 1,128,000 BORAL 450,000 0 0 450,000 BRAMBLES INDUSTRIES 121,000 0 0 121,000 BROKEN HILL PROPRIETARY 47,360 0 37,900 85,260 CRA 0 0 23,000 23,000 LEND LEASE 0 0 8,000 8,000 MAYNE NICKLESS 0 0 60,000 60,000 MIM HOLDINGS 0 0 135,000 135,000 NATIONAL AUSTRALIA BANK 350,272 0 0 350,272 NEWSCORP 0 0 32,000 32,000 NORMANDY MINING 0 0 64,000 64,000 OIL SEARCH 0 0 175,000 175,000 PIONEER INTERNATIONAL 761,900 0 0 761,900 QUANTAS AIRWAYS 0 0 41,000 41,000 TABCORP 0 0 80,000 80,000 TNT 0 0 190,000 190,000 WESTPAC BANKING 650,007 0 54,000 704,007 WMC 0 0 63,125 63,125 WOODSIDE PETROLEUM 0 0 17,000 17,000 Austria VA TECHNOLOGIE 0 2,020 0 2,020 Belgium ARBED 2,600 2,600 ELECTRABEL 10,600 0 0 10,600 KREDIETBANK 5,600 0 0 5,600 SOLVAY 1,500 0 0 1,500 TRACTEBEL 3,000 0 0 3,000 Canada BANK OF MONTREAL 54,500 0 0 54,500 BANK OF NOVA SCOTIA 86,900 0 0 86,900 CANADIAN IMPERIAL BANK 71,200 0 0 71,200 OSHAWA GROUP "A" 15,300 0 0 15,300 ROYAL BANK OF CANADA 43,200 0 0 43,200 SEAGRAM CORPORATION 30,200 0 0 30,200 Denmark DEN DANSKE BANK DKK 100 0 8,830 0 8,830 Finland ENSO-GUTZEIT "A" 47,600 0 0 47,600 NOKIA AB 'A' 0 1,520 0 17,520 NOKIA AB 'K' 0 4,000 0 4,000 France ALCATEL ALSTHOM 26,900 0 0 26,900 MARKET VALUE - ------------------------------------------------- ------------------------------------------------------------------------ International European Pacific Basin Pro-Forma Country Security Description Equity Equity Equity Combined - ------------------------------------------------- ------------------------------------------------------------------------ Australia ADVANCE BANK AUSTRALIA $466,525 $0 $0 $466,525 AMCOR 0 0 140,158 140,158 AUSTRALIA & NEW ZEALAND BANK 2,158,487 0 146,110 2,304,597 AUSTRALIAN NATIONAL INDUSTRIE 991,928 0 0 991,928 BORAL 1,143,179 0 0 1,143,179 BRAMBLES INDUSTRIES 1,216,821 0 0 1,216,821 BROKEN HILL PROPRIETARY 686,996 0 549,771 1,236,767 CRA 0 0 368,207 368,207 LEND LEASE 0 0 114,123 114,123 MAYNE NICKLESS 0 0 287,711 287,711 MIM HOLDINGS 0 0 192,785 192,785 NATIONAL AUSTRALIA BANK 3,006,468 0 0 3,006,468 NEWSCORP 0 0 183,750 183,750 NORMANDY MINING 0 0 84,179 84,179 OIL SEARCH 0 0 156,520 156,520 PIONEER INTERNATIONAL 1,981,341 0 0 1,981,341 QUANTAS AIRWAYS 0 0 66,870 66,870 TABCORP 0 0 197,219 197,219 TNT 0 0 258,474 258,474 WESTPAC BANKING 2,442,717 0 202,931 2,645,648 WMC 0 0 424,154 424,154 WOODSIDE PETROLEUM 0 0 79,346 79,346 ------------------------------------------------------------------------ 14,094,462 0 3,452,308 17,546,770 Austria VA TECHNOLOGIE 0 223,096 0 223,096 ------------------------------------------------------------------------ Belgium ARBED 353,366 0 353,366 ELECTRABEL 2,238,274 0 0 2,238,274 KREDIETBANK 1,260,450 0 0 1,260,450 SOLVAY 785,627 0 0 785,627 TRACTEBEL 1,039,215 0 0 1,039,215 ------------------------------------------------------------------------ 5,323,566 353,366 0 5,676,932 Canada BANK OF MONTREAL 1,197,579 0 0 1,197,579 BANK OF NOVA SCOTIA 1,893,352 0 0 1,893,352 CANADIAN IMPERIAL BANK 1,750,168 0 0 1,750,168 OSHAWA GROUP "A" 243,603 0 0 243,603 ROYAL BANK OF CANADA 961,341 0 0 961,341 SEAGRAM CORPORATION 1,113,520 0 0 1,113,520 ------------------------------------------------------------------------ 7,159,563 0 0 7,159,563 Denmark DEN DANSKE BANK DKK 100 0 569,277 0 569,277 ------------------------------------------------------------------------ Finland ENSO-GUTZEIT "A" 408,453 0 0 408,453 NOKIA AB 'A' 0 799,233 0 799,233 NOKIA AB 'K' 0 276,599 0 276,599 ------------------------------------------------------------------------ 408,453 1,075,832 0 1,484,285 France ALCATEL ALSTHOM 2,698,265 0 0 2,698,265
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PRO-FORMA SCHEDULE OF INVESTMENTS AUGUST 31, 1995 (UNAUDITED) SHARES/PAR - ----------------------------------------------- -------------------------------------------------------------------------------- International European Pacific Basin Pro-forma Country Security Description Equity Equity Equity Combined - ----------------------------------------------- -------------------------------------------------------------------------------- BERTRAND FAURE 18,250 0 0 18,250 C.G.I.P. 6,250 0 0 6,250 CAP GEMINI SOGETI 30,000 0 0 30,000 CARNAUD METAL BOX 25,700 0 0 25,700 CARREFOUR 0 1,540 0 1,540 CASTORAMA 0 4,000 0 4,000 CETELEM 0 5,244 0 5,244 CHRISTIAN DIOR 24,300 0 0 24,300 CIE DE SAINT GOBAIN 26,121 4,300 0 30,421 COLAS 3,000 0 0 3,000 CREDIT LOCAL DE FRANCE 0 5,120 0 5,120 DE DIETRICH ET COMPAGNIE 750 0 0 750 EAUX GENERALE 17,730 6,505 0 24,235 ECCO 10,800 0 0 10,800 EIFFAGE SA 1,500 0 0 1,500 ELF AQUITAINE 56,991 7,222 0 64,213 ERIDANIA BEGHIN SAY 8,800 0 0 8,800 GALERIES LAFAYETE 0 500 0 500 LAFARGE 31,515 0 0 31,515 LVMH MOET HENNESY 2,400 3,670 0 6,070 MICHELIN 'B' 24,000 0 0 24,000 NAVIGATION MIXTE 1,600 0 0 1,600 POLIET 6,150 0 0 6,150 SAINT LOUIS 5,250 0 0 5,250 SANOFI 0 10,000 0 10,000 SEITA 0 6,000 0 6,000 SOCIETE GENERALE 0 5,301 0 5,301 SOMMER ALLIBERT 2,900 0 0 2,900 TOTAL 'B' 37,637 0 0 37,637 Germany BASF 16,400 1,200 0 17,600 BAYER 11,017 1,000 0 12,017 BEIERSDORF 0 417 0 417 DEGUSSA 3,300 0 3,300 DEUTSCHE PFANDBRIEF & HYPOTHEKENBANK 0 6,000 0 6,000 GEHE AG 0 900 0 900 HOCHTIEF 2,100 0 0 2,100 HOECHST 7,350 0 0 7,350 JUNGHEINRICH PFD 0 2,600 0 2,600 KARSTADT 2,750 0 0 2,750 MAN 4,600 0 0 4,600 MANNESMANN 1,300 0 0 1,300 RHOEN KLINIKUM PFD 0 460 0 460 SAP PFD 0 5,950 0 5,950 VEBA 0 13,500 0 13,500 WELLA 0 890 0 890 Hong Kong CHEN HSONG 0 0 230,000 230,000 AUGUST 31, 1995 (UNAUDITED) MARKET VALUE - ----------------------------------------------- -------------------------------------------------------------------------------- International European Pacific Basin Pro-forma Country Security Description Equity Equity Equity Combined - ----------------------------------------------- -------------------------------------------------------------------------------- BERTRAND FAURE 701,854 0 0 701,854 C.G.I.P. 1,340,569 0 0 1,340,569 CAP GEMINI SOGETI 762,415 0 0 762,415 CARNAUD METAL BOX 1,092,804 0 0 1,092,804 CARREFOUR 0 859,982 0 859,982 CASTORAMA 0 633,561 0 633,561 CETELEM 0 812,927 0 812,927 CHRISTIAN DIOR 2,143,622 0 0 2,143,622 CIE DE SAINT GOBAIN 3,319,172 546,397 0 3,865,569 COLAS 561,404 0 0 561,404 CREDIT LOCAL DE FRANCE 0 433,391 0 433,391 DE DIETRICH ET COMPAGNIE 364,258 0 0 364,258 EAUX GENERALE 1,876,860 688,605 0 2,565,465 ECCO 1,744,871 0 0 1,744,871 EIFFAGE SA 230,746 0 0 230,746 ELF AQUITAINE 4,174,482 528,998 0 4,703,480 ERIDANIA BEGHIN SAY 1,301,378 0 0 1,301,378 GALERIES LAFAYETE 0 163,148 0 163,148 LAFARGE 2,355,269 0 0 2,355,269 LVMH MOET HENNESY 431,995 660,593 0 1,092,588 MICHELIN 'B' 1,041,927 0 0 1,041,927 NAVIGATION MIXTE 263,257 0 0 263,257 POLIET 531,549 0 0 531,549 SAINT LOUIS 1,551,740 0 0 1,551,740 SANOFI 0 618,297 0 618,297 SEITA 0 212,429 0 212,429 SOCIETE GENERALE 0 553,797 0 553,797 SOMMER ALLIBERT 987,075 0 0 987,075 TOTAL 'B' 2,211,440 0 0 2,211,440 -------------------------------------------------------------------------------- 31,686,952 6,712,125 0 38,399,077 Germany BASF 3,672,026 269,000 0 3,941,026 BAYER 2,849,082 259,000 0 3,108,082 BEIERSDORF 0 315,302 0 315,302 DEGUSSA 1,061,976 0 0 1,061,976 DEUTSCHE PFANDBRIEF & HYPOTHEKENBANK 0 255,676 0 255,676 GEHE AG 0 407,445 0 407,445 HOCHTIEF 1,046,635 0 0 1,046,635 HOECHST 1,765,463 0 0 1,765,463 JUNGHEINRICH PFD 0 579,669 0 579,669 KARSTADT 1,223,410 0 0 1,223,410 MAN 1,282,744 0 0 1,282,744 MANNESMANN 410,111 0 0 410,111 RHOEN KLINIKUM PFD 0 423,086 0 423,086 SAP PFD 0 881,527 0 881,527 VEBA 0 516,363 0 516,363 WELLA 0 688,723 0 688,723 -------------------------------------------------------------------------------- 13,311,447 4,595,791 0 17,907,238 Hong Kong CHEN HSONG 0 0 163,426 163,426
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PRO-FORMA SCHEDULE OF INVESTMENTS AUGUST 31, 1995 (UNAUDITED) SHARES/PAR - ---------------------------------------------------- ---------------------------------------------------------------------------- International European Pacific Basin Pro-Forma Country Security Description Equity Equity Equity Combined - ---------------------------------------------------- ---------------------------------------------------------------------------- CHEUNG KONG 0 0 78,000 78,000 CITIC PACIFIC 0 0 80,000 80,000 ESPRIT ASIA 1,092,000 0 0 1,092,000 GIORDANO 0 0 196,000 196,000 HONG KONG & SHANGHAI HOTELS 0 0 48,000 48,000 HONG KONG ELECTRIC HOLDINGS 0 0 125,000 125,000 HONG KONG TELECOMMUNICATIONS 0 0 212,800 212,800 HSBC HOLDINGS 253,200 0 42,290 295,490 HUTCHISON WHAMPOA 0 0 174,000 174,000 KUMAGAI GUMI 1,005,000 0 0 1,005,000 NEW WORLD DEVELOPMENT 184,000 0 62,000 246,000 REGAL HOTELS INTERNATIONAL 3,190,000 0 0 3,190,000 SINO HOTELS HOLDINGS 488,500 0 0 488,500 SINO LAND CO. 958,000 0 0 958,000 SUN HUNG KAI PROPERTIES 0 0 60,200 60,200 SWIRE PACIFIC 'A' 0 0 67,000 67,000 WHARF HOLDINGS 0 0 91,000 91,000 Italy ALLEANZA ASSICURAZIONI 0 272 0 272 FIAT PREF 482,000 0 0 482,000 FIDIS 282,600 0 0 282,600 MONDADORI 140,000 0 0 140,000 SAI DI RISP 101,000 0 0 101,000 TELECOM ITALIA 0 190,000 0 190,000 TELECOM ITALIA MOBILE DI RISP 241,700 0 0 241,700 TELECOM ITALIA MOBILE SPA 0 520,000 0 520,000 TELECOM ITALIA-DI RISP 241,700 0 0 241,700 Japan ADVANTEST 37,000 0 0 37,000 AMADA 0 0 59,000 59,000 ASATSU INC 0 0 6,000 6,000 BRIDGESTONE 0 0 81,000 81,000 BUNKA SHUTTER 45,000 0 0 45,000 CANON 0 0 23,000 23,000 CANON SALES 0 0 4,000 4,000 CATENA 22,000 0 0 22,000 CENTRAL GLASS 60,000 0 0 60,000 CHAIN STORE OKUWA 0 0 13,000 13,000 CHIBA KOGYO BANK 1,100 0 0 1,100 CHIYODA 141,000 0 0 141,000 CHUBU ELECTRIC POWER 36,000 0 0 36,000 CITIZEN WATCH 122,000 0 0 122,000 COSMO OIL 103,000 0 0 103,000 CREDIT SAISON 0 0 11,000 11,000 DAI NIPPON INK & CHEMICAL 268,000 0 0 268,000 DAI NIPPON PRINTING 150,000 0 0 160,000 DAI TOKYO FIRE & MARINE INSURANCE 4,000 0 45,000 49,000 DAIDO STEEL 278,000 0 0 278,000 AUGUST 31, 1995 (UNAUDITED) MARKET VALUE - ---------------------------------------------------- ---------------------------------------------------------------------------- International European Pacific Basin Pro-Forma Country Security Description Equity Equity Equity Combined - ---------------------------------------------------- ---------------------------------------------------------------------------- CHEUNG KONG 0 0 386,952 386,952 CITIC PACIFIC 0 0 227,892 227,892 ESPRIT ASIA 423,228 0 0 423,228 GIORDANO 0 0 160,791 160,791 HONG KONG & SHANGHAI HOTELS 0 0 58,601 58,601 HONG KONG ELECTRIC HOLDINGS 0 0 433,596 433,596 HONG KONG TELECOMMUNICATIONS 0 0 384,885 384,885 HSBC HOLDINGS 3,401,951 0 568,201 3,970,152 HUTCHISON WHAMPOA 0 0 838,473 838,473 KUMAGAI GUMI 779,019 0 0 779,019 NEW WORLD DEVELOPMENT 670,344 0 225,877 896,221 REGAL HOTELS INTERNATIONAL 576,965 0 0 576,965 SINO HOTELS HOLDINGS 112,966 0 0 112,966 SINO LAND CO. 668,329 0 0 668,329 SUN HUNG KAI PROPERTIES 0 0 437,472 437,472 SWIRE PACIFIC 'A' 0 0 502,035 502,035 WHARF HOLDINGS 0 0 261,579 261,579 ---------------------------------------------------------------------------- 6,632,802 0 4,649,780 11,282,582 Italy ALLEANZA ASSICURAZIONI 0 221 0 221 FIAT PREF 1,087,497 0 0 1,087,497 FIDIS 619,340 0 0 619,340 MONDADORI 904,950 0 0 904,950 SAI DI RISP 491,197 0 0 491,197 TELECOM ITALIA 0 305,282 0 305,282 TELECOM ITALIA MOBILE DI RISP 242,087 0 0 242,087 TELECOM ITALIA MOBILE SPA 0 786,683 0 766,683 TELECOM ITALIA-DI RISP 310,978 0 0 310,978 ---------------------------------------------------------------------------- 3,656,049 1,072,186 0 4,728,235 Japan ADVANTEST 2,127,917 0 0 2,127,917 AMADA 0 0 615,841 615,841 ASATSU INC 0 0 219,812 219,812 BRIDGESTONE 0 0 1,193,614 1,193,614 BUNKA SHUTTER 256,498 0 0 256,498 CANON 0 0 416,598 416,598 CANON SALES 0 0 106,836 106,836 CATENA 353,459 0 0 353,459 CENTRAL GLASS 205,690 0 0 205,690 CHAIN STORE OKUWA 0 0 203,541 203,541 CHIBA KOGYO BANK 43,788 0 0 43,788 CHIYODA 1,471,756 0 0 1,471,756 CHUBU ELECTRIC POWER 839,951 0 0 839,951 CITIZEN WATCH 932,603 0 0 932,603 COSMO OIL 537,556 0 0 537,556 CREDIT SAISON 0 0 230,761 230,761 DAI NIPPON INK & CHEMICAL 1,190,258 0 0 1,190,258 DAI NIPPON PRINTING 2,379,247 0 0 2,379,247 DAI TOKYO FIRE & MARINE INSURANCE 26,607 0 299,325 325,932 DAIDO STEEL 1,408,207 0 0 1,408,207
PRO-FORMA SCHEDULE OF INVESTMENTS AUGUST 31,1995 (UNAUDITED) SHARES/PAR - ------------------------------------- -------------------------------------------------------------------------------------- Country Security Description International European Pacific Basin Pro-Forma Equity Equity Equity Combined - ------------------------------------- -------------------------------------------------------------------------------------- DAIHATSU MOTOR 448,000 0 0 448,000 DAIKYO 222,000 0 0 222,000 DAITO TRUST CONSTRUCTION 132,000 0 0 132,000 DAIWA BANK 40,000 0 0 40,000 DAIWA SECURITIES 177,000 0 30,000 207,000 DDI 0 0 12 12 DDI 0 0 42 42 DENNY'S JAPAN 0 0 8,000 8,000 EAST JAPAN RAILWAY 0 0 128 128 EZAKI GLICO 48,000 0 0 48,000 FAMILYMART 0 0 5,000 6,000 FUJI PHOTO FILM 96,000 0 25,000 121,000 FUJITA 108,000 0 0 108,000 FUJITSU 412,000 0 0 412,000 GLORY 0 0 10,000 10,000 HANKYU REALTY 36,000 0 0 36,000 HEIWA CORP 0 0 5,000 5,000 HINO MOTORS 45,000 0 0 45,000 HIROSE ELECTRIC 0 0 8,000 8,000 HITACHI 447,000 0 142,000 589,000 HITACHI MAXELL 34,000 0 0 34,000 HOKKAIDO TAKUSHOKU BANK 407,000 0 0 407,000 HONDA MOTOR 121,000 0 0 121,000 HYAKUGO BANK 93,000 0 0 93,000 INNOTECH 0 0 4,000 4,000 ITO YOKADO 0 0 27,000 27,000 JACCS 40,000 0 0 40,000 JAPAN AIRPORT TERMINAL 0 0 18,000 18,000 JAPAN ASSOCIATED FINANCE 0 0 2,000 2,000 JAPAN STEEL WORKS 186,000 0 0 186,000 JOSHIN DENKI 81,000 0 0 81,000 KAGOSHIMA BANK 116,000 0 0 116,000 KAHMA 0 0 10,400 10,400 KANKAKU SECURITIES 61,000 0 0 61,000 KEYENCE 0 0 2,000 2,000 KIRIN BREWERY 188,000 0 0 188,000 KISHU PAPER 97,000 0 0 97,000 KOA FIRE & MARINE INSURANCE 0 0 31,000 31,000 KOBE STEEL 0 0 45,000 45,000 KOITO INDUSTRIES 0 0 5,000 6,000 KURARAY 0 0 53,000 63,000 KYUSHU ELECTRIC POWER 33,000 0 0 33,000 LONG TERM CREDIT BANK JAPAN 241,000 0 0 241,000 MABUCHI MOTOR 0 0 4,000 4,000 MAKITA 0 0 28,000 28,000 MATSUSHITA ELECTRIC 261,000 0 95,000 366,000 MAZDA MOTOR CORP 292,000 0 0 292,000 MEISEI INDUSTRIAL 57,000 0 0 57,000 MITSUBISHI 0 0 71,000 71,000 MITSUBISHI ELECTRIC 0 0 108,000 108,000
PRO-FORMA SCHEDULE OF INVESTMENTS AUGUST 31,1995 (UNAUDITED) SHARES/PAR - ------------------------------------- -------------------------------------------------------------------------------------- Country Security Description International European Pacific Basin Pro-Forma Equity Equity Equity Combined - ------------------------------------- -------------------------------------------------------------------------------------- DAIHATSU MOTOR 2,017,192 0 0 2,017,192 DAIKYO 1,792,448 0 0 1,792,448 DAITO TRUST CONSTRUCTION 1,647,974 0 0 1,647,974 DAIWA BANK 327,876 0 0 327,876 DAIWA SECURITIES 2,227,896 0 377,610 2,605,506 DDI 0 0 101,433 101,433 DDI 0 0 355,014 355,014 DENNY'S JAPAN 0 0 221,040 221,040 EAST JAPAN RAILWAY 0 0 609,087 609,087 EZAKI GLICO 417,519 0 0 417,519 FAMILYMART 0 0 220,016 220,016 FUJI PHOTO FILM 2,406,877 0 626,791 3,033,668 FUJITA 550,389 0 0 550,389 FUJITSU 4,469,095 0 0 4,469,095 GLORY 0 0 365,330 365,330 HANKYU REALTY 250,512 0 0 250,512 HEIWA CORP 0 0 146,336 146,336 HINO MOTORS 399,713 0 0 399,713 HIROSE ELECTRIC 0 0 544,413 544,413 HITACHI 4,894,494 0 1,554,851 6,449,345 HITACHI MAXELL 546,255 0 0 546,255 HOKKAIDO TAKUSHOKU BANK 1,257,818 0 0 1,257,818 HONDA MOTOR 2,154,523 0 0 2,154,523 HYAKUGO BANK 589,102 0 0 589,102 INNOTECH 0 0 156,774 156,774 ITO YOKADO 0 0 1,439,521 1,439,521 JACCS 373,312 0 0 373,312 JAPAN AIRPORT TERMINAL 0 0 208,146 208,146 JAPAN ASSOCIATED FINANCE 0 0 206,713 206,713 JAPAN STEEL WORKS 569,116 0 0 569,116 JOSHIN DENKI 1,036,124 0 0 1,036,124 KAGOSHIMA BANK 946,091 0 0 946,091 KAHMA 0 0 185,182 185,182 KANKAKU SECURITIES 227,221 0 0 227,221 KEYENCE 0 0 255,833 255,833 KIRIN BREWERY 1,962,341 0 0 1,962,341 KISHU PAPER 665,063 0 0 665,063 KOA FIRE & MARINE INSURANCE 0 0 180,506 180,506 KOBE STEEL 0 0 116,506 116,506 KOITO INDUSTRIES 0 0 50,911 50,911 KURARAY 0 0 532,061 532,061 KYUSHU ELECTRIC POWER 793,594 0 0 793,594 LONG TERM CREDIT BANK JAPAN 2,034,640 0 0 2,034,640 MABUCHI MOTOR 0 0 271,388 271,388 MAKITA 0 0 449,857 449,857 MATSUSHITA ELECTRIC 4,086,472 0 1,487,413 5,573,885 MAZDA MOTOR CORP 1,213,181 0 0 1,213,181 MEISEI INDUSTRIAL 355,813 0 0 355,813 MITSUBISHI 0 0 784,691 784,691 MITSUBISHI ELECTRIC 0 0 810,111 810,111
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PRO-FORMA SCHEDULE OF INVESTMENTS AUGUST 31, 1995 (UNAUDITED) SHARES/PAR - ----------------------------------------------------------------------------------------------------------- International European Pacific Basin Pro-Forma County Security Description Equity Equity Equity Combined - ----------------------------------------------------------------------------------------------------------- MITSUBISHI ESTATE 176,000 0 0 176,000 MITSUBISHI GAS CHEMICAL 0 0 67,000 67,000 MITSUBISHI MOTOR 0 0 39,000 39,000 MITSUBISHI TRUST & BANKING 0 0 36,000 36,000 MITSUI 0 0 112,000 112,000 MITSUI FUDOSAN 184,000 0 0 184,000 MITSUI PETROCHEM 0 0 21,000 21,000 MITSUI TRUST & BANKING 315,000 0 0 315,000 MOS FOOD SERVICES 0 0 2,200 2,200 MR MAX 0 0 400 400 MURATA 0 0 19,000 19,000 NAGASE 43,000 0 0 43,000 NAIGAI CO 70,000 0 0 70,000 NAVIX LINE 517,000 0 0 517,000 NEC 145,000 0 0 145,000 NEW OJI PAPER 0 0 55,000 55,000 NICHII 81,000 0 0 81,000 NIHON DEMPA KOGYO 0 0 6,000 6,000 NIKKO SECURITIES 200,000 0 0 200,000 NINTENDO 700 0 0 700 NIPPON CHEMICAL INDUSTRIAL 104,000 0 0 104,000 NIPPON CREDIT BANK 284,000 0 0 284,000 NIPPON SHEET GLASS 135,000 0 0 135,000 NIPPON SHINPAN 123,000 0 27,000 150,000 NIPPON STEEL 137,000 0 85,000 222,000 NIPPON TELEGRAPH & TELEPHONE 157 0 0 157 NIPPON TELEVISION NETWORK 0 0 1,000 1,000 NISSAN FIRE & MARINE INSURANCE 56,000 0 0 56,000 NISSAN MOTORS 238,000 0 0 238,000 NKK 384,000 0 0 384,000 NOMURA SECURITIES 0 0 36,000 36,000 NSK 159,000 0 0 159,000 OBAYASHI 73,000 0 0 73,000 OKINAWA ELECTRIC POWER 0 0 4,000 4,000 OMRON 0 0 27,000 27,000 ORIENT CORPORATION 118,000 0 0 118,000 ORIX 31,000 0 0 31,000 PIONEER ELECTRONICS 105,000 0 0 105,000 PROMISE CO 0 0 4,000 4,000 RENOWN 63,000 0 0 63,000 SANGETSU 0 0 5,000 5,000 SANKYO 0 0 27,000 27,000 SANTEN PHARMACEUTICAL 0 0 5,000 5,000 SEINO TRANSPORTATION 0 0 19,000 19,000 SEKISUI HOUSE 0 0 33,000 33,000 SEVEN ELEVEN 0 0 1,000 1,000 SHIMACHU 0 0 8,000 8,000 SHIMAMURA 0 0 7,000 7,000 SHIMIZU 80,000 0 0 80,000 SHINMAYWA INDUSTRIES 103,000 0 0 103,000
MARKET VALUE - ------------------------------------------------------------------------------------------------------------- International European Pacific Basin Pro-Foma Country Security Description Equity Equity Equity Combined - ------------------------------------------------------------------------------------------------------------- MITSUBISHI ESTATE 2,071,224 0 0 2,071,224 MITSUBISHI GAS CHEMICAL 0 0 281,109 281,109 MITSUBISHI MOTOR 0 0 337,638 337,638 MITSUBISHI TRUST & BANKING 0 0 600,491 600,491 MITSUI 0 0 876,791 876,791 MITSUI FUDOSAN 2,372,493 0 0 2,372,493 MITSUI PETROCHEM 0 0 161,175 161,175 MITSUI TRUST & BANKING 3,255,731 0 0 3,255,731 MOS FOOD SERVICES 0 0 56,283 56,283 MR MAX 0 0 7,245 7,245 MURATA 0 0 758,289 758,289 NAGASE 356,427 0 0 356,427 NAIGAI CO 300,860 0 0 300,860 NAVIX LINE 1,528,991 0 0 1,528,991 NEC 1,899,304 0 0 1,899,304 NEW OJI PAPER 0 0 496,418 496,418 NICHII 928,367 0 0 928,367 NIHON DEMPA KOGYO 0 0 167,008 167,008 NIKKO SECURITIES 1,960,704 0 0 1,960,704 NINTENDO 43,696 0 0 43,696 NIPPON CHEMICAL INDUSTRIAL 766,271 0 0 766,271 NIPPON CREDIT BANK 1,203,193 0 0 1,203,193 NIPPON SHEET GLASS 613,385 0 0 613,385 NIPPON SHINPAN 792,980 0 174,069 967,049 NIPPON STEEL 465,452 0 288,784 754,236 NIPPON TELEGRAPH & TELEPH 1,420,262 0 0 1,420,262 NIPPON TELEVISION NETWORKON 0 0 235,366 235,366 NISSAN FIRE & MARINE INSURA 341,547 0 0 341,547 NISSAN MOTORS 1,826,648 0 0 1,826,648 NKK 943,103 0 0 943,103 NOMURA SECURITIES 0 0 707,327 707,327 NSK 1,072,257 0 0 1,072,257 OBAYASHI 574,468 0 0 574,468 OKINAWA ELECTRIC POWER 0 0 118,707 118,707 OMRON 0 0 594,044 594,044 ORIENT CORPORATION 573,578 0 0 573,578 ORIX 1,097,626 0 0 1,097,626 PIONEER ELECTRONICS 2,009,312 0 0 2,009,312 PROMISE CO 0 0 167,008 167,008 RENOWN 203,080 0 0 203,080 SANGETSU 0 0 123,823 123,823 SANKYO 0 0 602,333 602,333 SANTEN PHARMACEUTICAL 0 0 121,265 121,265 SEINO TRANSPORTATION 0 0 316,926 316,926 SEKISUI HOUSE 0 0 415,370 415,370 SEVEN ELEVEN 0 0 68,461 68,461 SHIMACHU 0 0 208,760 208,760 SHIMAMURA 0 0 265,043 265,043 SHIMIZU 843,226 0 0 843,226 SHINMAYWA INDUSTRIES 853,766 0 0 853,766
PRO-FORMA SCHEDULE OF INVESTMENTS AUGUST 31, 1995 (UNAUDITED) SHARES/PAR - ------------------------------------ ------------------------------------------------------------------------ International European Pacific Basin Pro-Forma Country Security Description Equity Equity Equity Combined - ------------------------------------ ------------------------------------------------------------------------ SHOWA SHELL SEKIYO 84,000 0 60,950 144,950 SONY 0 0 4,000 4,000 SONY MUSIC ENTERTAINMENT 0 0 5,000 5,000 SUMITOMO BANK 45,000 0 0 45,000 SUMITOMO ELECTRIC 0 0 19,000 19,000 SUMITOMO FORESTRY 0 0 20,000 20,000 SUMITOMO METAL 313,000 0 75,000 388,000 SUMITOMO REALTY & DEVELOPMENT 257,000 0 0 257,000 SUMITOMO TRUST & BANKING 80,000 0 0 80,000 SXL 145,000 0 0 145,000 TAISEI 138,000 0 0 138,000 TAKASHIMAYA 0 0 24,000 24,000 TAKEDA CHEMICAL INDUSTRIES 169,000 0 0 169,000 TOHO 0 0 5,280 5,280 TOKIO MARINE & FIRE INSURANCE 0 0 78,000 78,000 TOKYO BROADCASTING SYSTEM 0 0 23,000 23,000 TOKYO ELECTRIC POWER 72,500 0 0 72,500 TOKYO ELECTRONICS 0 0 18,000 18,000 TOKYO STEEL 54,500 0 0 54,500 TOSHIBA 434,000 0 120,000 554,000 TOYO SHUTTER 47,000 0 0 47,000 TOYOTA MOTOR 0 0 63,000 63,000 VICTOR CO. OF JAPAN (JVC) 144,000 0 0 144,000 YAMAICHI SECURITIES 271,000 0 0 271,000 YASUDA FIRE & MARINE INSURANCE 0 0 42,000 42,000 YOKOGAWA ELECTRIC 0 0 39,000 39,000 YUASA TRADING CO 122,000 0 0 122,000 Korea SAMSUNG ELECTRONIC 0 0 28 28 Malaysia ARAB MALAYSIAN CORPORATION 68,000 0 0 68,000 ARAB-MALAYSIAN MERCHANT BANK 38,000 0 0 38,000 DCB HOLDINGS 159,000 0 71,000 230,000 EDARAN OTOMOBIL 69,000 0 0 69,000 FABER GROUP 655,000 0 0 655,000 GAMUDA 0 0 42,000 42,000 GENTING BERHAD 0 0 71,500 71,500 IJM 185,000 0 0 185,000 IOI PROPERTIES 227,000 0 0 227,000 KUALA LUMPUR KEPONG BERHAD 155,000 0 0 155,000 LAND AND GENERAL 283,000 0 0 283,000 LARUT CONSOLIDATED 0 0 161,500 161,500 LARUT CONV LN STK 0 0 42,000 42,000 LARUT WARRANTS 0 0 42,000 42,000 MALAYAN BANKING 0 0 69,500 69,500 MALAYSIAN ASSURANCE ALLIANCE 0 0 23,000 23,000 MALAYSIAN INTERNATIONAL SHIPPING 668,000 0 0 668,000 MBF CAPITAL 458,000 0 0 458,000 NEW STRAITS TIMES PRESS 0 0 33,000 33,000
AUGUST 31, 1995 (UNAUDITED) MARKET VALUE - ------------------------------------ ------------------------------------------------------------------------- International European Pacific Basin Pro-Forma Country Security Description Equity Equity Equity Combined - ------------------------------------ ------------------------------------------------------------------------- SHOWA SHELL SEKIYO 740,115 0 537,024 1,277,139 SONY 0 0 218,584 218,584 SONY MUSIC ENTERTAINMENT 0 0 229,226 229,226 SUMITOMO BANK 833,504 0 0 833,504 SUMITOMO ELECTRIC 0 0 246,930 246,930 SUMITOMO FORESTRY 0 0 317,233 317,233 SUMITOMO METAL 874,427 0 209,527 1,083,954 SUMITOMO REALTY & DEVELOPMENT 1,888,314 0 0 1,888,314 SUMITOMO TRUST & BANKING 1,088,825 0 0 1,088,825 SXL 1,498,670 0 0 1,498,670 TAISEI 932,051 0 0 932,051 TAKASHIMAYA 0 0 336,472 336,472 TAKEDA CHEMICAL INDUSTRIES 2,282,849 0 0 2,282,849 TOHO 0 0 826,689 826,689 TOKIO MARINE & FIRE INSURANCE 0 0 925,911 925,911 TOKYO BROADCASTING SYSTEM 0 0 369,525 369,525 TOKYO ELECTRIC POWER 1,936,400 0 0 1,936,400 TOKYO ELECTRONICS 0 0 725,747 725,747 TOKYO STEEL 1,048,506 0 0 1,048,506 TOSHIBA 3,135,530 0 866,967 4,002,497 TOYO SHUTTER 300,604 0 0 300,604 TOYOTA MOTOR 0 0 1,250,716 1,250,716 VICTOR CO. OF JAPAN (JVC) 1,783,054 0 0 1,783,054 YAMAICHI SECURITIES 1,744,361 0 0 1,744,361 YASUDA FIRE & MARINE INSURANCE 0 0 277,221 277,221 YOKOGAWA ELECTRIC 0 0 367,172 367,172 YUASA TRADING CO 649,202 0 0 649,202 ----------------------------------------------------------------- 103,040,551 0 31,398,539 134,439,090 Korea SAMSUNG ELECTRONIC 0 0 5,071 5,071 ----------------------------------------------------------------- Malaysia ARAB MALAYSIAN CORPORATION 271,237 0 0 271,237 ARAB-MALAYSIAN MERCHANT BANK 517,939 0 0 517,939 DCB HOLDINGS 471,678 0 210,623 682,301 EDARAN OTOMOBIL 608,539 0 0 608,539 FABER GROUP 630,186 0 0 630,186 GAMUDA 0 0 203,728 203,728 GENTING BERHAD 0 0 633,454 633,454 IJM 700,842 0 0 700,842 IOI PROPERTIES 819,002 0 0 819,002 KUALA LUMPUR KEPONG BERHAD 462,918 0 0 462,918 LAND AND GENERAL 907,597 0 0 907,597 LARUT CONSOLIDATED 0 0 270,623 270,623 LARUT CONV LN STK 0 0 13,301 13,301 LARUT WARRANTS 0 0 34,516 34,516 MALAYAN BANKING 0 0 571,157 571,157 MALAYSIAN ASSURANCE ALLIANCE 0 0 90,359 90,359 MALAYSIAN INTERNATIONAL SHIPPING 1 ,914,692 0 0 1,914,692 MBF CAPITAL 532,451 0 0 532,451 NEW STRAITS TIMES PRESS 0 0 102,526 102,526
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PRO-FORMA SCHEDULE OF INVESTMENTS AUGUST 31, 1995 (UNAUDITED) SHARES/PAR - ------------------------------------------ ------------------------------------------------------------------------- International European Pacific Basin Pro-Forma Country Security Description Equity Equity Equity Combined - ------------------------------------------ ------------------------------------------------------------------------- ORIENTAL HOLDINGS BERHAD 47,000 0 0 47,000 PERUSAHAAN OTOMOBIL 0 0 48,000 48,000 PETRONAS GAS 37,000 0 49,000 86,000 RASHID HUSSAIN 525,000 0 0 525,000 RENONG BERHAD 0 0 179,000 179,000 RESORTS WORLD BERHAD 42,000 0 41,000 83,000 TELEKOM MALAYSIA 0 0 50,000 50,000 UNITED ENGINEERS 0 0 13,000 13,000 Netherlands AEGON 0 5,500 0 5,500 AHOLD 43,000 13,972 0 56,972 D.S.M. 18,300 0 0 18,300 ELSEVIER 0 67,000 0 67,000 HEINEKEN 7,250 0 0 7,250 HOOGOVENS CVA 33,700 0 0 33,700 HUNTER DOUGLAS 0 15,120 0 15,120 INTERNATIONAL NEDERLANDEN 58,117 195 0 58,312 KPN 50,200 0 0 50,200 PHILIPS ELECTRONICS 68,365 0 0 68,365 STAD ROTTERDAM 43,702 0 0 43,702 VNU 8,400 4,000 0 12,400 Norway DEN NORSKE BANK 242,909 0 0 242,909 KVAERNER AS SERIES B 30,000 0 0 30,000 SAGA PETROLEUM 'B' 0 48,040 0 48,040 New Zealand CARTER HOLT HARVEY 0 0 127,511 127,511 FISHER & PAYKEL INDUSTRIES 130,400 0 0 130,400 LION NATHAN 498,600 0 0 498,600 TELECOM CORP NEW ZEALAND ADR 20,200 0 0 20,200 TELECOM CORP OF NEW ZEALAND 313,900 0 32,000 345,900 Singapore CITY DEVELOPMENTS 68,000 0 47,000 115,000 DBS LAND 72,000 0 97,000 169,000 DEVELOPMENT BANK OF SINGAPORE 0 0 11,000 11,000 FRASER AND NEAVE 62,000 0 0 62,000 JARDINE MATHESON HOLDINGS 155,000 0 0 155,000 JURONG SHIPYARD 0 0 18,000 18,000 KEPPEL 0 0 50,000 50,000 MANDARIN ORIENTAL 0 0 175,718 175,718 OVERSEAS CHINESE BANKING FOREIGN 82,000 0 0 82,000 SEMBAWANG MARITIME 104,000 0 0 104,000 SINGAPORE AIRLINES "F" 0 0 26,000 26,000 SINGAPORE PRESS HOLDINGS "F" 46,800 0 14,880 61,680 STRAITS STEAMSHIP LAND 203,000 0 0 203,000 UNITED OVERSEAS BANK 250,600 0 50,824 301,424
AUGUST 31, 1995 (UNAUDITED) MARKET VALUE - ------------------------------------------ ---------------------------------------------------------------------------- International European Pacific Basin Pro-Forma Country Security Description Equity Equity Equity Combined - ------------------------------------------ ---------------------------------------------------------------------------- ORIENTAL HOLDINGS BERHAD 244,939 0 0 244,939 PERUSAHAAN OTOMOBIL 0 0 183,764 183,764 PETRONAS GAS 118,661 0 157,146 275,807 RASHID HUSSAIN 1,662,658 0 0 1,662,658 RENONG BERHAD 0 0 345,873 345,873 RESORTS WORLD BERHAD 218,882 0 213,670 432,552 TELEKOM MALAYSIA 0 0 350,772 350,772 UNITED ENGINEERS 0 0 87,031 87,031 ---------------------------------------------------------------------------- 10,082,221 0 3,468,543 13,550,764 Netherlands AEGON 0 185,006 0 185,006 AHOLD 1,532,725 498,029 0 2,030,754 D.S.M. 1,514,982 0 0 1,514,982 ELSEVIER 0 847,689 0 847,689 HEINEKEN 1,097,202 0 0 1,097,202 HOOGOVENS CVA 1,373,418 0 0 1,373,418 HUNTER DOUGLAS 0 759,679 0 759,679 INTERNATIONAL NEDERLANDEN 3,231,079 10,841 0 3,241,920 KPN 1,731,350 0 0 1,731,350 PHILIPS ELECTRONICS 3,068,940 0 0 3,068,940 STAD ROTTERDAM 1,124,449 0 0 1,124,449 VNU 995,839 474,209 0 1,470,048 ---------------------------------------------------------------------------- 15,669,984 2,775,453 0 18,445,437 Norway DEN NORSKE BANK 632,605 0 0 632,605 KVAERNER AS SERIES B 1,113,450 0 0 1,113,450 SAGA PETROLEUM 'B' 0 576,855 0 576,855 ---------------------------------------------------------------------------- 1,746,055 576,855 0 2,322,910 New Zealand CARTER HOLT HARVEY 0 0 290,175 290,175 FISHER & PAYKEL INDUSTRIES 398,492 0 0 398,492 LION NATHAN 1,034,157 0 0 1,034,157 TELECOM CORP NEW ZEALAND ADR 1,290,275 0 0 1,290,275 TELECOM CORP OF NEW ZEALAND 1,244,987 0 126,915 1,371,905 ---------------------------------------------------------------------------- 3,967,911 0 417,093 4,385,004 Singapore CITY DEVELOPMENTS 409,235 0 282,854 692,089 DBS LAND 206,771 0 278,567 485,338 DEVELOPMENT BANK OF SINGAPORE 0 0 125,431 125,431 FRASER AND NEAVE 702,611 0 0 702,611 JARDINE MATHESON HOLDINGS 1,116,000 0 0 1,116,000 JURONG SHIPYARD 0 0 125,431 125,431 KEPPEL 0 0 401,211 401,211 MANDARIN ORIENTAL 0 0 159,025 159,025 OVERSEAS CHINESE BANKING FOREIGN 923,488 0 0 923,488 SEMBAWANG MARITIME 360,160 0 0 360,160 SINGAPORE AIRLINES "F" 0 0 219,610 219,610 SINGAPORE PRESS HOLDINGS "F" 645,654 0 205,285 850,939 STRAITS STEAMSHIP LAND 574,407 0 0 574,407 UNITED OVERSEAS BANK 2,169,621 0 440,019 2,609,640 ----------------------------------------------------------------------------
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PRO-FORMA SCHEDULE OF INVESTMENTS AUGUST 31, 1995 (UNAUDITED) SHARES/PAR - ------------------------------------ ---------------------------------------------------------------------- International European Pacific Basin Pro-Forma Country Security Description Equity Equity Equity Combined - ------------------------------------ ---------------------------------------------------------------------- Spain BANCO BILBAO VIZCAYA 23,480 28,100 0 51,580 BANCO DE SANTANDER 14,000 0 0 14,000 BANCO POPULAR ESPANA 8,000 1,000 0 9,000 CONTINENTE 0 19,150 0 19,150 DRAGADOS 17,000 0 0 17,000 FCC 0 1,917 0 1,917 GAS NATURAL 0 6,050 0 6,050 IBERDROLA 270,400 0 0 270,400 MAPFRE 3,000 0 0 3,000 REPSOL 26,000 0 0 26,000 REPSOL ADR 33,800 0 0 33,800 TELEFONICA DE ESPANA 207,000 40,000 0 247,000 URALITA 0 30,000 0 30,000 VALLEHERMOSO 16,000 0 0 16,000 Sweden ASTRA 'B' 0 18,800 0 18,800 ERICSSON 0 40,000 0 40,000 GETINGE INDUSTRIER 'B' 0 17,500 0 17,500 KALMAR 0 40,000 0 40,000 KINNEVIK INVESTMENT B 0 6,500 0 6,500 MARIEBERG TIDNINGS "A" 16,100 0 0 16,100 MO OCH DOMSJO 'B' 0 11,650 0 11,650 SCRIBONA 'B' 0 25,000 0 25,000 SECURITAS 'B' 0 6,000 0 6,000 SSAB 'B' 127,600 23,200 0 150,800 STADSHYPOTEK AB 0 14,000 0 14,000 STORA KOPPARBERG 'B' 0 42,000 0 42,000 Switzerland BALOISE HLGDS EXC 660 0 660 BBC BROWN BOVERI 0 670 0 670 CIBA GEIGY 3,260 0 0 3,260 CS REGISTERED 27,030 0 0 27,030 HILTI 0 600 0 600 NESTLE SA REGISTERED 2,020 0 0 2,020 RIETER (REG) 3,450 0 0 3,450 ROCHE HOLDING 394 139 0 533 SANDOZ PHARMACEUTICAL 0 1,070 0 1,070 SCHWEIZ RUCKVER REGD 20CHF 3,210 0 0 3,210 SOC GEN SURVEILL 0 265 0 265 United Kingdom ABBEY NATIONAL 0 95,000 0 95,000 ASDA GROUP 630,000 0 0 630,000 ASSOCIATED BRIT FOODS 0 36,400 0 36,400 BASS 92,500 59,300 0 151,800 BAT 0 70,600 0 70,600
AUGUST 31, 1995 (UNAUDITED) MARKET VALUE - ------------------------------------ ---------------------------------------------------------------------- International European Pacific Basin Pro-Forma Country Security Description Equity Equity Equity Combined - ------------------------------------ ---------------------------------------------------------------------- 7,107,947 0 2,237,433 9,345,380 Spain BANCO BILBAO VIZCAYA 710,692 850,530 0 1,561,222 BANCO DE SANTANDER 572,819 0 0 572,819 BANCO POPULAR ESPANA 1,231,456 153,932 0 1,385,388 CONTINENTE 0 471,953 0 471,953 DRAGADOS 271,854 0 0 271,854 FCC 0 159,000 0 159,000 GAS NATURAL 0 743,101 0 743,101 IBERDROLA 2,076,848 0 0 2,076,848 MAPFRE 158,877 0 0 158,877 REPSOL 815,999 0 0 815,999 REPSOL ADR 1,068,925 0 0 1,068,925 TELEFONICA DE ESPANA 2,806,668 542,351 0 3,349,019 URALITA 0 332,589 0 332,589 VALLEHERMOSO 282,661 0 0 282,661 ----------------------------------------------------------------------- 9,996,799 3,253,456 0 13,250,255 Sweden ASTRA 'B' 0 611,059 0 611,059 ERICSSON 0 855,779 0 855,779 GETINGE INDUSTRIER 'B' 0 636,006 0 636,006 KALMAR 0 685,721 0 685,721 KINNEVIK INVESTMENT B 0 193,887 0 193,887 MARIEBERG TIDNINGS "A" 331,203 0 0 331,203 MO OCH DOMSJO 'B' 0 671,046 0 671,046 SCRIBONA 'B' 0 185,145 0 185,145 SECURITAS 'B' 0 205,716 0 205,716 SSAB 'B' 1,382,468 251,358 0 1,633,826 STADSHYPOTEK AB 0 228,482 0 228,482 STORA KOPPARBERG 'B' 0 524,165 0 524,165 ----------------------------------------------------------------------- 1,713,671 5,048,364 0 6,762,035 Switzerland BALOISE HLGDS EXC 1,320,658 0 0 1,320,658 BBC BROWN BOVERI 0 707,049 0 707,049 CIBA GEIGY 2,308,851 0 0 2,308,851 CS REGISTERED 2,216,218 0 0 2,216,218 HILTI 0 508,137 0 508,137 NESTLE SA REGISTERED 2,044,487 0 0 2,044,487 RIETER (REG) 939,555 0 0 939,555 ROCHE HOLDING 2,639,970 931,360 0 3,571,330 SANDOZ PHARMACEUTICAL 0 772,028 0 772,028 SCHWEIZ RUCKVER REGD 20CHF 2,601,262 0 0 2,601,262 SOC GEN SURVEILL 0 476,358 0 476,358 ----------------------------------------------------------------------- 14,071,001 3,394,932 0 17,465,933 United Kingdom ABBEY NATIONAL 0 787,122 0 787,122 ASDA GROUP 1,063,033 0 0 1,063,033 ASSOCIATED BRIT FOODS 0 405,511 0 405,511 BASS 927,153 594,380 0 1,521,533 BAT 0 552,093 0 552,093
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PRO-FORMA SCHEDULE OF INVESTMENTS AUGUST 31, 1995 (UNAUDITED) SHARES/PAR - ------------------------------------------ ------------------------------------------------------------------------------ International European Pacific Basin Pro-Forma Country Securities Description Equity Equity Equity Combined - ------------------------------------------ ------------------------------------------------------------------------------ BET 305,800 0 0 305,800 BLUE CIRCLE INDUSTRIES 0 103,900 0 103,900 BRITANNIC ASSURANCE 0 16,000 0 16,000 BRITISH AEROSPACE 0 43,400 0 43,400 BRITISH AEROSPACE WARRANTS 0 1,600 0 1,600 BRITISH AIRWAYS 123,700 47,000 0 170,700 BRITISH GAS 601,000 0 0 601,000 BRITISH PETROLEUM 528,410 116,000 0 644,410 BRITISH SKY BROADCASTING 0 108,250 0 108,250 BRITISH STEEL (BST.L) 557,800 0 0 557,800 BRITISH TELECOMMUNICATIONS 0 215,500 0 215,500 BTR 216,538 83,100 0 299,638 CHARTER 98,650 0 0 98,650 COMMERCIAL UNION 0 44,458 0 44,458 CORDIANT 0 63,159 0 63,159 COURTAULDS 90,000 0 0 90,000 DIXONS GROUP 0 0 0 0 EAST MIDLANDS ELECTRICITY 0 0 0 0 ENGLISH CHINA 0 17,750 0 17,750 GENERAL ACCIDENT 159,500 0 0 159,500 GENERAL ELECTRIC 0 138,900 0 138,900 GLAXO WELLCOME 0 86,600 0 86,600 GRANADA GROUP 0 61,200 0 61,200 GRAND METROPOLITAN 0 94,400 0 94,400 GREAT UNIVERSAL STORES 0 49,100 0 49,100 GUARDIAN ROYAL EXCHANGE 460,300 0 0 460,300 HAMMERSON PRO INV 'A' 0 65,000 0 65,000 HANSON 582,300 0 0 582,300 HAZLEWOOD FOODS 331,300 0 0 331,300 HEATH (C.E.) 0 18,000 0 18,000 HILLSDOWN HOLDINGS 471,600 0 0 471,600 HSBC HOLDINGS 75P 83,000 42,700 0 125,700 IMI 90,000 0 0 90,000 LASMO 0 184,300 0 184,300 LEX SERVICE 0 24,000 0 24,000 LLOYDS BANK 288,400 0 0 288,400 MEPC 0 24,900 0 24,900 MIDLANDS ELECTRIC 0 0 0 0 MORRISON(W) SUPERMARKET 0 87,000 0 87,000 MOWLEM(JOHN) 0 40,400 0 40,400 NATIONAL POWER 65,000 0 0 65,000 NATIONAL WESTMINSTER BANK 215,500 0 0 215,500 NEXT 0 70,000 0 70,000 NORTHERN FOODS 0 0 0 0 NORTHUMBRIAN WATER 28,300 0 0 28,300 NORWEB 111,200 0 0 111,200 OCEAN GROUP 239,500 0 0 239,500 PRUDENTIAL 0 105,900 0 105,900 RECKITT & COLEMAN 0 38,925 0 38,925 REDLAND 140,000 0 0 140,000
AUGUST 31, 1995 (UNAUDITED) MARKET VALUE - ------------------------------------------ ------------------------------------------------------------------------------ International European Pacific Basin Pro-Forma Country Securities Description Equity Equity Equity Combined - ------------------------------------------ ------------------------------------------------------------------------------ BET 645,288 0 0 645,288 BLUE CIRCLE INDUSTRIES 0 514,261 0 514,261 BRITANNIC ASSURANCE 0 142,498 0 142,498 BRITISH AEROSPACE 0 444,438 0 444,438 BRITISH AEROSPACE WARRANTS 0 5,486 0 5,486 BRITISH AIRWAYS 817,629 310,659 0 1,128,288 BRITISH GAS 2,583,041 0 0 2,583,041 BRITISH PETROLEUM 3,964,100 870,225 0 4,834,325 BRITISH SKY BROADCASTING 0 571,063 0 571,063 BRITISH STEEL (BST.L) 1,562,186 0 0 1,562,186 BRITISH TELECOMMUNICATIONS 0 1,352,517 0 1,352,517 BTR 1,145,686 439,676 0 1,585,362 CHARTER 1,440,336 0 0 1,440,336 COMMERCIAL UNION 0 406,986 0 406,986 CORDIANT 0 112,696 0 112,696 COURTAULDS 653,530 0 0 653,530 DIXONS GROUP 0 0 0 0 EAST MIDLANDS ELECTRICITY 0 0 0 0 ENGLISH CHINA 0 104,379 0 104,379 GENERAL ACCIDENT 1,472,498 0 0 1,472,498 GENERAL ELECTRIC 0 672,410 0 672,410 GLAXO WELLCOME 0 1,029,257 0 1,029,257 GRANADA GROUP 0 590,635 0 590,635 GRAND METROPOLITAN 0 599,063 0 599,063 GREAT UNIVERSAL STORES 0 466,241 0 466,241 GUARDIAN ROYAL EXCHANGE 1,499,814 0 0 1,499,814 HAMMERSON PRO INV 'A' 0 358,029 0 358,029 HANSON 1,956,058 0 0 1,956,058 HAZLEWOOD FOODS 678,535 0 0 678,535 HEATH (C.E.) 0 55,578 0 55,578 HILLSDOWN HOLDINGS 1,397,604 0 0 1,397,604 HSBC HOLDINGS 75P 1,117,828 575,075 0 1,692,903 IMI 445,462 0 0 445,462 LASMO 0 506,146 0 506,146 LEX SERVICE 0 119,535 0 119,535 LLOYDS BANK 3,083,128 0 0 3,083,128 MEPC 0 146,039 0 146,039 MIDLANDS ELECTRIC 0 0 0 0 MORRISON(W) SUPERMARKET 0 217,331 0 217,331 MOWLEM(JOHN) 0 47,640 0 47,640 NATIONAL POWER 529,480 0 0 529,480 NATIONAL WESTMINSTER BANK 1,967,754 0 0 1,967,754 NEXT 0 419,240 0 419,240 NORTHERN FOODS 0 0 0 0 NORTHUMBRIAN WATER 396,946 0 0 396,946 NORWEB 1,502,796 0 0 1,502,796 OCEAN GROUP 1,226,299 0 0 1,226,299 PRUDENTIAL 0 558,666 0 558,666 RECKITT & COLEMAN 0 402,235 0 402,235 REDLAND 844,996 0 0 844,996
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PRO-FORMA SCHEDULE OF INVESTMENTS AUGUST 31, 1995 (UNAUDITED) SHARES/PAR - ------------------------------------------------------ ------------------------------------------------------------------ International European Pacific Basin Pro-Forma Country Security Description Equity Equity Equity Combined - ------------------------------------------------------ ------------------------------------------------------------------ REUTERS HOLDINGS 0 74,800 0 74,800 RJB MINING 215,100 0 0 215,100 ROYAL INSURANCE 283,800 84,899 0 368,699 SAINSBURY J 149,490 0 0 149,490 SCOTTISH HYDRO-ELECTRIC 234,700 0 0 234,700 SCOTTISH POWER 0 76,500 0 76,500 SEARS 0 95,000 0 95,000 SEDGWICK GROUP 0 110,000 0 110,000 SEVERN TRENT 0 43,300 0 43,300 SHELL TRANS. & TRADING ORD 25 P 158,300 0 0 158,300 SMITHKLINE BEECHAM 101,400 83,000 0 184,400 SMITHS INDUSTRIES 0 70,000 0 70,000 SOUTHERN WATER 116,800 0 0 116,800 STOREHOUSE 240,000 0 0 240,000 T & N 349,000 0 0 349,000 TATE & LYLE 0 62,300 0 62,300 TESCO 475,000 0 0 475,000 THAMES WATER 245,500 0 0 245,500 THORN EMI 40,332 0 0 40,332 WHITBREAD & CO "A" 170,000 0 0 170,000 WILLIAMS HOLDINGS 0 135,300 0 135,300 YORKSHIRE WATER 131,000 0 0 131,000 United States REPO (J.P. MORGAN 5.70%12/13/95) 5,285,228 0 0 5,285,228
AUGUST 31, 1995 (UNAUDITED) MARKET VALUE - ------------------------------------------------------ ------------------------------------------------------------------ International European Pacific Basin Pro-Forma Country Security Description Equity Equity Equity Combined - ------------------------------------------------------ ------------------------------------------------------------------ REUTERS HOLDINGS 0 649,930 0 649,930 RJB MINING 1,368,363 0 0 1,368,363 ROYAL INSURANCE 1,479,547 442,608 0 1,922,155 SAINSBURY J 1,075,075 0 0 1,075,075 SCOTTISH HYDRO-ELECTRIC 1,256,346 0 0 1,256,346 SCOTTISH POWER 0 404,162 0 404,162 SEARS 0 165,089 0 165,089 SEDGWICK GROUP 0 206,517 0 206,517 SEVERN TRENT 0 422,587 0 422,587 SHELL TRANS. & TRADING ORD 25 P 1,806,511 0 0 1,806,511 SMITHKLINE BEECHAM 888,922 727,618 0 1,616,540 SMITHS INDUSTRIES 0 610,396 0 610,396 SOUTHERN WATER 1,272,205 0 0 1,272,205 STOREHOUSE 1,150,659 0 0 1,150,659 T & N 1,012,614 0 0 1,012,614 TATE & LYLE 0 43,688 0 443,688 TESCO 2,406,323 0 0 2,406,323 THAMES WATER 2,060,753 0 0 2,060,753 THORN EMI 924,914 0 0 924,914 WHITBREAD & CO "A" 1,619,550 0 0 1,619,550 WILLIAMS HOLDINGS 0 669,677 0 669,677 YORKSHIRE WATER 1,233,778 0 0 1,233,778 -------------------------------------------------------------- 52,476,740 12,119,362 0 71,590,122 United States REPO (J.P. MORGAN 5.70%12/13/95) 5,285,228 0 0 5,285,228 -------------------------------------------------------------- ============================================================== $307,431,402 $48,770,115 $45,626,767 $401,830,284 ==============================================================
Page 10
PRO-FORMA COMBINED STATEMENT OF ASSETS AND LIABILITIES (000) ================================================================================================================ August 31, 1995 (Unaudited) --------------- --------------- --------------- --------------- International European Pacific Pro-Forma Equity Equity Basin Equity Combined --------------- --------------- --------------- --------------- ASSETS: Investment securities (Cost $286,859, $44,067, $46,647 respectively...................... $307,431 $48,770 $45,629 $401,830 Cash and foreign currency.......................... 3,475 3,837 1,896 9,208 Dividend and interest receivable................... 1,298 295 20 1,611 Investment securities sold......................... 4,374 862 0 5,236 Unrealized gain on forward currency contracts...... 3,044 1,165 4,209 Other assets....................................... 673 213 31 917 --------------- --------------- --------------- --------------- Total Assets....................................... 320,293 53,977 48,741 423,011 --------------- --------------- --------------- --------------- LIABILITIES: Investment securities purchased..................... 68 653 245 966 Other liabilities................................... 1,176 244 227 1,647 --------------- --------------- --------------- --------------- TOTAL LIABILITIES................................... 1,244 897 472 2,613 --------------- --------------- --------------- --------------- TOTAL NET ASSETS.................................... 319,049 53,080 48,269 420,398 =============== =============== =============== =============== TOTAL NET ASSETS BY CLASS OF SHARES Class A............................................. 318,883 53,080 48,269 420,232 Class D............................................. 166 N/A N/A 166 --------------- --------------- --------------- --------------- 319,049 53,080 48,269 420,398 =============== =============== =============== =============== SHARES OUTSTANDING Portfolio shares of Class A Pre-combination................................... 30,059,505 4,709,456 5,035,246 N/A Post-combination.................................. 30,059,505 5,003,596 4,550,042 39,613,143 Portfolio shares of Class D......................... 15,696 N/A N/A 15,696 NET ASSET VALUE, OFFERING AND REDEMPTION PRICE PER SHARE Portfolio shares of Class A Pre-combination................................... $10.61 $11.27 $9.59 N/A Post-combination.................................. $10.61 $10.61 $10.61 $10.61 Portfolio shares of Class D......................... $10.55 N/A N/A $10.55 Maximum Offering Price per Class D............. $11.11 N/A N/A $11.11
See Accompanying Notes to Pro-Forma Financial Statements. 12
PRO-FORMA COMBINED STATEMENT OF OPERATIONS (000) - ------------------------------------------------------------------------------------------------------------------------------------ For the period ended August 31, 1995 (Unaudited) ------------------- ---------------- International European Equity Equity ------------------ -------------- Investment Income: Dividends $6,140 $931 Interest 165 87 Less: Foreign Taxes Withheld (586) (85) ------------------ -------------- Total Investment Income 5,719 933 ------------------ -------------- Expenses: Management fees 734 179 Less management fees waived (161) (46) Investment advisory fees 775 78 Custodian wire agent fees 258 19 Professional fees 62 8 Registration & Filing fees 35 6 Printing fees 58 6 Trustee fees 10 1 Pricing fees 10 8 Distribution fees 248 34 Amortization of deferred organization costs 4 3 Miscellaneous fees 6 1 ------------------ -------------- Total expenses 2,039 297 ------------------ -------------- Net Investment Income 3,680 636 ------------------ -------------- Net Realized and Unrealized Gain (Loss) on Investments and Foreign Currency Transactions: Net realized gain (loss) from security transactions 10,377 294 Net realized gain (loss) on forward foreign currency contracts and foreign currency transactions (4,346) 5 Net change in unrealized appreciation (depreciation) on forward foreign currency contracts, foreign currencies, and translation of other assets and liabilities denominated in foreign currency 4,106 7 Net change in unrealized appreciation 18,743 4,569 ------------------ -------------- Net Increase (Decrease) in Net Assets from Operations 32,560 $5,511 ================== ============== -------------- ------------- Pacific Pro-Forma Basin Equity Adjustments -------------- ------------- Investment Income: Dividends $312 Interest 73 Less: Foreign Taxes Withheld (33) -------------- ------------- Total Investment Income 352 -------------- ------------- Expenses: Management fees 165 (137)(1) Less management fees waived (62) 100 (1) Investment advisory fees 87 (43)(1) Custodian/wire agent fees 18 Professional fees 8 (15)(2) Registration & Filing fees 7 Printing fees 6 (6)(2) Trustee fees 1 Pricing fees 8 Distribution fees 31 Amortization of deferred organization costs 3 (6)(2) Miscellaneous fees 1 (2)(2) -------------- --------------- Total expenses 273 (23) -------------- --------------- Net Investment Income 79 23 -------------- ------------- Net Realized and Unrealized Gain (Loss) on Investments and Foreign Currency Transactions: Net realized gain (loss) from security transactions (175) Net realized gain (loss) on forward foreign currency contracts and foreign currency transactions (901) Net change in unrealized appreciation (depreciation) on forward foreign currency contracts, foreign currencies, and translation of other assets and liabilities denominated in foreign currency 1,246 Net change in unrealized appreciation 3,655 -------------- ------------- Net Increase (Decrease) in Net Assets from Operations $3,904 $23 ============== ============= -------------- Pro-Forma Combined -------------- Investment Income: Dividends $7,383 Interest $325 Less: Foreign Taxes Withheld ($704) -------------- Total Investment Income 7,004 -------------- Expenses: Management fees 941 Less management fees waived (169) Investment advisory fees 983 Custodian/wire agent fees 295 Professional fees 63 Registration & Filing fees 48 Printing fees 64 Trustee fees 12 Pricing fees 26 Distribution fees 313 Amortization of deferred organization costs 4 Miscellaneous fees 6 -------------- Total expenses 2,556 -------------- Net Investment Income 4,418 -------------- Net Realized and Unrealized Gain (Loss) on Investments and Foreign Currency Transactions: Net realized gain (loss) from security transactions $10,496 Net realized gain (loss) on forward foreign currency contracts and foreign currency transactions ($5,242) Net change in unrealized appreciation (depreciation) on forward foreign currency contracts, foreign currencies, and translation of other assets and liabilities denominated in foreign currency $5,359 Net change in unrealized appreciation $26,967 -------------- Net Increase (Decrease) in Net Assets from Operations $41,998 ==============
(1) Adjustments based on fee structure of the new registrants and the total assets of the combined portfolios (2) Adjustments reflect expected savings when three portfolios are combined. See accompanying notes to Pro-Forma financial statements.
PRO-FORMA COMBINED STATEMENT OF OPERATIONS (000) - ---------------------------------------------------------------------------------------------------------------------------------- For the period ended February 28, 1995 ------------------ -------------- International European Equity Equity ------------------ -------------- Investment Income: Dividends $11,275 $471 Interest 1,985 80 Less: Foreign Taxes Withheld (1,483) (73) ------------------ -------------- Total Investment Income 11,777 478 ------------------ -------------- Expenses: Management fees 2,729 164 Less management fees waived (77) (57) Investment advisory fees 1,516 67 Custodian/wire agent fees 524 23 Professional fees 147 10 Registration & Filing fees 11 15 Printing fees 142 9 Trustee fees 25 1 Pricing fees 39 8 Distribution fees 562 22 Amortization of deferred organization costs 8 5 Miscellaneous fees 14 ------------------ -------------- Total expenses 5,640 267 ------------------ -------------- Net Investment Income 6,137 211 ------------------ -------------- Net Realized and Unrealized Gain (Loss) on Investments and Foreign Currency Transactions: Net realized gain (loss) from security transactions 36,204 (165) Net realized gain (loss) on forward foreign currency contracts and foreign currency transactions (25,138) (154) Net change in unrealized appreciation (depreciation) on forward foreign currency contracts, foreign currencies, and translation of other assets and liabilities denominated in foreign currency 10,819 (13) Net change in unrealized appreciation (58,990) 125 ------------------ -------------- Net Increase (Decrease) in Net Assets from Operations (30,968) $4 ================== ============== Pacific Pro-Forma Basin Equity Adjustments --------------- -------------- Investment Income: Dividends $136 Interest 59 Less: Foreign Taxes Withheld (17) --------------- ------------- Total Investment Income 178 --------------- ------------- Expenses: Management fees 159 (743)(1) Less management fees waived (76) 210 (1) Investment advisory fees 80 774 (1) Custodian/wire agent fees 24 Professional fees 11 (15)(2) Registration & Filing fees 15 Printing fees 9 (12)(2) Trustee fees 1 Pricing fees 10 Distribution fees 21 Amortization of deferred organization costs 5 (10)(2) Miscellaneous fees (2)(2) -------------- ------------- Total expenses 259 202 --------------- ------------- Net Investment Income (81) (202) -------------- ------------- Net Realized and Unrealized Gain (Loss) on Investments and Foreign Currency Transactions: Net realized gain (loss) from security transactions (37) Net realized gain (loss) on forward foreign currency contracts and foreign currency transactions (74) Net change in unrealized appreciation (depreciation) on forward foreign currency contracts, foreign currencies, and translation of other assets and liabilities denominated in foreign currency (81) Net change in unrealized appreciation (4,673) -------------- ------------- Net Increase (Decrease) in Net Assets from Operations ($4,946) ($202) ============== ============= ------------- Pro-Forma Combined ------------- Investment Income: Dividends $11,882 Interest $ 2,124 Less: Foreign Taxes Withheld ($1,573) ------------ Total Investment Income 12,433 ------------ Expenses: Management fees 2,309 Less management fees waived 0 Investment advisory fees 2,437 Custodian/wire agent fees 571 Professional fees 153 Registration & Filing fees 41 Printing fees 148 Trustee fees 27 Pricing fees 57 Distribution fees 605 Amortization of deferred organization costs 8 Miscellaneous fees 12 ------------- Total expenses 6,368 ------------- Net Investment Income 6,065 ------------- Net Realized and Unrealized Gain (Loss) on Investments and Foreign Currency Transactions: Net realized gain (loss) from security transactions $36,002 Net realized gain (loss) on forward foreign currency contracts and foreign currency transactions ($25,366) Net change in unrealized appreciation (depreciation) on forward foreign currency contracts, foreign currencies, and translation of other assets and liabilities denominated in foreign currency $10,725 Net change in unrealized appreciation ($63,538) ------------- Net Increase (Decrease) in Net Assets from Operations ($36,112) =============
(1) Adjustments based on fee structure of the new registrants and the total assets of the combined portfolios. (2) Adjustments reflect expected savings when three portfolios are combined. NOTES TO PRO-FORMA FINANCIAL STATEMENTS OF THE SEI INTERNATIONAL TRUST, INTERNATIONAL EQUITY PORTFOLIO, EUROPEAN EQUITY PORTFOLIO AND PACIFIC BASIN EQUITY PORTFOLIO August 31, 1995 (Unaudited) 1. BASIS OF COMBINATION The Pro Forma Combining Portfolio of Investments and Pro Forma Combining Statement of Assets and Liabilities reflect the accounts of the SEI International Trust; consisting of the International Equity Portfolio (formerly the "Core International Equity Portfolio"), the European Equity Portfolio and the Pacific Basin Equity Portfolio at August 31, 1995. The Pro Forma Combining Statements of Operations reflect the accounts of the International Equity Portfolio, the European Equity Portfolio and the Pacific Basin Equity Portfolio for the year ended February 28, 1995, and the six months ended August 31, 1995. These pro forma financial statements have been derived from the annual and semi-annual financial statements of the SEI International Trust as of February 28, 1995 and August 31, 1995, respectively. The pro forma statements give effect to the proposed transfer of the assets and liabilities of the European Equity Portfolio and Pacific Basin Equity Portfolio in exchange for Class A shares of the International Equity Portfolio. The historical cost of investment securities will be carried forward to the surviving portfolio and the results of operations of the surviving fund will not be restated. The accompanying pro forma financial statements should be read in conjunction with the historical financial statements of the SEI International Trust included or incorporated by reference in the Statement of Additional Information. 2. SHARES OF BENEFICIAL INTEREST The pro forma net asset value assumes the issuance of additional shares of the International Equity Portfolio which would have been issued at August 31, 1995 to the shareholders of the European Equity Portfolio and the Pacific Basin Equity Portfolio, to affect the proposed transactions. 3. PRO FORMA OPERATIONS The Pro Forma Combining Statements of Operations assume rates of gross investment income similar to historical rates for the investments of the International Equity Portfolio, the European Equity Portfolio and the Pacific Basin Equity Portfolio. Accordingly, the combined gross investment income is equal to the sum of each such portfolio's gross investment income. Certain expenses and waivers thereof have been adjusted to reflect the expected expenses of the combined portfolio. Pro forma operating expenses include the actual expenses of the International Equity Portfolio, the European Equity Portfolio and the Pacific Basin Equity Portfolio and the combined portfolio adjusted for certain items which are factually supportable. SEI INTERNATIONAL TRUST REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 FORM N-14 PART C. OTHER INFORMATION ----------------- Item 15. Indemnification. ---------------- Article VIII of the Agreement and Declaration of Trust filed as Exhibit 1 to the Registration Statement on Form N-1A (File No. 33-22821) filed with the SEC on June 30, 1988 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 16. Exhibits -------- (1) Agreement and Declaration of Trust/1/ (2) By-Laws/1/ (3) Not Applicable (4) Agreement and Plan of Reorganization and Liquidation filed herewith as Exhibit A to the Prospectus/Proxy Statement set forth as Part A of the Registration Statement in Form N-14 (5) Not Applicable (6)(a) Management Agreement between Registrant and SEI Financial Management Company/2/ (6)(b) Form of Investment Advisory Agreement between Registrant and Brinson Partners, Inc./3/ (6)(c) Form of Investment Advisory Agreement between Registrant and Strategic Fixed Income L.P./4/ (6)(d) Schedule C to Management Agreement between Registrant and SEI Financial Management Company adding the International Fixed Income Portfolio/5/ (6)(e) Form of Investment Advisory Agreement between Registrant and Morgan Grenfell Investment Services Ltd./6/ (6)(f) Form of Investment Advisory Agreement between Registrant and Schroder Capital Management International Limited/6/ (6)(g) Form of Investment Advisory Agreement between Registrant and SEI Financial Management Corporation./7/ (6)(h) Form of Investment Sub-Advisory Agreement between Registrant and Strategic Fixed Income L.P./7/ (6)(i) Form of Investment Sub-Advisory Agreement between Registrant and Morgan Grenfell Investment Services Ltd./7/ (6)(j) Form of Investment Sub-Advisory Agreement between Registrant and Schroder Capital Management International Limited/7/ (6)(k) Investment Sub-Advisory Agreement between Registrant and Montgomery Asset Management L.P./7/ (6)(l) Investment Sub-Advisory Agreement between Registrant and Acadian Asset Management, Inc./7/ (6)(m) Investment Sub-Advisory Agreement between Registrant and WorldInvest Limited./7/ (7) Distribution Agreement between Registrant and SEI Financial Services Company/8/ (8) Not Applicable (9)(a) Custodian Agreement between Registrant and State Street Bank and Trust Company/9/ (9)(b) Form of Custodian Agreement between Registrant and The Chase Manhattan Bank, N.A./10/ (10)(a) Distribution Plan (Class D)/11/ (10)(b) Form of Distribution Plan (Core International Equity Portfolio Class A)/12/ (10)(c) Form of Distribution Plan (International Fixed Income Portfolio)/12/ (10)(d) Rule 18f-3 Multiple Class Plan* (11) Opinion and Consent of Counsel* (12) Tax opinion of Counsel* (13) Not Applicable (14) Consent of Independent Accountants* (15) Not Applicable (16) 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/ (17)(a) Class A Prospectus dated August 31, 1995* (17)(b) Class D Prospectus dated August 31, 1995* (17)(c) Statement of Additional Information dated June 28, 1995, as amended August 31, 1995* (17)(d) 1995 Annual Report to Shareholders* (17)(e) Proxy Cards* (17)(f) Rule 24F-2 Notice for the fiscal year ended February 28, 1995* _________________ * 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 12 Incorporated herein by reference to Post-Effective Amendment No. 19 to Registrant's Registration Statement on Form N-1A (File No. 33-22821), filed with the SEC on April 28, 1995 Item 17. Undertakings. ------------ (1) The registrant agrees that prior to any public reoffering of the securities registered through the use of a prospectus which is a part of this registration statement by any person or party who is deemed to be an underwriter within the meaning of Rule 145(c) of the Securities Act of 1933, the reoffering prospectus will contain the information called for by the applicable registration form for reofferings by persons who may be deemed underwriters, in addition to the information called for by the other items of the applicable form. (2) The registrant agrees that every prospectus that is filed under paragraph (1) above will be filed as a part of an amendment to the registration statement and will not be used until the amendment is effective, and that, in determining any liability under the Securities Act of 1933, each post-effective amendment shall be deemed to be a new registration statement for the securities offered therein, and the offering of the securities at that time shall be deemed to be the initial bona fide offering of them. SIGNATURES As required by the Securities Act of 1933, this Registration Statement has been signed on behalf of the Registrant, in the city of Wayne, Commonwealth of Pennsylvania on the 21st day of December, 1995. SEI INTERNATIONAL TRUST By /s/ David G. Lee ----------------------- David G. Lee, President ATTEST: /s/ Jeffrey A. Cohen - ---------------------------- Jeffrey A. Cohen, Controller & Chief Financial Officer As required by the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacity on the dates indicated. * Trustee December 21, 1995 - ------------------------------ Richard F. Blanchard * Trustee December 21, 1995 - ------------------------------ William M. Doran * Trustee December 21, 1995 - ------------------------------ F. Wendell Gooch * Trustee December 21, 1995 - ------------------------------ Frank E. Morris * Trustee December 21, 1995 - ------------------------------ James M. Storey * Trustee December 21, 1995 - ------------------------------ Robert A. Nesher /s/ Jeffrey A. Cohen Controller & Chief December 21, 1995 - ------------------------------ Financial Officer Jeffrey A. Cohen *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) Agreement and Plan of Reorganization and Liquidation filed herewith as Exhibit A to the Prospectus/Proxy Statement set forth as Part A of the Registration Statement in Form N-14 (5) Not Applicable (6)(a) Management Agreement between Registrant and SEI Financial Management Company/2/ (6)(b) Form of Investment Advisory Agreement between Registrant and Brinson Partners, Inc./3/ (6)(c) Form of Investment Advisory Agreement between Registrant and Strategic Fixed Income L.P./4/ (6)(d) Schedule C to Management Agreement between Registrant and SEI Financial Management Company adding the International Fixed Income Portfolio/5/ (6)(e) Form of Investment Advisory Agreement between Registrant and Morgan Grenfell Investment Services Ltd./6/ (6)(f) Form of Investment Advisory Agreement between Registrant and Schroder Capital Management International Limited/6/ (6)(g) Form of Investment Advisory Agreement between Registrant and SEI Financial Management Corporation./7/ (6)(h) Form of Investment Sub-Advisory Agreement between Registrant and Strategic Fixed Income L.P./7/ (6)(i) Form of Investment Sub-Advisory Agreement between Registrant and Morgan Grenfell Investment Services Ltd./7/ (6)(j) Form of Investment Sub-Advisory Agreement between Registrant and Schroder Capital Management International Limited/7/ (6)(k) Investment Sub-Advisory Agreement between Registrant and Montgomery Asset Management L.P./7/ (6)(l) Investment Sub-Advisory Agreement between Registrant and Acadian Asset Management, Inc./7/ (6)(m) Investment Sub-Advisory Agreement between Registrant and WorldInvest Limited./7/ (7) Distribution Agreement between Registrant and SEI Financial Services Company/8/ (8) Not Applicable (9)(a) Custodian Agreement between Registrant and State Street Bank and Trust Company/9/ (9)(b) Form of Custodian Agreement between Registrant and The Chase Manhattan Bank, N.A./10/ (10)(a) Distribution Plan (Class D)/11/ (10)(b) Form of Distribution Plan (Core International Equity Portfolio Class A)/12/ (10)(c) Form of Distribution Plan (International Fixed Income Portfolio)/12/ (10)(d) Rule 18f-3 Multiple Class Plan* (11) Opinion and Consent of Counsel* (12) Tax opinion of Counsel* (13) Not Applicable (14) Consent of Independent Accountants* (15) Not Applicable (16) 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/ (17)(a) Class A Prospectus dated August 31, 1995* (17)(b) Class D Prospectus dated August 31, 1995* (17)(c) Statement of Additional Information dated June 28, 1995, as amended August 31, 1995* (17)(d) 1995 Annual Report to Shareholders* (17)(e) Proxy Cards* (17)(f) Rule 24F-2 Notice for the fiscal year ended February 28, 1995*
_________________ * 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 12 Incorporated herein by reference to Post-Effective Amendment No. 19 to Registrant's Registration Statement on Form N-1A (File No. 33-22821), filed with the SEC on April 28, 1995. EX-99.10.D 2 RULE 18F-3 MULTIPLE CLASS PLAN Exhibit 10(d) SEI International Trust Rule 18f-3 Multiple Class Plan December 22, 1995 Introduction SEI International Trust (the "Trust"), a registered investment company that currently consists of five (5) separately managed portfolios (the Core International Equity Portfolio, European Equity Portfolio, Pacific Basin Equity Portfolio, Emerging Markets Equity Portfolio and International Fixed Income Portfolio) and that may consist of additional portfolios in the future as listed on Schedule A hereto (each a "Portfolio" and, collectively, the "Portfolios"), have elected to rely on Rule 18f-3 under the Investment Company Act of 1940, as amended (the "1940 Act") in offering multiple classes of units of beneficial interest ("shares") in each Portfolio. The Plan sets forth the differences among classes, including shareholder services, distribution arrangements, expense allocations, and conversion or exchange options. A. Attributes of Share Classes The rights of each existing class of the Portfolios (i.e., ---- Institutional and Retail Classes) shall be as set forth in the resolutions and related materials of the Trust's Board adopted pursuant to the order dated September 9, 1993, obtained by SEI Liquid Asset Trust, et al. (Inv. Co. Act -- --- Release No. IC-19698), and attached hereto as Exhibits A - C. With respect to any class of shares of a Portfolio created after the date hereof, each share of a Portfolio will represent an equal pro rata interest --- ---- in the Portfolio and will have identical terms and conditions, except that: (i) each new class will have a different class name (or other designation) that identifies the class as separate from any other class; (ii) each class will separately bear any distribution expenses ("distribution fees") in connection with a plan adopted pursuant to Rule 12b-1 under the 1940 Act (a "Rule 12b-1 Plan"), and will separately bear any non-Rule 12b-1 Plan service payments ("service fees") that are made under any servicing agreement entered into with respect to that class; (iii) each class may bear, consistent with rulings and other published statements of position by the Internal Revenue Service, the expenses of the Portfolio's operations which are directly attributable to such class ("Class Expenses"); and (iv) shareholders of the class will have exclusive voting rights regarding the Rule 12b-1 Plan and the servicing agreements to such class, and will have separate voting rights on any matter submitted to shareholders in which the interests of that class differ from the interests of any other class. B. Expense Allocations Expenses of each existing class and of each class created after the date hereof shall be allocated as follows: (i) distribution and shareholder servicing payments associated with any Rule 12b-1 Plan or servicing agreement relating to each class of shares are (or will be) borne exclusively by that class; (ii) any incremental transfer agency fees relating to a particular class are (or will be) borne exclusively by that class; and (iii) class expenses relating to a particular class are (or will be) borne exclusively by that class. Until and unless changed by the Board, the methodology and procedures for calculating the net asset value of the various classes of shares and the proper allocation of income and expenses among the various classes of shares shall be as set forth in the "Report" rendered by Price Waterhouse LLP. C. Amendment of Plan; Periodic Review This Plan must be amended to properly describe (through additional exhibits hereto or otherwise) each new class of shares approved by the Board after the date hereof. The Board of the Trust, including a majority of the independent Trustees, must periodically review this Plan for its continued appropriateness, and must approve any material amendment of the Plan as it relates to any class of any Portfolio covered by the Plan. DISTRIBUTION PLAN Retail Class ------------------------- 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 and the owners of units of beneficial interest ("Shareholders") in the Trust; NOW, THEREFORE, the Trustees of the Trust hereby adopt this Distribution Plan pursuant to Rule 12b-1 under the 1940 Act. Section 1. The Trust has adopted this Retail Class Distribution Plan ---------- ("Plan") to enable the Trust to directly or indirectly bear expenses relating to the distribution of Retail Class securities of which the Trust is the issuer. Section 2. The Trust may incur expenses for the items stipulated in ---------- Section 3 of this Plan, provided that in no event shall the Trust incur expenses that exceed an annual rate of .30% of the Trust's average daily net assets during any fiscal year of the Trust. All expenditures pursuant to this Plan shall be made only pursuant to authorization by the President, any Vice President or the Treasurer of the Trust. If there should be more than one series of Trust 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 of up to .30% of the Retail Class Portfolios' average daily net assets as compensation for its services. The Distributor may use its fee to make payments to financial institutions and intermediaries, including affiliates and subsidiaries of the Distributor, as compensation for services or reimbursement of expenses incurred in connection with distribution assistance or provision of shareholder services. The actual fee paid will be negotiated based on the extent and quality of services provided. Section 3. Expenses permitted pursuant to this Plan shall include, and be ---------- limited to, the following: (a) The incremental printing costs incurred in producing 1 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; 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 on 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 Trust's outstanding voting securities. Section 8. All agreements with any person relating to implementation of ---------- this Plan shall be in writing, and any agreement related to this Plan shall provide (a) that such agreement may be terminated at any time, without payment of any penalty, by the vote of a majority of the Qualified Trustees 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. 2 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 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 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 and the owners of units of beneficial interest ("Shareholders") in the Trust; NOW, THEREFORE, the Trustees of the Trust hereby adopt this Distribution Plan pursuant to Rule 12b-1 under the 1940 Act. Section 1. The Trust has adopted this 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: (a) The incremental printing costs incurred in producing 1 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; 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 Trust's outstanding voting securities. Section 8. All agreements with any person relating to implementation of ---------- this Plan shall be in writing, and any agreement related to this Plan shall provide (a) that such agreement may be terminated at any time, without payment of any penalty, by the vote of a majority of the Qualified Trustees 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. 2 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 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 --------- International Portfolio . . . . . . . . . . . . . . . . . . . . . .30% 4 DISTRIBUTION PLAN SEI INTERNATIONAL TRUST WHEREAS, SEI International Trust (the "Trust") is engaged in business as a diversified, open-end management investment company registered under the Investment Company Act of 1940, as amended ("1940 Act"); and WHEREAS, the Trustees of the Trust have determined that there is a reasonable likelihood that the following distribution plan will benefit the Trust and the owners of units of beneficial interest ("Unitholders") of the Trust. NOW, THEREFORE, the Trustees of the Trust hereby adopt this distribution plan pursuant to Rule 12b-1 under the 1940 Act. Section 1. The Trust has adopted this distribution plan the ("Plan") to ---------- enable the Trust to directly or indirectly bear expenses relating to the distribution of securities of which the Trust is the issuer. Section 2. The Trust may incur expenses for the items stipulated in ---------- Section 3 of this Plan, provided that in no event shall the Trust incur expenses that exceed an annual rate of .30% of the Trust's average daily net assets during any fiscal year of the Trust. All expenditures pursuant to this Plan shall be made only pursuant to authorization by the President, any Vice President or the Treasurer of the Trust. If there should be more than one series of Trust units, expenses incurred pursuant to this Plan shall be allocated among the several series of the Trust on the basis of their relative net asset values, unless otherwise determined by a majority of the Qualified Trustees (hereinafter defined). Section 3. Expenses permitted pursuant to this Plan shall include, and be ---------- limited to, the following: (a) the incremental printing costs incurred in producing for and distributing to persons other than current Unitholders of the Trust, the reports, prospectuses, notices and similar materials that are prepared by the Trust for current Unitholders; (b) the cost of complying with state and federal laws pertaining to the distribution of the Trust's units; (c) advertising; (d) the costs of preparing, printing and distributing any literature used in connection with the offering of the Trust's units and not covered by Section 3(a) of this Plan; and (e) expenses incurred in connection with the promotion and sale of the Trust's units including, without limitation, travel and communication expenses and expenses for the compensation of and benefits for sales personnel. Section 4. This Plan shall not take effect until it has been approved (a) ---------- by a vote of at least a majority of the Unitholders holding an outstanding voting securities of the Trust; and (b) together with any related agreements, by votes of the majority of both (i) the Trustees of the Trust and (ii) the Qualified Trustees, (hereinafter defined), cast in person at a Board of Trustees meeting called for the specific purpose of voting on this Plan or such agreement. Section 5. This Plan shall continue in effect for a period of more than ---------- one year after it takes effect only for so long as such continuance is specifically approved at least annually in the manner provided in Part (b) of Section 4 herein for the approval of this Plan. Section 6. Any person authorized to direct the disposition of monies paid --------- or payable by the Trust pursuant to this Plan or any related agreement shall provide to the Trustees of the Trust, at least quarterly, a written report of the amounts so expended and the purposes for which such expenditures were made. Section 7. This Plan may be terminated at any time by the vote of a ---------- majority of the Qualified Trustees (hereinafter defined) or by vote of a majority of the Trust's outstanding voting securities. Section 8. All agreements with any person relating to implementation of ---------- this Plan shall be in writing, and any agreement related to this Plan shall provide (a) that such agreement may be terminated at any time, without payment of any penalty, by the vote of a majority of the Qualified Trustees (hereinafter defined) or by the vote of Unitholders holding a majority of the Trust's outstanding voting securities, on not more than sixty (60) days written notice to any other party to the agreement; and (b) that such agreement shall terminate automatically in the event of its assignment. Section 9. This Plan may not be amended to increase materially the --------- amount of distribution expenses permitted pursuant to Section 2 hereof without the approval of Unitholders holding a majority of the outstanding voting securities of the Trust, and all material amendments to this Plan shall be approved in the manner provided in Part (b) of Section 4 herein for the approval of this Plan. Section 10. As used in this Plan, (a) the term "Qualified Trustees" shall ---------- mean those Trustees of the Trust who are not interested persons of the Trust, and have no direct or indirect financial interest in the operation of this Plan or any agreements related to it, and (b) the terms "assignment" and "interested person" shall have the respective meanings specified in the 1940 Act and the rules and regulations thereunder, subject to such exemptions as may be granted by the Securities and Exchange Commission. Section 11. Nothing in this Plan shall operate or be construed to limit ---------- the extent to which the Trust's Sponsor, Manager, Distributor, or Investment Administrator or any other person, other than the Trust, may incur costs out of their own monies and bear expenses associated with the distribution of securities of which the Trust is the issuer. Section 12. While this Plan is in effect, the selection and nomination of ---------- those Trustees who are not interested persons of the Trust within the meaning of Section 2(a)(19) of the 1940 Act shall be committed to the discretion of the Trustees then in office who are not interested persons of the Trust. Section 13. This Plan shall not obligate the Trust or any other party to ---------- enter into an agreement with any particular person. VOTED: That the form of Distribution Plan presented to this meeting be and it hereby is approved in accordance with Rule 12b-1 under the Investment Company Act of 1940; provided, however, that such approval shall not be effective unless said Plan shall have been approved by a majority of the outstanding units of beneficial interest of the Trust following the initial issuance of the units of the Trust. FURTHER That, in accordance with the Distribution Plan, and for so long as such VOTED: Plan is in effect, the selection and nomination of non-interested Trustees shall be committed to such non-interested Trustees as are then serving on the Board. FURTHER That the Trust's distribution expense budget for the period ending VOTED: December 31, 1989 presented to this meeting be and the same hereby is approved. VOTED: That the officers of the Trust be and they hereby are authorized to seek an amendment to the exemptive order previously granted to the Trusts in order to permit the establishment and offering of a third class of shares with no Rule 12b-1 plan and to impose a sales load in connection with certain sales, and that all actions previously taken in this regard by Trust officers be, and it hereby is, ratified. Said officers are further authorized to file such amendments to such application as may be necessary and appropriate. SEI DAILY INCOME TRUST SEI INTERNATIONAL TRUST Addition of a Class D to Certain Portfolios VOTED: That the units of beneficial interest of each of the International Fixed Income, European Equity, Pacific Basin Equity and Emerging Markets Equity Portfolios of SEI International Trust and the Corporate Daily Income Portfolio of SEI Daily Income Trust (collectively, the "Portfolios") be, and they hereby are, further divided into an indefinite number of units entitled Class D; VOTED: That the Distribution Plans for the Class D shares of SEI International Trust and SEI Daily Income Trust (the "Trusts") previously submitted to the Board of Trustees be, and they hereby are, adopted by each of the Portfolios in accordance with Rule 12b-1 under the Investment Company Act of 1940; VOTED: That SEI Financial Services Company be, and it hereby is, appointed to serve as Distributor of units of beneficial interest of Class D of each of the Portfolios under the terms and conditions set forth in the Distribution Agreement previously approved by the Board of Trustees; VOTED: That the officers of the Trusts be, and they hereby are, authorized to issue 10 units of beneficial interest in Class D units of each of the Portfolios to SEI Financial Management Corporation upon payment by that company of the sum of $1.00 for each unit into an account for the appropriate Portfolio; VOTED: That the Distribution Plans be submitted for approval to SEI Financial Management Corporation as the sole initial holder of Class D units of each Portfolio; and VOTED: That the officers of the Trusts be, and they hereby are, authorized to take all further steps in accordance with the purpose and intent of the foregoing to effect the offering of Class D shares at such time as the Distributor may deem appropriate. SEI INSTITUTIONAL MANAGED TRUST SEI CASH + PLUS TRUST SEI TAX EXEMPT TRUST SEI LIQUID ASSET TRUST SEI INTERNATIONAL TRUST VOTED: That the modified form of each Distribution Plan for the ProVantage Funds be, and each hereby is, adopted by each Trust in accordance with Rule 12b-1 under the Investment Company Act of 1940. SEI LIQUID ASSET TRUST SEI TAX EXEMPT TRUST SEI DAILY INCOME TRUST SEI INDEX FUNDS SEI INSTITUTIONAL MANAGED TRUST SEI INTERNATIONAL TRUST INSURANCE INVESTMENT PRODUCTS TRUST Adoption of a Rule 18f-3 Plan VOTED: That the proper officers of each Trust be, and they hereby are, authorized and directed to file with the Securities and Exchange Commission an amendment to each Trust's Registration Statement on Form N-1A for the purpose of adopting the Rule 18f-3 plan. SEI INTERNATIONAL TRUST AUGUST 31, 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 and amended August 31, 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 an open-end investment management company 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) - --------------------------------------------------------------------------------
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, and certain of the advisers, have waived, on a voluntary basis, a portion of their fee, and the management/advisory fees shown reflect these voluntary waivers. SFM and the advisers each reserve 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, 1.13% for the European Equity Portfolio, 1.20% for the Pacific Basin Equity Portfolio and .90% 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 fee payable by Class A shares for each Portfolio is .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, 1.63% for the European Equity Portfolio, 1.72% for the Pacific Basin Equity Portfolio, 2.85% for the Emerging Markets Equity Portfolio and 1.33% for the International Fixed Income Portfolio. Additional information may be found under "The Advisers," "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 re- turn 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 -- -- 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 Advisers" "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 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 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 issuers 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 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 from SFM calculated on the basis of a percentage of the market value of assets assigned to it. That fee, which is paid monthly, is based on an annual percentage rate of .40% of the first $100 million in assets, .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 Pacific Basin Equity Portfolio's average daily net assets. WORLDINVEST 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 portion of the Portfolio's 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. 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. 18 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 each Portfolio 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 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. 19 PROSPECTUS AUGUST 31, 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 and amended August 31, 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 an open-end investment management com- pany that offers shareholders a convenient means of investing their funds in one or more professionally managed diversified and non-diversified portfolios of securities. The Core International Equity Portfolio, European Equity Portfo- lio, Pacific Basin Equity Portfolio, Emerging Markets Equity Portfolio and In- ternational 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 allo- cation of certain distribution 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 or- ganizations. This Prospectus offers the Class D 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 THE OF PRINCIPAL AMOUNT IN- VESTED. - ---------------------------------------------------------------------- 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, and certain of the advisers, have waived on a voluntary basis, a portion of their fee, and the management/advisory fees shown reflect these voluntary waivers. SFM and the advisers each reserve 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, 1.13% for the European Equity Portfolio, 1.20% for the Pacific Basin Equity Portfolio and .90% 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 fee 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, 2.03% for the European Equity Portfolio, 2.12% for the Pacific Basin Equity Portfolio, 3.25% for the Emerging Markets Equity Portfolio and 1.73% for the International Fixed Income Portfolio. Additional information may be found under "The Advisers," 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 -- -- 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 Advisers," "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 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 have served 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 from SFM calculated on the basis of a percentage of the market value of assets assigned to it. That fee, which is paid monthly, is based on an annual percentage rate of .40% of the first $100 million in assets, .30% of the next $50 million in assets, and .20% of assets in excess of $150 million. 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 portion of the Portfolio's 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. 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"). 22 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 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. 23 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 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. 24 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 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 variations in distribution and transfer agent costs, voting rights, dividends, and the imposition of a sales charge on Class D Shares. This Prospectus offers the Class D shares of the Trust's 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 30 EX-99.11 3 LEGAL OPINION Exhibit 11 [LETTERHEAD OF MORGAN, LEWIS & BOCKIUS LLP] December 19, 1995 SEI International Trust 680 East Swedesford Road Wayne, Pennsylvania 19087-1658 Re: Units of Beneficial Interest ("Shares") of the SEI International Trust --------------------------------------- Ladies and Gentlemen: We refer to the Registration Statement on Form N-14 (SEC File No. 33-______) (the "Registration Statement") of the SEI International Trust (the "Trust") relating to the registration of an indefinite number of units of beneficial interest of the Trust (collectively, the "Shares"). We have been requested by the Fund to furnish this opinion as Exhibit 11 to the Registration Statement. We have examined such records, documents, instruments, certificates of public officials and of the Trust, made such inquiries of the Trust, and examined such questions of law as we have deemed necessary for the purpose of rendering the opinion set forth herein. We have assumed the genuineness of all signatures and the authenticity of all items submitted to us as originals and the conformity with originals of all items submitted to us as copies. Based upon and subject to the foregoing, we are of the opinion that: The issuance and sale of the Shares by the Trust have been duly and validly authorized by all appropriate action and, upon delivery thereof and payment therefor in accordance with the Registration Statement, the Shares will be duly authorized, validly issued, fully paid and nonassessable by the Trust. We have not reviewed the securities laws of any state or territory in connection with the proposed offering of Shares and December 19, 1995 Page 2 we express no opinion as to the legality of any offer of sale of Shares under any such state or territorial securities laws. This opinion is intended only for your use in connection with the offering of Shares and may not be relied upon by any other person. We hereby consent to the inclusion of this opinion as an exhibit to the Trust's Registration Statement to be filed with the Securities and Exchange Commission. Very truly yours, /s/ Morgan Lewis & Bockius LLP EX-99.12 4 TAX OPINION OF COUNSEL Exhibit 12 December 19, 1995 SEI International Trust 680 Swedesford Road Wayne, PA 19087 Gentlemen: This opinion is being delivered to you in connection with the Agreement and Plan of Reorganization dated December 4, 1995, among the International Equity Portfolio, the European Equity Portfolio, and the Pacific Basin Equity Portfolio (the "Agreement"). Each of the International Equity Portfolio, the European Equity Portfolio and the Pacific Basin Equity Portfolio (each a "Portfolio") are separate investment portfolio's of the SEI International Trust. Each Portfolio is taxable as a regulated investment company under subchapter M of the Internal Revenue Code of 1986, as amended (the "Code"). Pursuant to the Agreement, the following transactions will occur: (1) both the European Equity Portfolio and the Pacific Basin Equity Portfolio will transfer all of their assets and liabilities to the International Equity Portfolio in exchange for shares of the International Equity Portfolio; (2) both the European Equity Portfolio and the Pacific Basin Equity Portfolio will distribute the International Equity Portfolio shares received to their respective shareholders in liquidation; and (3) both the European Equity Portfolio and Pacific Basin Equity Portfolio will be terminated under state law (together, the "Reorganization"). Except as otherwise provided, capitalized terms referred to herein have the meanings set forth in the Agreement. All section references, unless otherwise indicated, are to the Code. We have acted as legal counsel to the SEI International Trust and each of the Portfolio's in connection with the Reorganization. As such, and for the purpose of rendering this opinion, we have examined and are relying upon (without any independent SEI International Trust December 19, 1995 Page 2 investigation or review thereof) the truth and accuracy, at all relevant times, of the statements, covenants, representations and warranties contained in the following documents: A. The Agreement; B. The Registration Statement on Form N-14 (File No. - ), including the Joint Proxy Statement/Prospectus included therein (the "Registration Statement"); and C. Such other instruments and documents related to the formation, organization and operation of the European Equity Portfolio, the Pacific Basin Equity Portfolio, and the International Equity Portfolio or to the consummation of the Reorganization and the transactions contemplated thereby as we have deemed necessary or appropriate. In preparing our opinion we have reviewed such federal income tax authority as we deemed relevant under the circumstances. Further, for purposes of this opinion, we have assumed, with your permission and without independent investigation, the following: 1. Original documents (including signatures) are authentic, documents submitted to us as copies conform to the original documents, and there has been (or will be by the Effective Time of the Reorganization) due execution and delivery of all documents where due execution and delivery are prerequisites to effectiveness thereof. 2. The total fair market value of the International Equity Portfolio Shares received by European Equity Portfolio or Pacific Basin Equity Portfolio shareholders will be approximately equal to the fair market value of the European Equity Portfolio or Pacific Basin Equity Portfolio Shares surrendered in the Reorganization. 3. The International Equity Portfolio will acquire at least 90% of the fair market value of the net assets and at least 70% of the fair market value of the gross assets held by each of the European Equity Portfolio and Pacific Basin Equity Portfolio immediately prior to the Reorganization. 4. To the best knowledge of the management of the European Equity Portfolio and the Pacific Basin Equity Portfolio, SEI International Trust December 19, 1995 Page 3 there is no plan or intention on the part of either the European Equity Portfolio or the Pacific Basin Equity Portfolio shareholders, respectively, to sell, exchange, or otherwise dispose of a number of International Equity Portfolio Shares received in the Reorganization that would reduce either the European Equity Portfolio or the Pacific Basin Equity Portfolio shareholders' ownership of International Equity Portfolio Shares to a number of shares having a value, as of the date of the Reorganization, of less than 50 percent of the value of all the formerly outstanding European Equity Portfolio or Pacific Basin Equity Portfolio Shares as of the same date. 5. The International Equity Portfolio has no plan or intention to reacquire any of the International Equity Portfolio Shares issued in the Reorganization or to make any extraordinary distribution in respect of its capital stock. 6. The International Equity Portfolio has no plan or intention to sell or otherwise dispose of any of the assets of the European Equity Portfolio or the Pacific Basin Equity Portfolio acquired in the transaction, except for dispositions made in the ordinary course of business or transfers described in section 368(a)(2)(C) of the Internal Revenue Code. 7. Each of the European Equity Portfolio and the Pacific Basin Equity Portfolio will distribute the stock, securities and other property it receives in the transaction, and its other properties, in pursuance of the plan of reorganization. 8. The liabilities of the European Equity Portfolio or the Pacific Basin Equity Portfolio assumed by the International Equity Portfolio as a result of the Reorganization and the liabilities to which the transferred assets of the European Equity Portfolio or the Pacific Basin Equity Portfolio are subject were incurred by the European Equity Portfolio or the Pacific Basin Equity Portfolio in the ordinary course of its business. 9. Following the Reorganization, the International Equity Portfolio will continue the historic business of the European Equity Portfolio and the Pacific Basin Equity Portfolio or use a significant portion of the European Equity Portfolio and the Pacific Basin Equity Portfolio's historic business assets in a business. SEI International Trust December 19, 1995 Page 4 10. The International Equity Portfolio, the European Equity Portfolio, the Pacific Basin Equity Portfolio and the European Equity Portfolio and Pacific Basin Equity Portfolio shareholders will each pay their respective expenses, if any, incurred in connection with the transaction. 11. There is no intercorporate indebtedness existing between either the European Equity Portfolio or the Pacific Basin Equity Portfolio and the International Equity Portfolio that was issued, acquired or will be settled at a discount. 12. Neither the European Equity Portfolio nor the Pacific Basin Equity Portfolio is under the jurisdiction of a court in a Title 11 or similar case within the meaning of Section 368(a)(3)(A) of the Code. 13. The International Equity Portfolio does not own, directly or indirectly, nor has it owned during the past five years, directly or indirectly, any stock of the European Equity Portfolio or the Pacific Basin Equity Portfolio. 14. The fair market value of the assets of the European Equity Portfolio and the Pacific Basin Equity Portfolio transferred to the International Equity Portfolio will equal or exceed the sum of the liabilities assumed by the International Equity Portfolio, plus the amount of liabilities, if any, to which the transferred assets are subject. Based on the foregoing items and subject to the assumptions, exceptions, limitations and qualifications set forth herein, we are of the opinion that, for federal income tax purposes: A. The Reorganization will constitute a "reorganization" within the meaning of Section 368(a) of the Code; B. No gain or loss will be recognized to the European Equity Portfolio or the Pacific Basin Equity Portfolio shareholders upon receipt of International Equity Portfolio Shares in liquidation of their the European Equity Portfolio Shares or Pacific Basin Equity Portfolio Shares pursuant to the Reorganization; SEI International Trust December 19, 1995 Page 5 C. To the extent that they hold their the European Equity Portfolio or the Pacific Basin Equity Portfolio Shares as capital assets, the European Equity Portfolio or the Pacific Basin Equity Portfolio shareholders receiving International Equity Portfolio Shares pursuant to the Reorganization will include their holding period for the European Equity Portfolio or the Pacific Basin Equity Portfolio Shares in computing their holding periods for such International Equity Portfolio Shares; and D. The tax basis of the International Equity Portfolio shares received by the European Equity Portfolio or the Pacific Basin Equity Portfolio shareholders in the Reorganization will be the same as the tax basis such shareholders had in their Pacific Basin Equity Portfolio or European Equity Portfolio shares prior to the Reorganization. In addition to the assumptions set forth above, this opinion is subject to the exceptions, limitations and qualifications set forth below. 1. This opinion represents and is based upon our best judgment regarding the application of federal income tax laws arising under the Code, existing judicial decisions, administrative regulations and published rulings and procedures. Our opinion is not binding upon the Internal Revenue Service or the courts, and there is no assurance that the Internal Revenue Service will not assert a contrary position. Furthermore, no assurance can be given that future legislative, judicial or administrative changes, on either a prospective or retroactive basis, will not adversely affect the accuracy of the conclusions stated herein. Nevertheless, we undertake no responsibility to advise you of any new developments in the application or interpretation of the federal income tax laws. 2. No opinion is expressed as to any transaction other than the Reorganization as described in the Agreement or to any transaction whatsoever, including the Reorganization, if all the transactions described in the Agreement are not consummated in accordance with the terms of such Agreement and without waiver or breach of any material provision thereof or if all of the representations, warranties, statements and assumptions upon which we relied are not true and accurate at all relevant times. In the event any one of the statements, representations, warranties or assumptions upon which we have relied to issue this SEI International Trust December 19, 1995 Page 6 opinion is incorrect, our opinion might be adversely affected and may not be relied upon. 3. This opinion has been delivered to you for the purpose of complying with Securities and Exchange Commission requirements relating to the offering of the International Equity Portfolio Shares. We consent to the use of this opinion as an exhibit to the Registration Statement to register the International Equity Portfolio Shares to be issued to the European Equity Portfolio or the Pacific Basin Equity Portfolio shareholders in connection with the Reorganization, and further consent to the use of our name wherever appearing in the Registration Statement, including the Prospectus constituting a part thereof, and any amendment thereto. In giving such opinion, we do not thereby admit that we are acting within the category of persons whose consent is required under Section 7 of the Securities Act of 1933, as amended, or the rules or regulations of the Securities and Exchange Commission thereunder. Very truly yours, /s/ Morgan, Lewis & Bockius LLP EX-99.14 5 CONSENT PRICE WATERHOUSE Exhibit 14 CONSENT OF INDEPENDENT ACCOUNTANTS We hereby consent to the incorporation by reference in the Combined Prospectus/Proxy Statement and the Statement of Additional Information, constituting parts of this Registration Statement on Form N-14, of our report dated April 11, 1995 relating to the financial statements, including the financial highlights, appearing in the February 28, 1995 Annual Report to Shareholders of SEI International Trust, which is also incorporated by reference into the Registration Statement. We also consent to the reference to us under the headings "Financial Highlights", "Additional Information" and "Financial Statements and Experts" in the Combined Prospectus/Proxy Statement and "Financial Statements" in the Statement of Additional Information. /s/ Price Waterhouse LLP PRICE WATERHOUSE LLP Philadelphia, PA December 22, 1995 EX-99.17.A 6 CLASS A PROSPECTUS SEI INTERNATIONAL TRUST AUGUST 31, 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 and amended August 31, 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 an open-end investment management company 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) - --------------------------------------------------------------------------------
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, and certain of the advisers, have waived, on a voluntary basis, a portion of their fee, and the management/advisory fees shown reflect these voluntary waivers. SFM and the advisers each reserve 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, 1.13% for the European Equity Portfolio, 1.20% for the Pacific Basin Equity Portfolio and .90% 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 fee payable by Class A shares for each Portfolio is .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, 1.63% for the European Equity Portfolio, 1.72% for the Pacific Basin Equity Portfolio, 2.85% for the Emerging Markets Equity Portfolio and 1.33% for the International Fixed Income Portfolio. Additional information may be found under "The Advisers," "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 re- turn 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 -- -- 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 Advisers" "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 2/28/95 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 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 issuers 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 Baa or higher by 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 Portfolio'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 may 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 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 adviser. 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 adviser's 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 adviser 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 adviser does 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 adviser determines 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 by S&P or Baa by Moody's 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. The Core International Equity, European Equity, Pacific Basin Equity and Emerging Markets Equity Portfolios may not: 1. With respect to 75% of its total assets, (i) purchase securities of any issuer (except securities issued or guaranteed by the United States Government, its agencies or instrumentalities) if, as a result, more than 5% of its total assets would be invested in the securities of such issuer; or (ii) acquire more than 10% of the outstanding voting securities of any one issuer. 2. Purchase any securities which would cause more than 25% of its total assets to be invested in the securities of one or more issuers conducting their principal business activities in the same industry, provided that this limitation does not apply to investments in securities issued or guaranteed by the United States Government, its agencies or instrumentalities. 3. Borrow money in an amount exceeding 33 1/3% of the value of its total assets, provided that, for purposes of this limitation, investment strategies which either obligate a Portfolio to purchase securities or require a Portfolio to segregate assets are not considered to be borrowings. To the extent that its borrowings exceed 5% of its assets, (i) all borrowings will be repaid before making additional investments and any interest paid on such borrowings will reduce income, and (ii) asset coverage of at least 300% is required. The International Fixed Income Portfolio may not: 1. Purchase any securities which would cause more than 25% of the total assets of the Portfolio to be invested in the securities of one or more issuers conducting their principal business activities in the same industry, provided that this limitation does not apply to investments in obligations issued or guaranteed by the United States Government or its agencies and instrumentalities. 2. Borrow money except for temporary or emergency purposes and then only in an amount not exceeding 10% of the value of the total assets of the Portfolio. This borrowing provision is included solely to facilitate the orderly sale of portfolio securities to accommodate substantial redemption requests if they should occur and is not for investment purposes. All borrowings will be repaid before making additional investments for the Portfolio and any interest paid on such borrowings will reduce the income of the Portfolio. For purposes of the industry concentration limitations discussed above, these definitions apply to each Portfolio, and for purposes of the International Fixed Income Portfolio, these limitations form part of the fundamental limitation: (i) utility companies will be divided according to their services, for example, gas, gas transmission, electric and 12 telephone will each be considered a separate industry; (ii) financial service companies will be classified according to end users of their services, for example, automobile finance, bank finance and diversified finance will each be considered a separate industry; (iii) supranational agencies will be deemed to be issuers conducting their principal business activities in the same industry; and (iv) governmental issuers within a particular country will be deemed to be conducting their principal business in the same industry. The foregoing percentage limitations 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. SFM also serves as transfer agent (the "Transfer Agent") to certain classes of 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, .65% of the average daily net assets of the European Equity, Pacific Basin Equity and Emerging Markets Equity Portfolios 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 at any time in its sole discretion. The management and advisory fees for each Portfolio are higher than that paid by most mutual funds; however, the fees are competitive with fees paid by most mutual funds with similar investment objectives and policies. 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 ADVISERS ___________________________________________________________________ Under advisory agreements with the Trust (the "Advisory Agreements") SFM acts as the investment adviser for the Core International Equity, European Equity, Pacific Basin Equity and Emerging Markets Equity Portfolios and Strategic Fixed Income L.P. acts as the investment adviser for the International Fixed Income Portfolio. These investment advisers 13 are referred herein collectively as the "Advisers" and individually as an "Adviser." Under the Advisory Agreements, the Advisers are authorized to make investment decisions for the assets of the Portfolios, and to continuously review, supervise and administer the Portfolios' investment program. In addition, 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. SFM is also responsible for managing the allocations 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 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 acts as the investment adviser for the Core MANAGEMENT International Equity, European Equity, Pacific Basin Equity CORPORATION and Emerging Markets Equity Portfolios. SFM is a wholly- owned subsidiary of SEI Corporation ("SEI"), a financial services company located in Wayne, Pennsylvania. 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 14 advisers. SFM currently serves as manager or administrator to more than 26 investment companies, including more than 220 portfolios, which investment companies had 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 and 1.05% of the Emerging Markets Equity 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%. STRATEGIC FIXED Strategic Fixed Income L.P. ("SFI") acts as the investment INCOME L.P. adviser to the International Fixed Income Portfolio. SFI is a limited partnership formed in 1991 under the laws of the State of Delaware, to manage multi-currency fixed income portfolios. The general partner of the firm is 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 has been the portfolio manager of the Portfolio since its inception in 1991. Mr. Windheim is assisted by Gregory Barnett and David Jallits, Directors of SFI and portfolio managers of the Portfolio since April 1994. Prior to forming SFI, Kenneth Windheim 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. Prior to joining SFI, David Jallits was Senior Portfolio Manager for a hedge fund at Teton Partners. From 1982 to 1994, he was Vice President and Global Fixed Income Portfolio Manager at The Putnam Companies. SFI is entitled to a fee, which is calculated daily and paid monthly by the Portfolio, at an annual rate of .30% of the average daily net assets of the International Fixed Income Portfolio. SFI has voluntarily agreed to waive all or a portion of its fee in order to limit the total operating expenses of the Portfolio. SFI reserves the right to terminate its voluntary waiver at any time in its sole discretion. For the fiscal year ended February 28, 1995, the Portfolio paid advisory fees of .25% of its average daily net assets. THE SUB-ADVISERS _______________________________________________________________ ACADIAN ASSET MANAGEMENT, Acadian Asset Management, Inc. ("Acadian") act as a sub- INC. adviser for the Core International Equity Portfolio pursuant to a sub-advisory agreement with SFM. In accordance with the 15 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 $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 Equity 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. 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. 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 from SFM calculated on the basis of a percentage of the market value of assets assigned to it. That fee, which is paid monthly, is based on an annual percentage rate of .90% of the first $50 million in assets and .55% of the assets 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. 16 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 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 1NB. 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 from SFM calculated on the basis of a percentage of the market value of assets assigned to it. That fee, which is paid monthly, is based on an annual percentage rate of .325%.For the fiscal year ended February 28, 1995, MG received an advisory fee of .325% of the European Equity Portfolio's average daily net assets. SCHRODER Schroder Capital Management International Limited ("SC") CAPITAL acts as the investmentsub-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 have served as principal portfolio managers for the Pacific Basin 17 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 from SFM calculated on the basis of a percentage of the market value of assets assigned to it. That fee, which is paid monthly, is based on an annual percentage rate of .40% of the first $100 million in assets, .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 Pacific Basin Equity Portfolio's average daily net assets. WORLDINVEST 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 portion of the Portfolio's 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. 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. 18 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 each Portfolio 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 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. 19 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. In addition, because excessive trading (including short-term "market timing" trading) can hurt a Portfolio's performance, each Portfolio may refuse purchase orders from any shareholder account if the accountholder has been advised that previous purchase and redemption transactions were considered excessive in number or amount. Accounts under common control or ownership, including those with the same taxpayer identification number and those administered so as to redeem or purchase shares based upon certain predetermined market indicators, will be considered one account for this purpose. Purchases will be made in full and fractional shares of the Portfolios calculated to three decimal places. The Trust will send shareholders a statement of shares owned after each transaction. The purchase price of shares is the net asset value next determined after a purchase order is received and accepted by the Trust. The net asset value per share of each Portfolio is determined by dividing the total market value of a Portfolio's investment and other assets, less any liabilities, by the total 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 20 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. 21 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. 22 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. 23 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, acts as Custodian for the assets of the Core International Equity and Emerging Markets Equity Portfolios and The Chase Manhattan Bank, N.A., Chase MetroTech Center, Brooklyn, NY 11245, acts as Custodian for the assets of the European Equity, Pacific Basin Equity and International Fixed Income Portfolios (each a "Custodian" and, together, the "Custodians"). The Custodians hold cash, securities and other assets of the Trust as required by the 1940 24 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 25 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. The International Fixed Income Portfolio may invest in securities rated in the fourth highest category by an NRSRO; such securities, while still investment grade, are considered to have speculative characteristics. The Emerging Markets Equity Portfolio may invest up to 5% of its net assets in securities rated lower than investment grade. Bonds rated below investment grade are often referred to as "junk bonds." Such securities involve greater risk of default or price declines than investment grade securities due to changes in the issuer's creditworthiness and the outlook for economic growth. The market for these securities may be less active, causing market price volatility and limited liquidity in the secondary market. This may limit the Emerging Market Equity Portfolio's ability to sell such securities at their market value. In addition, the market for these securities may be adversely affected by legislative and regulatory developments. Credit quality in the junk bond market can change suddenly and unexpectedly, and even recently issued credit ratings may not fully reflect the actual risks imposed by a particular security. Forward Foreign 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 26 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. A stock index futures contract is a bilateral agreement pursuant to which two parties agree to take or make delivery of an amount of cash equal to a specified dollar amount times the difference between the stock index value at the close of trading of the contract and the price at which the futures contract is originally struck. No physical delivery of the stocks comprising the Index is made; generally contracts are closed out prior to the expiration date of the contract. No price is paid upon entering into futures contracts. Instead, a Portfolio would be required to deposit an amount of cash or U.S. Treasury securities known as "initial margin." Subsequent payments, called "variation margin," to and from the broker, would be made on a daily basis as the value of the futures position varies (a process known as "marking to market"). The margin is in the nature of a performance bond or good-faith deposit on a futures contract. 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 27 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. In order to avoid leveraging and related risks, when a Portfolio purchases futures contracts, it will collateralize its position by depositing an amount of cash or cash equivalents, equal to the market value of the futures positions held, less margin deposits, in a segregated account with the Trust's custodian. Collateral equal to the current market value of the futures position will be marked to market on a daily basis. 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. In addition, the Emerging Markets Equity Portfolio believes that carefully selected investments in joint ventures, cooperatives, partnerships, private placements, unlisted securities and other similar situations (collectively, "special situations") could enhance the Portfolio's capital appreciation potential. 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. 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. A Portfolio also may incur tax liability to the 28 extent it invests in the stock of a foreign issuer that constitutes a "passive foreign investment company." As a shareholder in an investment company, a Portfolio would bear its ratable share of that investment company's expenses, including its advisory and administration fees. In accordance with applicable state regulatory provisions, the advisers have agreed to waive its management fee with respect to the portion of this Portfolio's assets invested in shares of other open-ended investment companies. The Portfolio continues to pay its own management fees and other expenses with respect to their investments in shares of closed-end investment companies. Obligations Supranational entities are entities established through the ofSupranational 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 29 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 ("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 30 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. 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 31 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 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. 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 32 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 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 FloatingRate 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. 33 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. 34 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................................ 13 The Advisers......................... 13
The Sub-Advisers..................... 15 Distribution......................... 18 Purchase and Redemption of Shares.... 20 Performance.......................... 21 Taxes................................ 22 General Information.................. 23 Description of Permitted Investments and Risk Factors..................... 25
EX-99.17.B 7 CLASS D PROSPECTUS PROSPECTUS AUGUST 31, 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 and amended August 31, 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 an open-end investment management com- pany that offers shareholders a convenient means of investing their funds in one or more professionally managed diversified and non-diversified portfolios of securities. The Core International Equity Portfolio, European Equity Portfo- lio, Pacific Basin Equity Portfolio, Emerging Markets Equity Portfolio and In- ternational 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 allo- cation of certain distribution 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 or- ganizations. This Prospectus offers the Class D 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 INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION, THE FEDERAL RESERVE BOARD OR ANY OTHER GOVERNMENT AGENCY. INVESTMENT IN THE SHARES INVOLVES RISK, INCLUDING POSSIBLE LOSS THE OF PRINCIPAL AMOUNT INVESTED. - -------------------------------------------------------------------------------- ................................................................................ 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......................................................... 17 The Advisers............................................................. 18 The Sub-Advisers......................................................... 20 Distribution............................................................. 22 Performance.............................................................. 24 Taxes.................................................................... 25 Additional Information About Doing Business with Us............................................ 26 General Information...................................................... 30 Description of Permitted Investments and Risk Factors............................................ 32
................................................................................ 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 Portfolio seeks to provide International long-term capital appreciation by investing primarily Equity in a diversified portfolio of equity securities of non-U.S. Portfolio issuers. European The European Equity Portfolio seeks to provide long-term Equity capital appreciation by investing primarily in a Portfolio diversified portfolio of equity securities of European issuers. Pacific Basin The Pacific Basin Equity Portfolio seeks to provide Equity long-term capital appreciation by investing primarily Portfolio in a diversified portfolio of equity securities of Pacific Basin issuers. Emerging The Emerging Markets Equity Portfolio seeks to provide Markets Equity capital appreciation by investing primarily in a Portfolio diversified portfolio of equity securities of emerging market issuers. International The International Fixed Income Portfolio seeks to provide Fixed Income capital appreciation and current income through investment Portfolio primarily in high quality, non-U.S. dollar denominated government and corporate fixed income securities or debt obligations. 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 2 ................................................................................ [SYMBOL APPEARS HERE] INVESTMENT PHILOSOPHY Believing that no single investment adviser can deliver outstanding performance in every investment category, only those advisers who have distinguished them- selves within their areas of specialization are selected to advise our mutual 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 for the Core International Equity, European Equity, Pacific Basin Equity and Emerging Markets Equity Portfolios. ACADIAN ASSET MANAGEMENT, INC. and WORLDINVEST LIMITED each serve as an investment subadviser 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 INTERNATIONAL 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 the investment adviser for the International Fixed Income Portfolio. SFM serves as the manager and shareholder servicing agent of the Trust. DST Systems, Inc. acts as the transfer agent (the "Transfer Agent") of the Class D shares of the Trust. SEI Financial Services Company acts as distributor ("Distributor") of the Trust's shares. See "The Manager and Shareholder Servicing Agent," "The Advisers," "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, and certain of the advisers, have waived on a voluntary basis, a portion of their fee, and the management/advisory fees shown reflect these voluntary waivers. SFM and the advisers each reserve 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, 1.13% for the European Equity Portfolio, 1.20% for the Pacific Basin Equity Portfolio and .90% 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 fee 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, 2.03% for the European Equity Portfolio, 2.12% for the Pacific Basin Equity Portfolio, 3.25% for the Emerging Markets Equity Portfolio and 1.73% for the International Fixed Income Portfolio. Additional information may be found under "The Advisers," the "Sub-Advisers" and "The Manager and Shareholder Servicing Agent." EXAMPLE - ------------------------------------------------------------------------------ An investor in a Portfolio would pay the following 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 -- -- 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 Advisers," "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 1-800-437-6016. 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 ................................................................................ [SYMBOL WHAT IS AN APPEARS INTERMEDIARY? HERE] Any entity, such as a bank, broker-dealer, other financial institution, association or organization which has entered into an arrangement with the Distributor to sell Class D shares to its customers. ................................................................................ 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. 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 purchase the shares of another Portfolio. In other words, you are executing a sell order and then a buy order. This sale of your shares is a taxable event which could result in a taxable gain or loss. ................................................................................ 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 has been received and SHARES accepted (i.e., an account has been established), you When Can You may exchange some or all of your shares for Class D shares of Exchange other portfolios. Exchanges are made at net asset value plus Shares? 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 money market portfolios currently Charges Apply impose a sales charge on Class D shares. If you exchange to an into one of these "non-money market" portfolios, you will have Exchange? 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 verifies the authenticity of your signature and may be obtained from any of the following: banks, brokers, dealers, certain credit unions, securities exchange or association, clearing agency or savings association. A notary public cannot provide a signature guarantee. ................................................................................ [SYMBOL WHAT ARE APPEARS INVESTMENT HERE] OBJECTIVES AND POLICIES? A Portfolio's investment objective is a statement of what it seeks to achieve. It is important to make sure that the investment objective matches your own financial needs and circumstances. The investment policies section spells out the types of securities in which each Portfolio 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 DISTRIBUTOR redemption requests will be effective on receipt. All shareholders of record must sign the redemption request. By Mail For information about the proper form of redemption requests, call 1-800-437-6016. You may also have the proceeds mailed to an address of record or mailed (or sent by ACH) to 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 Equity Portfolio seeks to INTERNATIONAL provide long-term capital appreciation by investing EQUITY primarily in a diversified portfolio of equity securities of PORTFOLIO 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 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 issuers 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 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. 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 Baa or higher by 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 Portfolio'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 may 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 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 adviser. 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 adviser. 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 adviser's 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 adviser 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 adviser does 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 adviser determines 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 by S&P or Baa by Moody's 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. The Core International Equity, European Equity, Pacific Basin Equity and Emerging Markets Equity Portfolios may not: 1. With respect to 75% of its total assets, (i) purchase securities of any issuer (except securities issued or guaranteed by the United States Government, its agencies or instrumentalities) if, as a result, more than 5% of its total assets would be invested in the securities of such issuer; or (ii) acquire more than 10% of the outstanding voting securities of any one issuer. This 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 International Fixed Income Portfolio may not: 1. Purchase any securities which would cause more than 25% of the total assets of the Portfolio to be invested in the securities of one or more issuers conducting their principal business activities in the same industry, provided that this limitation does not apply to investments in obligations issued or guaranteed by the United States Government or its agencies and instrumentalities. 2. Borrow money except for temporary or emergency purposes and then only in an amount not exceeding 10% of the value of the total assets of the Portfolio. This 16 borrowing provision is included solely to facilitate the orderly sale of portfolio securities to accommodate substantial redemption requests if they should occur and is not for investment purposes. All borrowings will be repaid before making additional investments for the Portfolio and any interest paid on such borrowings will reduce the income of the Portfolio. For purposes of the industry concentration limitations discussed above, these definitions apply to each Portfolio and for purposes of the International Fixed Income Portfolio, these limitations form part of the fundamental limitation: (i) utility companies will be divided according to their services, for example, gas, transmission, electric and telephone will each be considered a separate industry; (ii) financial service companies will be classified according to end users of their services, for example, automobile finance, bank finance and diversified finance will each be considered a separate industry; (iii) supranational agencies will be deemed to be issuers conducting their principal business activities in the same industry; and (iv) governmental issuers within a particular country will be deemed to be conducting their principal business in the same industry. The foregoing percentage limitations 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. 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, .65% of the average daily net assets of the European Equity, Pacific Basin Equity and Emerging Markets Equity Portfolios 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. The management and advisory fees for each Portfolio are higher than that paid by most mutual funds; however, the fees are competitive with fees paid by most mutual funds with similar investment objectives and policies. 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%. 17 ................................................................................ [SYMBOL INVESTMENT APPEARS ADVISER HERE] A Portfolio's investment adviser manages the investment activities and is responsible for the performance of the Portfolio. The adviser conducts investment research, executes investment strategies based on an assessment of economic and market conditions, and determines which securities to buy, hold or sell. ................................................................................ In addition, the Trust and DST Systems, Inc. (the "Transfer Agent") have entered into a transfer agent agreement with respect to the Class D shares. THE ADVISERS ___________________________________________________________________ Under advisory agreements with the Trust (the "Advisory Agreements"), SFM acts as the investment adviser for the Core International Equity, European Equity, Pacific Basin Equity and Emerging Markets Equity Portfolios and Strategic Fixed Income L.P. acts as the investment adviser for the International Fixed Income Portfolio. These investment advisers are referred herein collectively as the "Advisers" and individually as an "Adviser." Under the Advisory Agreements, the Advisers are authorized to make investment decisions for the assets of the Portfolios, and to continuously review, supervise and administer the Portfolios' investment program. In addition, 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. SFM is also 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 18 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 acts as the investment adviser to the Core International MANAGEMENT Equity, European Equity, Pacific Basin Equity and Emerging CORPORATION Market Equity Portfolios. SFM is a wholly-owned subsidiary of SEI Corporation ("SEI"), a financial services company located in Wayne, Pennsylvania. 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 had 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 and 1.05% of the Emerging Markets Equity Portfolio's average daily net assets. STRATEGIC FIXED Strategic Fixed Income L.P. ("SFI") acts as the investment INCOME L.P. adviser to the International Fixed Income Portfolio. SFI is a limited partnership formed in 1991 under the laws of the State of Delaware, to manage multi-currency fixed income portfolios. The general partner of the firm is Kenneth Windheim and the limited partner is Strategic Investment Management ("SIM"). As of March 1, 1995, SFI managed $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 has been the portfolio manager of the Portfolio since its inception in 1991. Mr. Windheim is assisted by Gregory Barnett and David Jallits, Directors of SFI and portfolio managers of the Portfolio since April 1994. Prior to forming SFI, Kenneth Windheim managed a global fund 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. Prior to joining SFI, David Jallits was Senior Portfolio Manager for a hedge fund at Teton Partners. From 1982-1994, he was Vice President and Global Fixed Income Portfolio Manager at The Putnam Companies. 19 SFI is entitled to a fee, which is calculated daily and paid monthly by the Portfolio, at an annual rate of .30% of the average daily net assets of the International Fixed Income Portfolio. SFI has voluntarily agreed to waive all or a portion of its fee in order to limit the total operating expenses of the Portfolio. SFI reserves the right to terminate its voluntary fee waiver at any time in its sole discretion. 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. 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 Equity 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. 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. 20 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 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 .90% of the first $50 million and .55% of the assets in excess of $50 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 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 1NB. 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 from SFM calculated on the basis of a percentage of the market value of assets assigned to it. That fee, which is paid monthly, is based on an annual percentage rate of .325%. 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 Jakerta, staffed by 38 investment professionals. SC's investment process emphasizes individual 21 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 have served 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 from SFM calculated on the basis of a percentage of the market value of assets assigned to it. That fee, which is paid monthly, is based on an annual percentage rate of .40% of the first $100 million in assets, .30% of the next $50 million in assets, and .20% of assets in excess of $150 million. 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 portion of the Portfolio's 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. 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"). 22 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 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. 23 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 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. 24 ................................................................................ [SYMBOL APPEARS HERE] TAXES You must pay taxes on your Portfolio's earnings, whether you take your payments in cash or additional shares. ................................................................................ ................................................................................ [SYMBOL APPEARS HERE] DISTRIBUTIONS A Portfolio distributes income dividends and capital gains. Income dividends represent the earnings from the Portfolio's investments; capital gains distributions occur when investments in the Portfolio are sold for more than the original purchase price. ................................................................................ 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 a separate entity for the Portfolios 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 distribute substantially all of its net Distributions 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 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. 25 ................................................................................ [SYMBOL BUY, EXCHANGE AND SELL APPEARS REQUESTS ARE IN HERE] "GOOD ORDER" WHEN: . The account number and portfolio name are shown . The amount of the transaction is specified in dollars or shares . Signatures of all owners appear exactly as they are registered on the account . Any required signature guarantees (if applicable) are included . Other supporting legal documents (as necessary) are present ................................................................................ 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. 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. 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. In addition, because excessive trading (including short-term "market timing" trading) can hurt a Portfolio's performance, each Portfolio may refuse purchase orders from any shareholder account if the accountholder has been 26 advised that previous purchase and redemption transactions were considered excessive in number or amount. Accounts under common control or ownership, including those with the same taxpayer identification number and those administered so as to redeem or purchase shares based upon certain predetermined market indicators, will be considered one account for this purpose. Maintaining a 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. The net asset value per share of a Portfolio is determined How the Net by dividing the total market value of its investments and Asset Value is other assets, less any liabilities, by the total number of Determined 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. Unlisted securities for which market quotations are readily available are valued at the most 27 recent quoted bid price. Net asset value per share is determined daily as of the close of business of the New York Stock Exchange (currently, 4:00 p.m. Eastern time) on each Business Day. Purchases will be made in full and fractional shares of 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. 28 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 percentage-based discount is either 10% or 50%. 29 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 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 variations in distribution and transfer agent costs, voting rights, dividends, and the imposition of a sales charge on Class D Shares. This Prospectus offers the Class D shares of the Trust's 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 30 Financial Management Corporation, 680 East Swedesford Road, Wayne, Pennsylvania 19087-1658 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 DST Systems, Inquiries Inc., 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. 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. 31 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 Class D 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, acts as Custodian for the assets of Core International Equity and Emerging Markets Equity Portfolios and The Chase Manhattan Bank, N.A., Chase MetroTech Center, Brooklyn, NY 11245, acts as Custodian for the assets of the European Equity, Pacific Basin Equity and International Fixed Income Portfolios (each a "Custodian" and, together, the Custodians). 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 "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 32 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 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. 33 The International Fixed Income Portfolio may invest in securities rated in the fourth highest category by an NRSRO; such securities, while still investment grade, are considered to have speculative characteristics. The Emerging Markets Equity Portfolio may invest up to 5% of its net assets in securities rated lower than investment grade. Bonds rated below investment grade are often referred to as "junk bonds." Such securities involve greater risk of default or price declines than investment grade securities due to changes in the issuer's creditworthiness and the outlook for economic growth. The market for these securities may be less active, causing market price volatility and limited liquidity in the secondary market. This may limit the Emerging Market Equity Portfolio's ability to sell such securities at their market value. In addition, the market for these securities may be adversely affected by legislative and regulatory developments. Credit quality in the junk bond market can change suddenly and unexpectedly, and even recently issued credit ratings may not fully reflect the actual risks imposed by a particular security. Forward Foreign 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. In addition, a Portfolio will only sell covered futures contracts and options on futures contracts. 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. 34 A stock index futures contract is a bilateral agreement pursuant to which two parties agree to take or make delivery of an amount of cash equal to a specified dollar amount times the difference between the stock index value at the close of trading of the contract and the price at which the futures contract is originally struck. No physical delivery of the stocks comprising the Index is made; generally contracts are closed out prior to the expiration date of the contract. No price is paid upon entering into futures contracts. Instead, a Portfolio would be required to deposit an amount of cash or U.S. Treasury securities known as "initial margin." Subsequent payments, called "variation margin," to and from the broker, would be made on a daily basis as the value of the futures position varies (a process known as "marking to market"). The margin is in the nature of a performance bond or good-faith deposit on a futures contract. 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. In order to avoid leveraging and related risks, when a Portfolio purchases futures contracts, it will collateralize its position by depositing an amount of cash or cash equivalents, equal to the market value of the futures positions held, less margin deposits, in a segregated account with the Trust's custodian. Collateral equal to the current market value of the futures position will be marked to market on a daily basis. 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. In addition, the Emerging Markets Equity Portfolio believes that carefully selected investments in joint ventures, cooperatives, partnerships, 35 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. 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. 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." 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. In accordance with applicable state regulatory provisions, the advisers have agreed to waive its management fee with respect to the portion of this Portfolio's assets invested in shares of other open-ended investment companies. The Portfolio continues to pay its own management fees and other expenses with respect to their investments in shares of closed-end investment companies. Obligations Supranational entities are entities established through the ofSupranational 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. 36 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 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 37 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. 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 38 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 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. 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 39 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 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. 40 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 FloatingRate 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. 41 EX-99.17.C 8 SAI AND FINANCIALS SEI INTERNATIONAL TRUST Manager and Shareholder Servicing Agent: SEI Financial Management Corporation Distributor: SEI Financial Services Company Investment Advisers and Sub-Advisers: SEI Financial Management Corporation 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 August 31, 1995. Prospectuses may be obtained through SEI Financial Services Company, 680 East Swedesford Road, Wayne, Pennsylvania 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-9 The Manager and Shareholder Servicing Agent....................... S-10 The Advisers and Sub-Advisers..................................... S-11 Distribution...................................................... S-12 Trustees and Officers of the Trust................................ S-14 Performance....................................................... S-16 Purchase and Redemption of Shares................................. S-17 Shareholder Services (Class D shares)............................. S-18 Taxes............................................................. S-20 Portfolio Transactions............................................ S-21 Description of Shares............................................. S-23 Limitation of Trustees' Liability................................. S-24 Voting............................................................ S-24 Shareholder Liability............................................. S-24 Control Persons and Principal Holders of Securities............... S-24 Experts........................................................... S-24 Financial Statements.............................................. S-25 June 28, 1995, as amended August 31, 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 (each a "Portfolio" and, together, the "Portfolios"), 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. 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. 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. S-2 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 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 S-3 Commercial paper rated A by Standard & Poor's Corporation ("S&P") is regarded by S&P as having the greatest capacity for timely payment. Issues rated A are further refined by use of the numbers 1+, 1 and 2, to indicate the relative degree of safety. Issues rated A-1+ are those with an "overwhelming degree" of credit protection. Those rated A-1, the highest rating category, reflect a "very strong" degree of safety regarding timely payment. Those rated A-2, the second highest rating category, reflect a "satisfactory" degree of safety regarding timely payment. Commercial paper issues rated Prime-1 or Prime-2 by Moody's Investors Service, Inc. ("Moody's") are judged by Moody's to be of the "superior" quality and "strong" quality, respectively, on the basis of relative repayment capacity. The rating Fitch-1 (Highest Grade) is the highest commercial rating assigned by Fitch Investors Services, Inc. ("Fitch"). Paper rated Fitch-1 is regarded as having the strongest degree of assurance for timely payment. The rating Fitch-2 (Very Good Grade) is the second highest commercial paper rating assigned by Fitch which reflects an assurance of timely payment only slightly less in degree than the strongest issues. The rating Duff-1 is the highest commercial paper rating assigned by Duff and Phelps, Inc. ("Duff"). Paper rated Duff-1 is regarded as having very high certainty of timely payment with excellent liquidity factors which are supported by ample asset protection. Risk factors are minor. Paper rated Duff-2 is regarded as having good certainty of timely payment, good access to capital markets and sound liquidity factors and company fundamentals. Risk factors are small. The designation A1, the highest rating category established by IBCA Limited ("IBCA") indicates that the obligation is supported by a very strong capacity for timely repayment. Those obligations rated A1+ are supported by the highest capacity for timely repayment are supported by a strong capacity for timely repayment, although such capacity may be susceptible to adverse changes in business, economic or financial conditions. 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 from 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). . 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 S-4 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. 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 S-5 lower of the bank's rating or Moody's sovereign rating for the bank deposits for the country in which the branch is located. When the currency in which an obligation is denominated is not the same as the currency of the country in which the obligation is domiciled, Moody's ratings do not incorporate an opinion as to whether payment of the obligation will be affected by the actions of the government controlling the currency of denomination. In addition, risk associated with bilateral conflicts between an investor's home country and either the issuer's home country or the country where an issuer branch is located are not incorporated into Moody's ratings. Moody's makes no representation that rated bank obligations or insurance company obligations are exempt from registration under the U.S. Securities Act of 1933 or issued in conformity with any other applicable law or regulation. Nor does Moody's represent that any specific bank or insurance company obligation is legally enforceable or is a valid senior obligation of a rated issuer. Moody's ratings are opinions, not recommendations to buy or sell, and their accuracy is not guaranteed. A rating should be weighed solely as one factor in an investment decision and you should make your own study and evaluation of any issuer whose securities or debt obligations you consider buying or selling. Bonds rated AAA by Fitch are judged by Fitch to be strictly high grade, broadly marketable, suitable for investment by trustees and fiduciary institutions liable to slight market fluctuation other than through changes in the money rate. The prime feature of an AAA bond is a showing of earnings several times or many times interest requirements, with such stability of applicable earnings that safety is beyond reasonable question whatever changes occur in conditions. Bonds rated AA by Fitch are judged by Fitch to be of safety virtually beyond question and are readily salable, whose merits are not unlike those of the AAA class, but whose margin of safety is less strikingly broad. The issue may be the obligation of a small company, strongly secured but influenced as to rating by the lesser financial power of the enterprise and more local type market. Bonds rated A are considered to be investment grade and of high credit quality. The obligor's ability to pay interest and repay principal is considered to be strong, but may be more vulnerable to adverse changes in economic conditions and circumstances than bonds with higher ratings. Bonds rated BBB are considered to be investment grade and of satisfactory credit quality. The obligor's ability to pay interest and repay principal is considered to be adequate. Adverse changes in economic conditions and circumstances, however, are more likely to have adverse impact on these bonds, and therefore impair timely payment. The likelihood that the ratings of these bonds will fall below investment grade is higher than for bonds with higher ratings. Bonds rated BB are considered speculative. The obligor's ability to pay interest and repay principal may be affected over time by adverse economic changes. However, business and financial alternatives can be identified which could assist the obligor in satisfying its debt service requirements. Bonds rated B are considered highly speculative. While bonds in this class are currently meeting debt service requirements, the probability of continued timely payment of principal and interest reflects the obligor's limited margin of safety and the need for reasonable business and economic activity throughout the life of the issue. Bonds rated Duff-1 are judged by Duff to be of the highest credit quality with negligible risk factors; only slightly more than U.S. Treasury debt. Bonds rated Duff-2, 3 and 4 are judged by Duff to be of high credit quality with strong protection factors. Risk is modest but may vary slightly from time to time because 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 S-6 prospective financial protection factors fluctuate according to industry conditions or company fortunes. Overall quality may move up or down frequently within this category. Bonds rated B+, B or B- are considered below investment grade and possessing risk that obligations will not be met when due. Financial protection factors will fluctuate widely according to economic cycles, industry conditions and/or company fortunes. Potential exists for frequent changes in the rating within this category or into a higher or lower rating grade. Obligations rated AAA by IBCA have the lowest expectation of investment risk. Capacity for timely repayment of principal and interest is substantial, such that adverse changes in business, economic or financial conditions are unlikely to increase investment risk significantly. Obligations for which there is a very low expectation of investment risk are rated AA by IBCA. Capacity for timely repayment of principal and interest is substantial. Adverse changes in business, economic or financial conditions may increase investment risk albeit not very significantly. Bonds rated A are obligations for which there is a low expectation of investment risk. Capacity for timely repayment of principal and interest is strong, although adverse changes in business, economic or financial conditions may lead to increased investment risk. Bonds rated BBB are obligations for which there is currently a low expectation of investment risk. Capacity for timely repayment of principal and interest is adequate, although adverse changes in business, economic or financial conditions are more likely to lead to increased investment risk than for obligations in other categories. Bonds rated BB are obligations for which there is a possibility of investment risk developing. Capacity for timely repayment of principal and interest exists, but is susceptible over time to adverse changes in business, economic or financial conditions. Bonds rated B are obligations for which investment risk exists. Timely repayment of principal and interest is not sufficiently protected against adverse changes in business, economic or financial conditions. Bonds rated AAA by Thomson BankWatch indicate that the ability to repay principal and interest on a timely basis is very high. Bonds rated AA indicate a superior ability to repay principal and interest on a timely basis, with limited incremental risk compared to issues rated in the highest category. Bonds rated A indicate the ability to repay principal and interest is strong. Issues rated A could be more vulnerable to adverse developments (both internal and external) than obligations with higher ratings. Bonds rated BBB indicate an acceptable capacity to repay principal and interest. Issues rated "BBB" are, however, more vulnerable to adverse developments (both internal and external) than obligations with higher ratings. While not investment grade, the BB rating suggests that the likelihood of default is considerably less than for lower-rated issues. However, there are significant uncertainties that could affect the ability to adequately service debt obligations. Issues rated B show a higher degree of uncertainty and therefore greater likelihood of default than higher-rated issues. Adverse developments could well negatively affect the payment of interest and principal on a timely basis. INVESTMENT LIMITATIONS The Core International Equity, European Equity, Pacific Basin Equity and Emerging Markets Equity Portfolios may not: 1. Make loans if, as a result, more than 33 1/3% of its total assets would be lent to other parties, except that each Portfolio may (i) purchase or hold debt instruments in accordance with its investment objective and policies; (ii) enter into repurchase agreements; and (iii) lend its securities. S-7 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 International Fixed Income Portfolio may not: 1. Pledge, mortgage or hypothecate assets except to secure temporary borrowings as described in the Prospectuses in aggregate amounts not to exceed 10% of the net assets of such Portfolio taken at current value at the time of the incurrence of such loan. 2. Make loans, except that the Portfolio may (i) purchase or hold debt securities in accordance with its investment objectives and policies; (ii) engage in securities lending as described in this Prospectus and in the Statement of Additional Information; and (iii) enter into repurchase agreements, provided that repurchase agreements and time deposits maturing in more than seven days, and other illiquid securities, including securities which are not readily marketable or are restricted, are not to exceed, in the aggregate, 10% of the total assets of the International Fixed Income Portfolio. 3. Invest in companies for the purpose of exercising control. 4. Acquire more than 10% of the voting securities of any one issuer. 5. Purchase or sell real estate, real estate limited partnership interests, commodities or commodities contracts. However, subject to its permitted investments, the Portfolio may purchase obligations issued by companies which invest in real estate, commodities or commodities contracts. 6. Make short sales of securities, maintain a short position or purchase securities on margin, except as described in the Prospectus and except that the Trust may obtain short-term credits as necessary for the clearance of security transactions. 7. Act as an underwriter of securities of other issuers except as it may be deemed an underwriter in selling a portfolio security. 8. Purchase securities of other investment companies except as permitted by the 1940 Act and the rules and regulations thereunder and may only purchase securities of money market funds. Under these rules and regulations, the Portfolio is prohibited from acquiring the securities of other investment companies if, as a result of such acquisition, the Portfolio owns more then 3% of the total voting stock of the company; securities issued by any one investment company represent more than 5% of the total Portfolio assets; or securities (other than treasury stock) issued by all investment companies represent more than 10% of the total assets of the Portfolio. A Portfolio's purchase of such investment company securities results in the bearing of expenses such that shareholders would indirectly bear a proportionate share of the operating expenses of such investment companies, including advisory fees. S-8 9. Issue senior securities (as defined in the 1940 Act) except in connection with permitted borrowing as described in the Prospectuses and this Statement of Additional Information or as permitted by rule, regulation or order of the SEC. 10. Purchase or retain securities of an issuer if, to the knowledge of the Trust, an officer, trustee, partner or director of the Trust or any investment adviser of the Trust owns beneficially more than 1/2 of 1% of the shares or securities of such issuer and all such officers, trustees, partners and directors owning more than 1/2 of 1% of such shares or securities together own more than 5% of such shares or securities. 11. Purchase securities of any company which has (with predecessors) a record of less than three years continuing operations if, as a result, more than 5% of the total assets (taken at current value) would be invested in such securities. 12. Invest in interests in oil, gas or other mineral exploration or development programs and oil, gas or mineral leases. 13. Purchase restricted securities (securities which must be registered under the Securities Act of 1933, as amended (the "1933 Act"), before they may be offered or sold to the public) or other illiquid securities except as described in the Prospectuses and this Statement of Additional Information. The foregoing percentages will apply at the time of the purchase of a security and shall not be violated unless an excess or deficiency occurs, immediately after or as a result of a purchase of such security. These investment limitations and the investment limitations in the Prospectuses are fundamental policies of the Trust and may not be changed without shareholder approval. NON-FUNDAMENTAL POLICIES The following investment limitations are non-fundamental policies of the Trust and may change without shareholder approval. The Core International Equity, European Equity, Pacific Basin Equity and Emerging Markets Equity Portfolios may not: 1. Pledge, mortgage or hypothecate assets except to secure borrowings permitted by the Portfolio's fundamental limitation on borrowing. 2. Invest in companies for the purpose of exercising control. 3. Purchase securities on margin or effect short sales, except that each Portfolio may (i) obtain short-term credits as necessary for the clearance of security transactions, (ii) provide initial and variation margin payments in connection with transactions involving futures contracts and options on such contracts, and (iii) make short sales "against the box" or in compliance with the SEC's position regarding the asset segregation requirements of Section 18 of the 1940 Act. 4. Purchase securities which 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. Securities exempted from registration upon resale by Rule 144A under the 1933 Act are not deemed to be restricted securities for purposes of this limitation. 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 S-9 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 without shareholder approval if the relevant state(s) changes or eliminates its policy regarding such investment restriction. As long as a Portfolio's shares are registered for sale in such states, it may not: 1. 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. 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. Invest more than 10% of its total assets in illiquid securities, including securities which are not readily marketable or are restricted. 4. Make short sales, except for short sales "against the box." 5. Invest more than 15% of its assets in restricted securities. For purposes of this limitation, securities exempt from registration under the 1993 Act, including Rule 144A securities, are considered to be restricted securities. THE MANAGER AND SHAREHOLDER SERVICING AGENT 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 S-10 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 $2,653 $ 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. THE ADVISERS AND SUB-ADVISERS Each Advisory and Sub-Advisory Agreement provides that each 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 each Advisory and Sub-Advisory Agreement must be specifically approved at least annually (i) by the vote of a majority of the outstanding shares of that Portfolio or by the Trustees, and (ii) by the vote of a majority of the Trustees who are not parties to such Advisory or Sub-Advisory Agreement or "interested S-11 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 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 S-12 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:
================================================================================================================================== Total Dist. Amount Expenses Paid to 3rd Total Dist. as Parties by Sales Printing Other Portfolio Class Expenses a % of net SFS for Expenses Costs Costs* assets Distributor Related Services - ---------------------------------------------------------------------------------------------------------------------------------- A $562,142 .12% $0 $562,142 $0 $0 ---------------------------------------------------------------------------------------------- Core International Equity 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 - ----------------------------------------------------------------------------------------------------------------------------------
S-13
================================================================================================================================== Total Dist. Amount Expenses Paid to 3rd Total Dist. as Parties by Sales Printing Other Portfolio Class Expenses a % of net SFS for Expenses Costs Costs* assets Distributor Related Services - ---------------------------------------------------------------------------------------------------------------------------------- Emerging Markets Equity Portfolio A $385 .11% $0 $385 $0 $0 - ---------------------------------------------------------------------------------------------------------------------------------- International Fixed Income A $39,602 .12% $0 $39,602 $0 $0 Portfolio ==================================================================================================================================
*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 Rust; 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. 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. S-14 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. TODD CIPPERMAN - Vice President, Assistant Secretary - SEI, the Administrator and the Distributor since 1995. Associate, Dewey Ballantine (law firm) 1994- 1995. Associate, Winston & Strawn (law firm) 1991-1994. 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., Partner, 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-15
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, Trustee* $4,145 $0 $0 $56,250 - ----------------------------------------------------------------------------------------------------------------------------------- Richard Blanchard, Trustee $4,145 $0 $0 $75,000 - ----------------------------------------------------------------------------------------------------------------------------------- F. Wendell Gooch, Trustee $4,145 $0 $0 $75,000 - ----------------------------------------------------------------------------------------------------------------------------------- Frank Morris, Trustee $4,145 $0 $0 $75,000 - ----------------------------------------------------------------------------------------------------------------------------------- James Storey, Trustee $4,145 $0 $0 $75,000 ===================================================================================================================================
* As of December 7, 1994, 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)% --------------------------------------------- D * * * * --------------------------------------------- Pacific Basin Equity Portfolio A * * * (15.00)% --------------------------------------------- D * * * * --------------------------------------------- Emerging Markets Equity A * * * * Portfolio ---------------------------------------------
S-16
================================================================================ Portfolio Class Average Annual Total Return ------------------------------------- One Five Ten Since Year Year Year Inception --------------------------------------------- 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) divided by 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 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. S-17 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. 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 S-18 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 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. S-19 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. 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. S-20 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 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. S-21 The money market securities in which a Portfolio invests are traded primarily in the over-the-counter market. Bonds and debentures are usually traded over-the- counter, but may be traded on an exchange. Where possible, each Adviser will deal directly with the dealers who make a market in the securities involved except in those circumstances where better prices and execution are available elsewhere. Such dealers usually are acting as principal for their own account. On occasion, securities may be purchased directly from the issuer. Money market securities are generally traded on a net basis and do not normally involve either brokerage commissions or transfer taxes. The cost of executing portfolio securities transactions of a Portfolio will primarily consist of dealer spreads and underwriting commissions. It is expected that the Portfolios may execute brokerage or other agency transactions through the Distributor, a registered broker-dealer, for a commission, in conformity with the 1940 Act, the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder. Under these provisions, the Distributor is permitted to receive and retain compensation for effecting portfolio transactions for a Portfolio on an exchange if a written contract is in effect between the Distributor and the Trust expressly permitting the Distributor to receive and retain such compensation. These provisions further require that commissions paid to the Distributor by the Trust for exchange transactions not exceed "usual and customary" brokerage commissions. The rules define "usual and customary" commissions to include amounts which are "reasonable and fair compared to the commission, fee or other renumeration received or to be received by other brokers in connection with comparable transactions involving similar securities being purchased or sold on a securities exchange during a comparable period of time." The Trustees, including those who are not "interested persons" of the Trust, have adopted procedures for evaluating the reasonableness of commissions paid to the Distributor and will review these procedures periodically. In addition, SFM has adopted a policy respecting the receipt of research and related products and services in connection with transactions effected for Portfolios operating within the "Manager of Managers" structure. Under this policy, SFM and the various firms that serve as sub-advisers to certain Portfolios of the Trust, in the exercise of joint investment discretion over the assets of a Portfolio, will direct a substantial portion of a Portfolio's brokerage to the Distributor in consideration of the Distributor's provision of research and related products to SFM for use in performing its advisory responsibilities. All such transactions directed to the Distributor must be accomplished in a manner that is consistent with the Trust's policy to achieve best net results, and must comply with the Trust's procedures regarding the execution of transactions through affiliated brokers.
+=================================================================================================================================== Total Brokerage Amount Paid to Amount Paid to Commission (000) Distributor(000) % Paid to 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 * * $157 * * $0 * * 0% * * $20 Portfolio - ------------------------------------------------------------------------------------------------------------------------------------ Emerging Markets Equity * * $26 * * $0 * * 0% * * $0 Portfolio - ------------------------------------------------------------------------------------------------------------------------------------ International Fixed Income * $0 $0 * $0 $0 * 0% 0% * * * Portfolio ====================================================================================================================================
*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. 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 S-23 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%. 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%. S-24 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 (1) 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, and (2) the unaudited financial statements for the period January 17, 1995 through May 17, 1995 for the Emerging Markets Equity Portfolio. 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
- --------------------------------------------------------------------------------
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. Schedule of Investments SEI International Trust May 17, 1995
Unaudited Market Value EMERGING MARKETS EQUITY PORTFOLIO Shares (000) - ------------------------------------------------------------------------------ Foreign Common Stock (86.0%) - ------------------------------------------------------------------------------ Argentina (4.9%) Central Costanera ............................ 34,200 $ 105 IRSA GDR* .................................... 1,700 41 IRSA* ........................................ 29,700 72 Perez Companc ................................ 73,916 341 Total Argentina ........................................... 559 Brazil (2.5%) Aracruz Celulose ADR ......................... 10,100 114 Telebras ADR ................................. 4,700 169 Total Brazil .............................................. 283 Chile (2.0%) AFP Provida ADR* ............................. 2,100 51 Chilgener ADR ................................ 3,600 103 Madeco ADR ................................... 1,300 36 Vina Concha Y Toro ADR ....................... 2,000 41 Total Chile ............................................... 231 China (0.3%) Huaneng Power ADR* ........................... 2,000 36 Total China ............................................... 36 Columbia (1.5%) Banco de Columbia GDS ........................ 25,800 175 Total Columbia ............................................ 175 Greece (2.1%) Aegek ........................................ 2,800 61 Aluminum of Greece* .......................... 1,600 67 Ergo Bank .................................... 670 31 Hellenic Bottling ............................ 2,725 78 Total Greece .............................................. 237 Hong Kong (2.9%) CDL Hotels International ..................... 116,000 55 Guang Dong Investment ........................ 76,000 38 Guangzhou Investment ......................... 130,000 23 HSBC Holdings ................................ 2,500 31 Johnson Electric Holdings .................... 13,000 29 MC Packaging ................................. 70,000 28 Shangri-La Asia .............................. 26,000 30 Sinocan Holdings ............................. 110,000 27 Siu-Fung Ceramics ............................ 160,000 25 Tian An China ................................ 142,000 22 Yue Yuen Industrial Holdings ................. 104,000 25 Total Hong Kong ........................................... 333
Schedule of Investments SEI International Trust May 17, 1995
Unaudited Market Value EMERGING MARKETS EQUITY PORTFOLIO Shares (000) - ------------------------------------------------------------------------------ India (2.7%) India Fund .............................. 4,400 $ 52 India Growth Fund ....................... 6,300 121 India Investment Fund ................... 9,500 105 Indian Hotels GDR* ...................... 1,800 31 Total India ............................................... 309 Indonesia (4.8%) Asia Pacific Resource ADR* .............. 4,400 36 Astra "F" ............................... 48,500 85 Bank Bali "F" ........................... 14,500 29 Bank International Indonesia ............ 11,000 31 Dankos Labs "F" ......................... 9,000 42 Indo-Rama "F" ........................... 15,000 46 Indonesian Satellite ADR* ............... 1,900 73 Indorayon "F" ........................... 27,000 62 Semen Gresik "F" ........................ 17,000 84 Tjiwi Kimia ............................. 10,000 18 United Tractors "F" ..................... 23,000 43 Total Indonesia ........................................... 549 Israel (0.9%) ECI Telecommunications ADR .............. 5,800 99 Total Israel .............................................. 99 Korea (1.6%) Kepco ADR* .............................. 2,050 47 Korea Equity Fund ....................... 3,400 29 Korea Fund .............................. 2,400 53 Korea Investment Fund ................... 4,600 56 Total Korea ............................................... 185 Malaysia (26.7%) Arab Malaysian .......................... 53,000 180 Arab Malaysian Finance .................. 23,000 79 Arab Malaysian Merchant Bank ............ 39,000 466 DCB Holdings ............................ 67,000 191 Genting Berhad .......................... 15,000 158 Hong Leong Credit ....................... 45,000 204 IJM Corp Berhad ......................... 77,000 290 Industrial Oxygen ....................... 116,000 150 Kian Joo Can Factory .................... 33,000 119 Leader Universal Holdings ............... 79,000 294 Resorts World Berhad .................... 44,000 263 Tanjong ................................. 31,000 101 Telekom Malaysia ........................ 10,000 72 United Engineers ........................ 161,000 518 Total Malaysia ............................................ 3,085
Schedule of Investments SEI International Trust May 17, 1995
Unaudited Market Value EMERGING MARKETS EQUITY PORTFOLIO Shares (000) - ------------------------------------------------------------------------------ Mexico (4.9%) Penoles* ................................ 95,000 $ 264 Telefonos de Mexico ADR ................. 9,700 301 Total Mexico .............................................. 565 Peru (2.8%) Banco de Credito Del Peru* .............. 63,200 137 Southern Peru Copper* ................... 22,600 100 Telefonos Peru "A"* ..................... 52,500 80 Total Peru ................................................ 317 Philippines (5.3%) Aboitiz Equity Ventures* ................ 315,600 63 Ayala "B" ............................... 24,800 38 Bacnotan Cement* ........................ 86,800 110 Benpres Holdings GDS* ................... 5,900 46 Keppel Phil "B" ......................... 87,000 46 La Tondena Distillers ................... 46,000 60 Manila Mining "B" ....................... 13,900,000 54 Petron .................................. 42,000 33 Philippine Long Distance ................ 620 44 Philippine Long Distance ADR ............ 1,650 115 Total Philippines ......................................... 609 Portugal (1.6%) Capital Portugal* ....................... 540 48 Cimpor Rights* .......................... 2,000 6 Empresa Fabril* ......................... 3,900 47 Sonae Investimentos ..................... 1,900 46 Soporcel* ............................... 1,550 43 Total Portugal ............................................ 190 Singapore (1.0%) United Overseas Bank .................... 10,800 110 Total Singapore ........................................... 110 South Africa (8.2%) Anglo American .......................... 3,580 197 Barlow .................................. 7,100 74 Iscor ................................... 121,800 153 Liberty Life ............................ 5,500 152 South African Breweries ................. 5,500 160 Standard Bank ........................... 5,570 211 Total South Africa ........................................ 947 South Korea (0.4%) Pohang Iron & Steel ADR ................. 1,600 48 Total South Korea ......................................... 48
Schedule of Investments SEI International Trust May 17, 1995
Unaudited Market Value EMERGING MARKETS EQUITY PORTFOLIO Shares (000) - ------------------------------------------------------------------------------ Taiwan (1.0%) Taiwan Equity Fund ...................... 5,200 $ 60 Taiwan(ROC)Fund* ........................ 5,100 58 Total Taiwan .............................................. 118 Thailand (3.9%) Ban Pu Coal ............................. 2,400 51 Bangkok Bank "F" ........................ 5,100 56 Electricity Generating* ................. 25,700 74 Land and House "F" ...................... 2,100 40 Regional Container "F" .................. 2,000 32 Siam Cement "F" ......................... 1,100 68 Thai Farmers Bank "F" ................... 8,100 74 United Communications ................... 1,900 28 Wongpaitoon Footwear "F"* ............... 17,000 27 Total Thailand ............................................ 450 Turkey (2.7%) Cimentas* ............................... 32,000 25 Ege Biracilik ........................... 63,000 70 KOC Holdings ............................ 40,000 35 Tat Konserve ............................ 48,600 94 Tofas-Turk Otomobil ..................... 100,600 83 Total Turkey .............................................. 307 Venezuela (1.3%) Quimica Y Minera ADR .................... 1,000 40 Sivensa ADR ............................. 71,100 112 Total Venezuela ........................................... 152 - ------------------------------------------------------------------------------ Total Foreign Common Stock (Cost $9,185[000]) ..................................... 9,894 - ------------------------------------------------------------------------------ Foreign Preferred Stocks (9.2%) - ------------------------------------------------------------------------------ Brazil (9.2%) Cie Vale Do Rio Doce .................... 844,000 155 Cimento Itau* ........................... 170,000 60 Copene Petroquimica Nord "A" ............ 44,000 36 Coteminas ............................... 140,000 48 Eletrobras "B" .......................... 915,000 279 Gradiente Electronics "A" ............... 207,000 28 Lojas Renner ............................ 2,100,000 38 Petrobras ............................... 1,150,000 114 Petrobras Distribuidora ................. 1,530,000 57 Randon Participacoes .................... 23,000,000 34 Sadia Concordia* ........................ 40,000 43
Schedule of Investments SEI International Trust May 17, 1995
Unaudited Market Value EMERGING MARKETS EQUITY PORTFOLIO Shares (000) - ------------------------------------------------------------------------------ Usiminas Gerais ......................... 137,000,000 $ 173 Total Brazil .............................................. 1,065 - ------------------------------------------------------------------------------ Total Foreign Preferred Stocks (Cost $935[000]) ....................................... 1,065 - ------------------------------------------------------------------------------ Face Market Amount Value (000) (000) - ------------------------------------------------------------------------------ Convertible Bonds (0.9%) - ------------------------------------------------------------------------------ South Africa (0.6%) Barlow 7.000%, 09/20/04 .................... $ 65 78 Total South Africa ........................................ 78 Thailand (0.3%) Bangkok Bank 3.250%, 03/03/04 .................... 30 30 Total Thailand ............................................ 30 - ------------------------------------------------------------------------------ Total Convertible Bonds (Cost $105[000]) ....................................... 108 - ------------------------------------------------------------------------------ Repurchase Agreement (14.0%) - ------------------------------------------------------------------------------ State Street Bank 5.00%, dated 5/17/95, matures 5/18/95, repurchase price $1,618,000 (collateralized by U.S. Treasury Note, par value $1,570,000, 9.25%, matures 1/15/96: market value $1,648,000) ..... 1,618 1,618 - ------------------------------------------------------------------------------ Total Repurchase Agreement (Cost $1,618[000]) ..................................... 1,618 - ------------------------------------------------------------------------------ Total Investments (110.1% of Net Assets) (Cost $11,843[000]) .................................... $ 12,685 - ------------------------------------------------------------------------------
* Non-income producing security ADR - American Depository Receipt GDR - Global Depository Receipt GDS - Global Depository Share Schedule of Investements SEI International Trust May 17, 1995
Unaudited Face Market Amount Value EMERGING MARKETS EQUITY PORTFOLIO (000) (000) - --------------------------------------------------------------------------------
The accompanying notes are an integral part of the financial statements. Emerging Markets Equity Portfolio SEI International Trust Statement of Assets and Liabilities (000) Unaudited May 17, 1995 Assets: Investments securities (Cost $11,843) $ 12,685 Investment securities sold 543 Capital shares sold 211 Other assets 22 ------------- Total Assets 13,461 ------------- Liabilities: Investment securities purchased 1,911 Other liabilities 31 ------------- Total Liabilities 1,942 ------------- Net Assets $ 11,519 ============= Net Assets: Portfolio shares of Class A (unlimited authorization - no par value) based on 1,036,755 outstanding shares of beneficial interest 10,593 Accumulated net realized gain on investments 90 Accumulated net realized loss on foreign currency transactions (28) Net unrealized depreciation on forward foreign currency contracts, foreign currencies and translation of other assets and liabilities denominated in foreign currencies (2) Net unrealized appreciation on investments 842 Undistributed net investment income 24 ------------- Net Assets $ 11,519 ============= Net asset value, offering and redemption price per share - Class A $ 11.11 =============
The accompanying notes are an integral part of the financial statements. Emerging Markets Equity Portfolio SEI International Trust Statement of Operations (000) Unaudited
January 17, 1995* Through May 17, 1995 ---------------- Investment Income: Dividends $ 27 Interest 41 Less: Foreign taxes withheld (4) ---------------- Total Investment Income 64 ---------------- Expenses: Management Fees 13 Less management fees waived (13) Reimbursement by manager (15) Investment advisory fees 22 Custodian / wire agent fee 18 Professional fees 1 Registration & filing fees 4 Pricing fees 5 Distribution fees 3 Miscellaneous fees 2 ---------------- Total Expenses 40 ---------------- Net Investment Income 24 ---------------- Realized and Unrealized Gain (Loss) on Investments and Foreign Currency Transactions: Net realized gain from security transactions 90 Net realized loss on forward foreign currency contracts and foreign currency transactions (28) Net change in unrealized depreciation on forward foreign currency contracts, foreign currencies and translation of other assets and liabilities denominated in foreign currencies (2) Net change in unrealized appreciation on investments 842 ---------------- Net Increase in Net Assets from Operations $ 926 ================
* Commencement of operations The accompanying notes are an integral part of the financial statements. Emerging Markets Equity Portfolio SEI International Trust Statement of Changes in Net Assets (000) Unaudited
January 17, 1995* Through May 17, 1995 ----------------- Operations: Net investment income $ 24 Net realized gain from security transactions 90 Net realized loss on forward foreign currency contracts and foreign currency transactions (28) Net change in unrealized depreciation on forward foreign currency contracts, foreign currencies and translation of other assets and liabilities denominated in foreign currencies (2) Net change in unrealized appreciation on investments 842 --------- Net increase in net assets from operations 926 --------- Capital Shares Transactions: Class A: Proceeds from shares issued 10,777 Shares issued in lieu of cash distributions - Cost of shares repurchased (184) --------- Increase in Net Assets Derived from Capital Share Transactions 10,593 --------- Total increase in net assets 11,519 Net Assets: Beginning of period - --------- End of period $ 11,519 ========= Capital Share Transactions: Class A: Shares issued 1,054 Shares issued in lieu of cash distributions - Shares repurchased (17) --------- Net increase in capital shares 1,037 =========
* Commencement of operations The accompanying notes are an integral part of the financial statements. Emerging Markets Equity Portfolio SEI International Trust Financial Highlights Unaudited For the period January 17, 1995 through May 17, 1995
For a Share Outstanding Throughout each Period Net Asset Distributions Distributions Value Net Net Realized from Net from Net Asset Beginning Investment and Unrealized Investment Realized Capital Value End Total of Period Income Gain Income Gains of Period Return - ----------------------------------------------------------------------------------------------------------------------------- Emerging Markets Equity Portfolio - --------------------------------- Class A 1995* $10.00 $0.02 $1.09 - - $11.11 11.10% Ratio of Ratio of Net Investment Ratio of Expenses Income(Loss) Ratio of Net Investment to Average to Average Net Assets Expenses Income Net Assets Net Assets Portfolio End of to Average to Average (Excluding (Excluding Turnover Period(000) Net Assets Net Assets Waivers) Waivers) Rate - ---------------------------------------------------------------------------------------------------------------- Emerging Markets Equity Portfolio - --------------------------------- Class A 1995* $ 11,519 1.95% 1.17% 3.30% (0.18)% 60%
* Shares were offered beginning January 17, 1995. All ratios for that period have been annualized. The accompanying notes are an integral part of the financial statements. Emerging Markets Equity Portfolio SEI International Trust Notes to Financial Statements Unaudited May 17, 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 International 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"). These financial statements relate to the Emerging Markets Equity Portfolio (the "Portfolio") which commenced operations on January 17, 1995. The following is a summary of significant accounting policies followed by the Portfolio. Security Valuation - Investment securities which are listed on a securities exchange for which market quotations are readily available are valued by an independent pricing service 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 approximates market value. Net Asset Value Per Share - The net asset value per share of the 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 agreements are held by the custodian bank until maturity of the repurchase agreements. Provisions of the repurchase agreements and procedures adopted by the Trust require that the market value of the collateral, including accrued interest thereon, is sufficient in the event of default by the counterparty. The Portfolio may also invest in tri-party repurchase agreements. Securities held as collateral for tri-party repurchase agreements are maintained in a segregate 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 by the counterparty of the Portfolio. 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 Portfolio are maintained in U.S. dollars. Foreign currency amounts are translated into U.S. dollars on the following basis: (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 transactions. The Portfolio does 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 equity securities. The Portfolio reports gains and losses on foreign currency related transactions as realized and unrealized gains and losses for financial reporting purposes, whereas such gains and losses are treated as ordinary income or loss for Federal income tax purposes. Emerging Markets Equity Portfolio SEI International Trust Notes to Financial Statements (Continued) Unaudited May 17, 1995 Other - Security transactions are accounted for on the trade date of the security purchase or sale. Costs used in determining net realized capital gains and losses on the sale of investments securities are those of the specific securities sold. Purchase discounts and premiums on securities held by the Portfolio are accreted and amortized to maturity using the scientific interest method, which approximates the effective interest method. Distributions from net investment income and any net realized capital gains are generally made to Shareholders annually. Dividend income is recognized on the ex-dividend date and interest income is recognized using the accrual method. Federal Income Taxes - It is the intention of the Portfolio to qualify as a regulated investment company for Federal income tax purposes and to distribute all of its taxable income and net capital gains. Accordingly, no provision for Federal income taxes is required in the accompanying statements. 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 the Fund for an annual fee equal to .65% of the daily net assets of the Portfolio. The manager has agreed to waive all or a portion of its fees in order to limit the operating expenses of the Portfolio to 1.95% of its average daily net assets. SEI Financial Management Corporation (SFM), the advisor for the Portfolio, is a party to an investment advisory agreement dated December 16, 1994. Under the Investment Advisory Agreement, SFM receives an annual fee of 1.05% of the daily net assets of the Portfolio. Pursuant to a Sub-Advisory Agreement with SFM, Montgomery Asset Management, L.P. serves as Sub-Advisor to the Portfolio. SEI Financial Service Company (the "Distributor"), a wholly owned subsidiary of the 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 distributions. Such expenses may not exceed .30% of the daily average net assets of the 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. Certain Officers and/or Trustees of the Trust are also Officers and/or Directors of the Manager. Compensation of Officers and affiliated Trustees is paid by the manager. 4. Organization Costs: Organizational costs have been capitalized by the Portfolio and are being amortized using the straight line method over sixty months commencing with operations. In the event any of the initial shares of the Portfolio acquired by the Manager are redeemed during the period that the Portfolio is amortizing its organizational costs, the redemption proceeds payable to the Manager by the Portfolio will be reduced by an amount equal to a pro rata portion of the unamortized organizational costs. Emerging Markets Equity Portfolio SEI International Trust Notes to Financial Statements (Concluded) Unaudited May 17, 1995 5. 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 May 17, 1995, were as follows:
Purchases Sales (000) (000) ----- ----- Emerging Markets Equity Portfolio $ 13,612 $ 3,478
For Federal income tax purposes, the cost of securities owned at May 17, 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 depreciation at May 17, 1995 for the Portfolio is as follows:
Net Appreciated Depreciated Unrealized Securities Securities Appreciation (000) (000) (000) ---------- ----------- ------------ Emerging Markets Equity Portfolio $ 917 $( 75) $ 842
EX-99.17.D 9 1995 ANNUAL REPORT LETTER TO SHAREHOLDERS - -------------------------------------------------------------------------------- TO OUR SHAREHOLDERS: The fiscal year ended February 28, 1995 provided classic examples of both the risks and the potential rewards of international investing. For instance, one of the primary risks of international investing is that of economic and/or political instability--a risk that was illustrated well in De- cember of 1994 by the unexpected devaluation of the Mexican peso. In addition, January's Kobe earthquake and the collapse of Barings Plc in February were two other catastrophes that negatively influenced international investing. These events and their aftermaths demonstrate the importance of maintaining a true global strategy, with investments diversified among many nations. This includes investment in developed economies, where both the governments and the economies are more stable. This is evident in our Core International Equity, Pacific Ba- sin Equity, and European Equity Portfolios that emphasize investment in devel- oped economies and have no exposure to the Mexican stock market. Fortunately, the Mexican crisis and other global difficulties were mitigated somewhat by one of the potential rewards of international investing, which is the ability to benefit from favorable currency fluctuations. As the dollar posted new lows against the German mark and the Japanese yen, weaknesses in lo- cal terms were balanced by gains in dollar terms. For instance, while German government bonds returned only 2.40% locally, their U.S. dollar return was 19.36%, Japanese bonds were also lackluster on a local basis with a return of 3.39%, but delivered a 11.35% gain to U.S. dollar investors. Looking forward, we believe that despite their inherent risk, the global mar- kets offer tremendous opportunities for long-term investors, and add an impor- tant measure of diversification to any domestic portfolio. Therefore, we con- tinue to approach these markets using prudent investment strategies that empha- size value and seek to minimize undue risk. We look forward to putting these strategies to work for you in the months and years ahead. Sincerely, /s/ David G. Lee David G. Lee President and Chief Executive Officer TABLE OF CONTENTS - -------------------------------------------------------------------------------- REVIEW OF NON-U.S. EQUITY MARKETS........................................... 1 REVIEW OF NON-U.S. BOND MARKETS............................................. 3 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FUND PERFORMANCE CORE INTERNATIONAL EQUITY................................................. 4 EUROPEAN EQUITY .......................................................... 5 PACIFIC BASIN EQUITY...................................................... 7 INTERNATIONAL FIXED INCOME ............................................... 9 STATEMENT OF NET ASSETS/SCHEDULE OF INVESTMENTS............................. 11 STATEMENT OF ASSETS AND LIABILITIES ........................................ 21 STATEMENT OF OPERATIONS .................................................... 22 STATEMENT OF CHANGES IN NET ASSETS ......................................... 23 FINANCIAL HIGHLIGHTS ....................................................... 24 NOTES TO FINANCIAL STATEMENTS .............................................. 25 REPORT OF INDEPENDENT ACCOUNTANTS .......................................... 30 NOTICE TO SHAREHOLDERS...................................................... 31
REVIEW OF NON-U.S. EQUITY MARKETS - -------------------------------------------------------------------------------- SEI International Trust -- February 28, 1995 Global equity markets fought a losing battle with rising interest rates and in- vestor uncertainty for most of the past twelve months and posted generally poor results in local currency terms. For the fiscal year ended February 28, 1995, the Morgan Stanley Capital International Europe, Australia, Far East Index (EAFE) fell by 13.4% in local currency terms. Persistent dollar weakness against the Japanese yen and major European currencies, however, stemmed this loss to only 4.5% in U.S. dollar terms. As measured by the IFC Investable Com- posite Index, developing markets were hit even harder, falling by 14.5% as in- vestors reconsidered the potential risk of these markets in the wake of the Mexican peso devaluation. During the Trust's fiscal year, preemptive credit tightening and a series of spectacular events have caused investors to dramatically reassess the valua- tions of equities, thus affecting returns. Moves by the U.S. Federal Reserve Board (the "Fed") to tighten interest rates in February and March of 1994 caused most non-U.S. markets to sell off. The smaller Asian markets were par- ticularly hard hit due in part to their ties to U.S. interest rates or their proximity to emerging markets. Fears of liquidity rationing caused many invest- ors to retreat from emerging markets. European markets eased slightly, but re- turns were buoyed by dollar weakness. In contrast, the Japanese market posted gains in local currency terms as investors took advantage of earlier sell-offs to bargain hunt and increasing evidence of an economic recovery. Further Fed hikes and dollar weakness continued to dominate non-U.S. markets through the spring and into the summer. In early fall, however, the markets be- gan to respond to local influences. Positive corporate announcements in Europe bolstered markets in the region, although currency gains persisted as major components of returns for U.S. investors. Many Japanese stocks began to give back earlier gains as investors questioned the pace of economic recovery. The late fall and winter months brought heightened volatility to interna- tional markets. A short-lived dollar rally was consumed by the Mexican peso crisis, and investors sought the perceived relative safety of the German mark and Japanese yen. The decision by the Mexican government shortly before Christ- mas to allow the peso to freely float raised concerns about the financial sta- bility and commitment to economic reform of other developing markets. Global interest rate hikes gave investors further reasons to abandon the prospective growth of emerging markets for the safety of developed markets. As the fiscal year ended, the Pacific Rim hosted a series of events that lit- erally and figuratively shook the financial markets. Although short-lived and of limited economic influence, January's Kobe earthquake and February's col- lapse of Barings Plc gave investors further reasons to avoid equities. 1 REVIEW OF NON-U.S. EQUITY MARKETS - -------------------------------------------------------------------------------- SEI International Trust -- February 28, 1995 (BAR GRAPH APPEARS HERE) Bar graphs depicting the returns of World Equity Markets, Select European Equity Markets and Pacific Basin Equity Markets in U.S. dollars for the period March 1, 1994 to February 28, 1995. 2 REVIEW OF NON-U.S. BOND MARKETS - -------------------------------------------------------------------------------- SEI International Trust -- February 28, 1995 Interest rates around the world rose dramatically over the twelve month pe- riod ending February 28, 1995. The Federal Reserve Board's rate increases, which began in the first quarter of 1994, put the world markets on alert for signs of inflation. Further U.S. rate increases and signs of recovery in the U.S., Europe and Japan gave birth to forecasts of a global recovery and rising price levels as the year continued. The strengthening world economy benefited the higher-yielding government bond markets during the first half of the year. Italy, France, Sweden, and Spain outperformed Germany and Japan as investors believed that the improving economy would heal the fiscal, political, and employment problems that plagued these markets. But as the summer came to a close, the higher-yielding markets began to suffer from a variety of domestic crises. In Italy, the government of Prime Minister Silvio Berlusconi failed a confidence vote and was replaced by an in- terim government headed by Lamberto Dini. The fate of the government's pension reforms, the key component of Italy's massive deficit, became unclear and Ital- ian bond yields rose while the lira fell to record lows against other curren- cies. In Spain, the government of Prime Minister Gonzalez lost its political strength after accusations of involvement in death squads surfaced. And in France, the elections scheduled for May 1995 became the primary focus of the bond and currency markets. Jacques Delors, the market's favorite candidate, did not enter the presidential race and the outlook for improved fiscal restraint and deficit reduction bleakened. With a focus on quality and safety, investors turned to the core markets of Germany, the Netherlands, and Belgium in the latter half of the year. The U.S. dollar depreciated against other currencies throughout the year, dropping pre- cipitously after Mexico's decision to devalue the peso. Dollar depreciation served to improve the lackluster bond market returns throughout the world. For example, according to the Salomon Non-U.S. World Government Bond Unhedged In- dex, the local market return of German government bonds of 2.40% was boosted to 19.36% when measured in U.S. dollar terms. Similarly, Japanese bonds returned 3.39% in local currency terms and 11.35% when measured in U.S. dollar terms. [GRAPH APPEARS HERE] A line graph depicting the Comparative Yields to maturity of 10-Year Government Bonds in the U.S., Japan, U.K. and Germany for the period February 1994 to February 1995. 3 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FUND PERFORMANCE - -------------------------------------------------------------------------------- SEI International Trust -- February 28, 1995 CORE INTERNATIONAL EQUITY PORTFOLIO OBJECTIVE. The Core International Equity Portfolio seeks to provide capital appreciation through investments in equity securities of non-U.S. issuers. The Portfolio also seeks to provide U.S. investors with a vehicle for international diversification which can reduce the variability of portfolio returns to the extent that foreign markets have a relatively low correlation with the U.S. market STRATEGY. On November 7, 1994, the Portfolio was restructured to incorporate a multi-manager strategy. Acadian Asset Management, Inc. and WorldInvest Lim- ited replaced Brinson Partners, Inc. as sub-advisers to the Portfolio. Acadian follows a quantitatively based country allocation process with stock selection focusing on large cap, value securities. Country deviation from the benchmark and overall positioning of the Portfolio are tightly risk-controlled. Active currency management is minimal. WorldInvest uses a "top-down" approach to in- vesting that can result in measured deviations away from the benchmark. Secu- rity selection focuses on value criteria. Currency management is most typically demonstrated at the country allocation level. The result of these investment styles is a Portfolio characterized by large capitalization, value-oriented se- curities with lower price-to-earnings and market-to-book ratios and above-aver- age dividend yields. ANALYSIS. The total return of the Core International Equity Portfolio was - 7.67% for the fiscal year ended February 28, 1995 . By comparison, the Morgan Stanley Europe, Australia, Far East Index (EAFE) returned -4.5%. - -------------------------------------------------------------------------------- CORE INTERNATIONAL EQUITY - -------------------------------------------------------------------------------- AVERAGE ANNUAL TOTAL RETURN/1/ - --------------------------------------------------------------------------------
One Inception Year Five-Year to Date - -------------------------------------------------------------------------------- Core International Equity, Class A -7.67% 2.99% 2.13% - -------------------------------------------------------------------------------- Core International Equity, ProVantage w/o Load -7.95% 2.93% 2.08% - -------------------------------------------------------------------------------- Core International Equity, ProVantage w/Load -12.56% 1.95% 1.18% - --------------------------------------------------------------------------------
A line graph depicting the total growth (including reinvestment of dividends and capital gains) of a hypothetical investment of $10,000 in SEI Core International Equity Portfolio Class A and ProVantage Funds Class shares from December 31, 1989 through February 28, 1995 as compared with the growth of a $10,000 investment in the Morgan Stanley EAFE Index. The plot points used to draw the line graph were as follows: [GRAPH APPEARS HERE] COMPARISON OF CHANGE IN THE VALUE OF A $10,000 INVESTMENT IN THE CORE INTERNATIONAL EQUITY PORTFOLIO, CLASS A, VERSUS THE CORE INTERNATIONAL EQUITY PORTFOLIO, PROVANTAGE AND THE MORGAN STANLEY EAFE INDEX
GROWTH OF GROWTH OF $10,000 GROWTH OF $10,000 INVESTED $10,000 INVESTED IN INVESTED IN IN PROVANTAGE THE MORGAN Measurement period CLASS A FUNDS CLASS STANLEY EAFE (Fiscal Year Covered) SHARES SHARES Index - --------------------- --------- ----------- ------------ 12/31/89 $10,000 $ 9,500 $10,000 2/28/90 $ 9,573 $ 9,094 $ 8,957 2/28/91 $ 9,607 $ 9,127 $ 8,751 2/29/92 $ 9,451 $ 8,978 $ 8,101 2/28/93 $ 9,656 $ 9,173 $ 7,766 2/28/94 $12,016 $11,415 $10,809 2/28/95 $11,094 $10,507 $10,329
/1/For the periods ended February 28, 1995. Past performance is no indication of future performance. ProVantage Funds Class opened on May 1, 1994. The performance shown for the ProVantage Funds Class prior to such date is based on the performance of Class A Shares adjusted to reflect the maximum sales charge of 5.0% for the ProVantage Funds Class. Class A Shares were offered beginning December 30, 1989. As noted in the Review of Non-U.S. Equity Markets, dollar-based international investors benefited greatly from currency movements over the past year. In lo- cal currency terms, the EAFE markets returned -13.4% as rising global interest rates caused investors to reassess company valuations. However, persistent dol- lar weakness, particularly against the Japanese yen and German mark, enhanced returns for U.S. investors. Within regions, European markets as measured by the MSCI Europe Index, fared slightly better than Pacific 4 rates caused investors to reassess company valuations. However, persistent dol- lar weakness, particularly against the Japanese yen and German mark, enhanced returns for U.S. investors. Within regions, European markets as measured by the MSCI Europe Index, fared slightly better than Pacific 4 - ------------------------------------------------------------------------------- CORE INTERNATIONAL EQUITY (continued) [GRAPH APPEARS HERE] A line graph depicting currency values in U.S. dollars versus major world currencies (Japanese yen, British pound, and the German mark) for the period February 1994 to February 1995. markets as measured by the MSCI Pacific Index, falling by 9.7% versus a slide of 16.6%. The Portfolio's underperformance relative to the EAFE is chiefly attribut- able to currency hedging activities. Until the November restructuring, the Portfolio utilized foreign currency hedges that reduced its exposure to the Japanese yen and the German mark. Exposure to the U.S. and Canadian dollars was generally above 50%. An overweight to banking stocks which reacted poorly to rising interest rates also hampered results. An underweighting to Japanese stocks proved favorable. However, a mix within Japan that emphasized exporters in anticipation of a fall in the yen's value undermined the favorable country allocation. Underweightings to smaller markets in Asia (Hong Kong, Malaysia and Singapore) that were maintained by the previous adviser to the Portfolio generally proved beneficial. Since the restructuring, the Portfolio has moved in line with the perfor- mance of EAFE. Over the last three months of the fiscal year (roughly corre- lating with the adviser change on November 7), the Portfolio has slipped by 3.75% while EAFE has fallen by 3.5%. Significant changes in the Portfolio's structure accompanying the adviser change included a sharp reduction in dollar exposure and an expansion of holdings in smaller European and Pacific markets. As of the end of the fiscal year, the yen hedge was approximately 10% (versus 20% to 25% previously) and overall Japanese holdings were reduced re- flecting the uncertain shape of the local recovery. Canadian dollar exposure also was reduced in line with security holdings. Little other currency hedging activity was taking place or contemplated at the present. PORTFOLIO MARKET ALLOCATIONS VERSUS MSCI EAFE INDEX
FEBRUARY 28, 1995 FEBRUARY 28, 1994 ------------------- ------------------- PORTFOLIO EAFE PORTFOLIO EAFE ------------------- ------------------- Australia 7.0% 4.8% 6.5% 2.7% Belgium 2.9% 0.8% 2.4% 1.1% Canada 2.6% 1.1% 3.1% 0.0% France 10.4% 7.8% 6.9% 6.1% Germany 4.1% 6.9% 2.8% 5.9% Hong Kong 2.6% 4.2% 1.6% 4.0% Italy 2.8% 2.3% 1.7% 2.1% Japan 30.7% 32.1% 33.2% 44.1% Netherlands 3.7% 6.0% 5.1% 3.1% New Zealand 3.0% 0.8% 1.6% 0.4% Spain 2.5% 2.7% 2.8% 1.9% Sweden 1.0% 2.4% 0.0% 1.5% Switzerland 2.5% 4.4% 3.1% 4.6% United Kingdom 17.5% 14.9% 17.8% 16.5% All Other 5.1% 8.4% 0.0% 6.0% Cash 1.6% 0.0% 11.5% 0.0%
Numbers may not add up to 100% due to rounding. EUROPEAN EQUITY PORTFOLIO OBJECTIVE. The European Equity Portfolio seeks to provide long-term capital appreciation by investing primarily in a diversified portfolio of equity secu- rities of issuers located in Europe. 5 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FUND PERFORMANCE - -------------------------------------------------------------------------------- SEI International Trust -- February 28, 1995 EUROPEAN EQUITY (continued) STRATEGY. The adviser utilizes a "bottom-up", stock driven approach to manag- ing the Portfolio. A country overlay is placed upon the firm's fundamental stock research to derive the final portfolio construction which is typically invested in 90 growth stocks across 12 markets. Additionally, the Portfolio will have a medium to small capitalization bias. The European Equity Portfolio will invest primarily in equity securities of issuers located in any of the following countries: United Kingdom, Germany, France, Austria, Belgium, Den- mark, Finland, Italy, Ireland, the Netherlands, Norway, Spain, Sweden, and Switzerland. ANALYSIS. Since its inception on April 29, 1994, the total return of the Eu- ropean Equity Portfolio was -0.40% versus a gain of 1.17% in the benchmark MSCI Europe Index. As noted in the Review of Non-U.S. Equity Markets, European stocks were hampered by rising global interest rates and concerns about the pace of economic expansion. Most markets posted losses in local currency terms over the past 12 months. A persistently weak dollar, however, enhanced returns for U.S.-based investors. The Portfolio's underperformance is principally due to a bias toward economi- cally sensitive stocks coupled with a representation in smaller and medium- sized companies. Fears of an aborted economic recovery caused investors to fa- vor more defensive stocks during the past ten months at the expense of economi- cally-sensitive companies. Rising interest rates depressed the shares of smaller companies which typically sell at premium multiples to their promising earnings growth rates. In addition, cash flow effects associated with the mar- keting of the Portfolio created a drag on Portfolio results. The Portfolio's country allocations generally contributed favorably to per- formance. Overall, European markets as measured by the MSCI Europe Index fell by 6.39% in local currency terms for the ten months ending February 28, 1995. Underweightings to markets undergoing political upheaval such as France and It- aly proved positive. From April 1994 to February 1995, French stocks slumped by 16.03% in local currency terms as measured by the MSCI France Index, while Italian shares plummeted by 18.39% in local currency terms as - -------------------------------------------------------------------------------- EUROPEAN EQUITY - -------------------------------------------------------------------------------- AVERAGE ANNUAL RETURN - --------------------------------------------------------------------------------
One Three Inception Month Month to Date - -------------------------------------------------------------------------------- European Equity, Class A 2.27% 1.63% -0.48% - --------------------------------------------------------------------------------
A line graph depicting the total growth (including reinvestment of dividends and capital gains) of a hypothetical investment of $10,000 in SEI European Equity Portfolio Class A shares from April 30, 1994 through February 28, 1995 as compared with the growth of a $10,000 investment on the MSCI Europe Index. The plot points used to draw the line graph were as follows: [GRAPH APPEARS HERE] COMPARISON OF CHANGE IN THE VALUE OF A $10,000 INVESTMENT IN THE EUROPEAN EQUITY PORTFOLIO, CLASS A, VERSUS THE MSCI EUROPE INDEX
GROWTH OF GROWTH OF $10,000 $10,000 INVESTED INVESTED Measurement period IN CLASS IN THE MSCI (Fiscal Year Covered) A SHARES EUROPE INDEX - --------------------- -------- ------------ 4/30/94 $10,000 $10,000 2/28/95 $ 9,959 $10,125
/1/For the period ended February 28, 1995. Past performance is no indication of future performance. Class A Shares were offered beginning April 29, 1994. 6 - -------------------------------------------------------------------------------- EUROPEAN EQUITY (continued) measured by the MSCI Italy Index. An overweight to Swedish stocks, which was gradually increased during the past ten months, also enhanced returns as re- flected by the MSCI Sweden Index's return of 2.59%. Swedish stocks were favored for their economically-sensitive profile and in acknowledgment of their more attractive valuations relative to German and Dutch industrials. Despite the Portfolio's favorable country allocations, poor stock selection and an unfavorable currency mix hampered results. The Portfolio's UK stocks in particular, hurt results. During the fourth calendar quarter, the Portfolio's smaller capitalization German stocks (such as software producer SAP) corrected sharply to a third quarter rally and exerted a negative impact on Portfolio performance. Currency allocation, which was in line with country allocations, also hindered results. In particular, the Portfolio's underweight to the Ger- man, Dutch and Swiss stocks imposed an underweighting to the mark, guilder and Swiss franc. For the ten months ended February 28, these "deutschemark bloc" currencies were among Europe's strongest performers versus the dollar--gaining more than 13%. Looking ahead, the Portfolio will maintain its commitment to economically- sensitive shares as the European economy continues to expand toward peak pro- duction. With U.S. interest rates appearing to have plateaued and political un- certainty in selected markets moving toward resolution, investors should begin to refocus on fundamentals, which have been quietly upbeat for the past several months. PORTFOLIO MARKET ALLOCATIONS VERSUS MSCI EAFE INDEX
FEBRUARY 28, 1995 FEBRUARY 28, 1994 ------------------- -------------------- PORTFOLIO EAFE PORTFOLIO EAFE ------------------- ----------- -------- Austria 0.0% 0.9% -- -- Belgium 1.3% 2.4% -- -- Denmark 1.1% 1.7% Finland 1.2% 1.2% France 9.8% 12.4% -- -- Germany 9.5% 15.0% -- -- Ireland 0.0% 0.6% Italy 2.7% 4.9% -- -- Netherlands 5.4% 8.2% -- -- Norway 1.8% 0.9% -- -- Spain 6.6% 3.5% -- -- Sweden 9.7% 3.7% -- -- Switzerland 7.2% 10.6% -- -- United Kingdom 35.5% 33.9% -- -- All Other 0.0% 0.0% -- -- Cash 8.3% 0.0% -- --
Fund was not open as of February 28, 1994 Numbers may not add up to 100% due to rounding. PACIFIC BASIN EQUITY PORTFOLIO OBJECTIVE. The Pacific Basin Equity Portfolio seeks to provide long-term cap- ital appreciation by investing primarily in a diversified portfolio of equity securities of issuers located in Japan and other markets in the Far East. STRATEGY. The adviser adopts a combined "top-down", "bottom-up" approach to managing the Pacific Basin Equity Portfolio. The Portfolio is typically in- vested in 12 markets and in 80 to 100 stocks. Further diversification is pro- vided by investment in a wide range of capitalization stocks. The Pacific Basin Equity Portfolio will invest primarily in equity securities of issuers located in any of the following countries: Japan, Hong Kong, Singapore, Malaysia, Aus- tralia, New Zealand and South Korea. 7 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FUND PERFORMANCE - -------------------------------------------------------------------------------- SEI International Trust -- February 28, 1995 PACIFIC BASIN EQUITY (continued) ANALYSIS. Launched on April 29, 1994, the total return of the Pacific Basin Equity Portfolio was -12.7% since its inception. The Portfolio has failed to beat its benchmark, the Morgan Stanley Capital International (MSCI) Pacific In- dex, which had a total return of -8.62% over the same time period. The primary reasons for the Portfolio's underperformance were an overexposure to South Ko- rea coupled with poor stock selection within Japan. Partially offsetting these influences were an overweight to Hong Kong securities, and an underweighted po- sition in Japanese stocks overall. The Portfolio was unable to invest in South Korean securities until October pending approval of local regulators. Shortly thereafter, on November 11, the Korean market hit its 1994 high and began a 15.69% slide (which lasted through the end of February) in response to the Korean central bank's adoption of strict monetary controls to reduce inflation. This tight monetary policy spurred local interest rates to their highest point in nearly three years, sending the equity market spiraling downward as investors sold off equities to invest in more attractive fixed income investments. Within Japan, the Portfolio emphasized consumer goods on the hopes of an eco- nomic recovery and exporters' anticipation of a fall in the value of the yen. Sluggish growth that has dominated Japan for the past year and a persistently strong yen undermined this strategy. Holdings in Japan were further hampered by a confluence of specific and unrelated events during January leading to an underperformance of 3% versus the benchmark. On January 17, the region of Osa- ka, centered around the city of Kobe was hit by a devastating earthquake. - -------------------------------------------------------------------------------- PACIFIC BASIN EQUITY - -------------------------------------------------------------------------------- AVERAGE ANNUAL TOTAL RETURN/1/ - --------------------------------------------------------------------------------
One Three Inception Month Month to Date - -------------------------------------------------------------------------------- Pacific Basin Equity, Class A -1.02% -9.81% -15.00% - --------------------------------------------------------------------------------
A line graph depicting the total growth (including reinvestment of dividends and capital gains) of a hypothetical investment of $10,000 in SEI Pacific Basin Equity Portfolio Class A shares from April 30, 1994 through February 28, 1995 as compared with the growth of a $10,000 investment in the MSCI Pacific Index. The plot points used to draw the line graph were as follows: [GRAPH APPEARS HERE] COMPARISON OF CHANGE IN THE VALUE OF A $10,000 INVESTMENT IN THE PACIFIC BASIN EQUITY PORTFOLIO, CLASS A VERSUS THE MSCI PACIFIC INDEX
GROWTH OF A GROWTH OF A $10,000 $10,000 INVESTMENT IN Measurement period INVESTMENT IN THE MSCI (Fiscal Year Covered) CLASS A SHARES PACIFIC INDEX - --------------------- -------------- ------------- 4/30/94 $10,000 $10,000 2/28/95 $ 8,730 $ 9,134
/1/For the period ended February 28, 1995. Past performance is no indication of future performance. Class A Shares were offered beginning April 29, 1994. Over the next few weeks, construction issues were bid up on the assumption of increased earnings through the rebuilding of the Osaka region. The Portfolio was underweighted to these issues as, absent the earthquake, fundamentals did not warrant investment. In addition, the region is a hub for overseas shipping which adversely affected the Portfolio given its bias toward exporters. Sepa- rately, during the last week of January, Sumitomo Bank announced that it would report a net loss for the first time since World War II. On the announcement, the banking sector rose just over ten percent on speculation that the rest of the banking sector would begin to finally write off bad loans acquired during the bubble economy 8 - -------------------------------------------------------------------------------- PACIFIC BASIN EQUITY (continued) years and reinvigorate the waning Japanese banking market. Banking related is- sues represent 30% of the Japanese market and, again reflecting an assessment of weak fundamentals, the Portfolio was significantly underweighted in this ar- ea. This underweight to banks helped as banking issues were steadily sold off all year as rising global interest rates were thought to hurt margins and loan volume. Overall investments in Japan were off 12.86% since the Portfolio's in- ception. As of February 28, 1995, the Portfolio is approximately 10% underweighted to Japan. The Portfolio's Hong Kong exposure, which has been maintained at nearly twice the benchmark exposure, enhanced performance for the fiscal year. The Hang Seng Index was down 5.36% from the Portfolio's inception through February 28, 1995. The Portfolio's Hong Kong representation is highly concentrated in Hang Seng securities, which is dominated by property stocks. These property stocks were sold off all year as local property prices went into a free fall, losing about 40% of its value from its peak at the beginning of 1994. PORTFOLIO MARKET ALLOCATIONS VERSUS MSCI EAFE INDEX
FEBRUARY 28, 1995 FEBRUARY 28, 1994 ------------------- -------------------- PORTFOLIO EAFE PORTFOLIO EAFE ------------------- ----------- -------- Australia 4.7% 5.1% -- -- Hong Kong 10.1% 5.9% -- -- Japan 62.0% 81.4% -- -- Malaysia 3.9% 4.6% -- -- New Zealand 1.7% 0.8% -- -- Singapore 4.1% 2.3% South Korea 7.2% 0.0% All Other 0.0% 0.0% -- -- Cash 6.3% 0.0% -- --
Fund was not open as of February 28, 1994 Numbers may not add up to 100% due to rounding. INTERNATIONAL FIXED INCOME PORTFOLIO OBJECTIVES. The International Fixed Income Portfolio seeks to provide capital appreciation and current income through investments in fixed income securities of non-U.S. issuers. The Portfolio also seeks to provide U.S.-based investors with a vehicle to diversify and enhance the returns of the domestic fixed in- come portion of their portfolios. The Portfolio invests primarily in high-qual- ity, non-U.S. dollar denominated government and corporate debt obligations. There are no restrictions on the Portfolio's average maturity, although the du- ration is expected to range between one and nine years. STRATEGY. Portfolio construction entails a two-stage process which combines fundamental macroeconomic analysis and technical price analysis. First, a fun- damental judgment is made about the direction of a market's interest rates and its currency. A technical price overlay is then applied to the fundamental po- sition to ensure that the Portfolio is not substantially overweighted in a de- clining market or underweighted in a rising one. Country and currency allocations are made separately. As a result, the Port- folio's currency exposure may differ from its underlying bond holdings. Invest- ments will generally be diversified across 6 to 12 countries with continual ex- posure to the three major trading blocs: North America, Europe, and the Pacific Basin. Depending upon the relative fundamental and technical views, each trad- ing bloc is over or underweighted relative to the Portfolio's benchmark index. Currency exposure is actively managed to maximize return through the use of forward currency contracts and cross-currency hedging techniques. 9 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FUND PERFORMANCE - -------------------------------------------------------------------------------- SEI International Trust -- February 28, 1995 INTERNATIONAL FIXED INCOME (continued) - -------------------------------------------------------------------------------- INTERNATIONAL FIXED INCOME - -------------------------------------------------------------------------------- AVERAGE ANNUAL TOTAL RETURN/1/ - --------------------------------------------------------------------------------
Inception One to Year Date - -------------------------------------------------------------------------------- International Fixed Income, Class A 8.43% 7.81% - --------------------------------------------------------------------------------
A line graph depicting the total growth (including reinvestment of dividends and capital gains) of a hypothetical investment of $10,000 in SEI International Fixed Income Portfolio Class A shares from September 30, 1993 through February 28, 1995 as compared with the growth of a $10,000 investment in the Salomon Non-U.S. World Government Bond Unhedged Index. The plot points used to draw the line graph were as follows: [GRAPH APPEARS HERE] COMPARISON OF CHANGE IN THE VALUE OF A $10,000 INVESTMENT IN THE INTERNATIONAL FIXED INCOME PORTFOLIO, CLASS A VERSUS THE SALOMON NON-U.S. WORLD GOVERNMENT BOND UNHEDGED INDEX
GROWTH OF A $10,000 INVESTMENT IN THE SALOMON GROWTH OF A NON-U.S. WORLD $10,000 GOVERNMENT Measurement period INVESTMENT IN BOND (Fiscal Year Covered) CLASS A SHARES UNHEDGED INDEX - --------------------- -------------- -------------- 9/30/93 $10,000 $10,000 2/28/94 $10,087 $10,089 2/28/95 $10,937 $11,156
/1/For the period ended February 28, 1995. Past performance is no indication of future performance. Class A Shares were offered beginning September 1, 1993. ANALYSIS: The International Fixed Income Portfolio posted a total return of 8.43% for the year ended February 28, 1995. By comparison, the Salomon Brothers Non-U.S. World Government Bond Index (Unhedged) returned 10.58% during the same time period. As noted in the Review of Non-U.S. Bond Markets, the higher-yielding markets of Europe were among the best performing markets during the first half of the fiscal year. The stability of foreign exchange rates coupled with improving economic conditions provided a lift to those countries struggling with budget deficits. Italian, French and Swedish bonds outperformed the core markets of Germany and the Netherlands, which were overweighted in the Portfolio, and per- formance lagged the index as a result. The Portfolio also suffered from its long duration stance versus the bench- mark index. Duration ranged between 120% and 140% of the index during early 1994, and as rising interest rates spread from the U.S. to Europe and Japan, the Portfolio suffered more price depreciation than the index. Portfolio dura- tion was pared back through the summer to approximately 90% of the index which allowed the Portfolio to recover some of its losses. Towards the end of 1994 and into 1995, the Portfolio's strategy of emphasiz- ing the core markets of Europe began to generate increasing returns. The deval- uation of the Mexican peso and the political problems of Italy, Spain and France drove investors to the deutschemark. The Italian lira and French franc touched lows against the deutschemark in early 1995. This benefited performance and the Portfolio recouped much of its underperformance from the first half of the fiscal year. MARKET ALLOCATIONS AND PORTFOLIO DURATION VERSUS THE SALOMON NON-U.S. WORLD GOVERNMENT BOND INDEX
MARKET WEIGHTING DURATION ---------------- --------------- PORTFOLIO INDEX PORTFOLIO INDEX --------- ------ --------- ----- Japan 30.99% 31.42% 6.52 5.54 Germany 36.86% 16.62% 5.60 4.53 Italy 3.22% 10.15% 3.12 3.21
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FUND PERFORMANCE - -------------------------------------------------------------------------------- SEI International Trust -- February 28, 1995 INTERNATIONAL FIXED INCOME (continued) - -------------------------------------------------------------------------------- INTERNATIONAL FIXED INCOME - -------------------------------------------------------------------------------- AVERAGE ANNUAL TOTAL RETURN/1/ - --------------------------------------------------------------------------------
Inception One to Year Date - -------------------------------------------------------------------------------- International Fixed Income, Class A 8.43% 7.81% - --------------------------------------------------------------------------------
A line graph depicting the total growth (including reinvestment of dividends and capital gains) of a hypothetical investment of $10,000 in SEI International Fixed Income Portfolio Class A shares from September 30, 1993 through February 28, 1995 as compared with the growth of a $10,000 investment in the Salomon Non-U.S. World Government Bond Unhedged Index. The plot points used to draw the line graph were as follows: [GRAPH APPEARS HERE] COMPARISON OF CHANGE IN THE VALUE OF A $10,000 INVESTMENT IN THE INTERNATIONAL FIXED INCOME PORTFOLIO, CLASS A VERSUS THE SALOMON NON-U.S. WORLD GOVERNMENT BOND UNHEDGED INDEX
GROWTH OF A $10,000 INVESTMENT IN THE SALOMON GROWTH OF A NON-U.S. WORLD $10,000 GOVERNMENT Measurement period INVESTMENT IN BOND (Fiscal Year Covered) CLASS A SHARES UNHEDGED INDEX - --------------------- -------------- -------------- 9/30/93 $10,000 $10,000 2/28/94 $10,087 $10,089 2/28/95 $10,937 $11,156
/1/For the period ended February 28, 1995. Past performance is no indication of future performance. Class A Shares were offered beginning September 1, 1993. ANALYSIS: The International Fixed Income Portfolio posted a total return of 8.43% for the year ended February 28, 1995. By comparison, the Salomon Brothers Non-U.S. World Government Bond Index (Unhedged) returned 10.58% during the same time period. As noted in the Review of Non-U.S. Bond Markets, the higher-yielding markets of Europe were among the best performing markets during the first half of the fiscal year. The stability of foreign exchange rates coupled with improving economic conditions provided a lift to those countries struggling with budget deficits. Italian, French and Swedish bonds outperformed the core markets of Germany and the Netherlands, which were overweighted in the Portfolio, and per- formance lagged the index as a result. The Portfolio also suffered from its long duration stance versus the bench- mark index. Duration ranged between 120% and 140% of the index during early 1994, and as rising interest rates spread from the U.S. to Europe and Japan, the Portfolio suffered more price depreciation than the index. Portfolio dura- tion was pared back through the summer to approximately 90% of the index which allowed the Portfolio to recover some of its losses. Towards the end of 1994 and into 1995, the Portfolio's strategy of emphasiz- ing the core markets of Europe began to generate increasing returns. The deval- uation of the Mexican peso and the political problems of Italy, Spain and France drove investors to the deutschemark. The Italian lira and French franc touched lows against the deutschemark in early 1995. This benefited performance and the Portfolio recouped much of its underperformance from the first half of the fiscal year. MARKET ALLOCATIONS AND PORTFOLIO DURATION VERSUS THE SALOMON NON-U.S. WORLD GOVERNMENT BOND INDEX
MARKET WEIGHTING DURATION ---------------- --------------- PORTFOLIO INDEX PORTFOLIO INDEX --------- ------ --------- ----- Japan 30.99% 31.42% 6.52 5.54 Germany 36.86% 16.62% 5.60 4.53 Italy 3.22% 10.15% 3.12 3.21 France 3.80% 9.71% 4.21 5.31 United Kingdom 8.72% 8.44% 7.27 5.92 Netherlands 5.70% 4.88% 5.05 5.47 Canada 1.95% 4.18% 7.81 5.05 Belgium 0.87% 4.06% 4.65 4.70 Spain 0.96% 3.30% 5.75 3.51 Denmark 1.53% 2.18% 5.64 4.35 Sweden 0.27% 2.08% 4.60 4.24 Australia 1.17% 1.32% 4.60 4.48 Austria 0.00% 1.16% 0.00 4.60 Switzerland (0.08)% 0.00% 0.00 0.00 New Zealand 1.76% 0.00% 2.17 0.00 European Currency Unit 0.88% 0.00% 0.00 0.00 United States 1.40% 0.00% 0.21 0.00
10 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
- --------------------------------------------------------------------------------
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
11 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
11 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
- --------------------------------------------------------------------------------
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
12 - -------------------------------------------------------------------------------- - --------------------------------------------------------------------------------
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 --------
- --------------------------------------------------------------------------------
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 --------
13 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 ---------
14 - -------------------------------------------------------------------------------- - --------------------------------------------------------------------------------
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
- --------------------------------------------------------------------------------
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
15 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
- --------------------------------------------------------------------------------
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
16 - -------------------------------------------------------------------------------- - --------------------------------------------------------------------------------
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 ------
17 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
- --------------------------------------------------------------------------------
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 ------
18 - -------------------------------------------------------------------------------- - --------------------------------------------------------------------------------
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 -------
19 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. 20 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. 21 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. 22 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
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 -------------------- --------- --------- --------- ----------------- 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. 23 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. 24 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- 25 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: 26 - -------------------------------------------------------------------------------- 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. 27 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 28 - -------------------------------------------------------------------------------- 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
29 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 30 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. 31 - -------------------------- SEI INTERNATIONAL TRUST - -------------------------- ANNUAL REPORT - -------------------------- February 28, 1995 Robert A. Nesher Chairman TRUSTEES Edward W. Binshandler Richard F. Blanchard William M. Doran F. Wendell Gooch Frank E. Morris James M. Storey OFFICERS David G. Lee President and Chief Executive Officer Carmen V. Romeo Treasurer, Assistant Secretary Jeffrey A. Cohen Controller, Assistant Secretary Sandra K. Orlow Vice President, Assistant Secretary Kevin P. Robins Vice President, Assistant Secretary Robert B. Carroll Vice President, Assistant Secretary Kathryn L. Stanton Vice President, Assistant Secretary Richard W. Grant Secretary INVESTMENT ADVISORS Core International Equity Portfolio/Emerging Markets Equity Portfolio SEI Financial Management Corporation European Equity Portfolio Morgan Grenfell Investment Services Limited Pacific Basin Equity Portfolio Schroder Capital Management International Limited International Fixed Income Portfolio Strategic Fixed Income L.P. MANAGER AND SHAREHOLDER SERVICING AGENT SEI Financial Management Corporation DISTRIBUTOR SEI Financial Services Company LEGAL COUNSEL Morgan, Lewis & Bockius INDEPENDENT ACCOUNTANTS Price Waterhouse LLP This annual report and the financial statements contained herein are submitted for the general information of the shareholders of the Trust and must be preceded or accompanied by a current prospectus. Shares of the SEI Funds are not deposits or obligations of, or guaranteed or endorsed by, any bank. The shares are not federally insured by the Federal Deposit Insurance Corporation (FDIC), the Federal Reserve Board, or any other government agency. Investment in the shares involves risk, including the possible loss of principal. SEI Financial Services Company, the Distributor of the SEI Funds, is not affiliated with any bank. For more information call 1.800.DIAL.SEI/1.800.342.5734 SEI-F-018-04 EX-99.17.E 10 PROXY CARDS Exhibit 17(E) THE PACIFIC BASIN EQUITY PORTFOLIO OF THE SEI INTERNATIONAL TRUST PROXY FOR SPECIAL MEETING OF SHAREHOLDERS March 15, 1996 THIS PROXY IS SOLICITED BY THE BOARD OF TRUSTEES OF THE PACIFIC BASIN EQUITY PORTFOLIO This Proxy is for your use in voting on various matters relating to the Reorganization of the Pacific Basin Equity Portfolio and the International Equity Portfolio of the SEI International Trust ("International Trust"). The undersigned Shareholder(s) of the Pacific Basin Equity Portfolio revoking previous proxies, hereby appoint(s) David G. Lee and Robert B. Carroll and each of them (with full power of substitution), the proxy or proxies of the undersigned to attend the Special Meeting of Shareholders of the Pacific Basin Equity Portfolio to be held on March 15, 1996, and any adjournments thereof, to vote all of the shares of the Pacific Basin Equity Portfolio that the signer would be entitled to vote if personally present at the Special Meeting of Shareholders and on any other matters brought before the Meeting, all as set forth in the Notice of Special Meeting of Shareholders. Said proxies are directed to vote or refrain from voting pursuant to the Proxy Statement as indicated upon the matters set forth below. The Board of Trustees of the Pacific Basin Equity Portfolio is soliciting the approval of the proposed Agreement and Plan of Reorganization and Liquidation (the "Plan"). In order to be approved, greater than 50% of the shares of each of the Pacific Basin Equity Portfolio that are outstanding and entitled to vote at the Meeting must vote to approve the Plan. All capitalized terms used herein have the same meaning given them in the Prospectus/Proxy Statement of the International Equity Portfolio dated January 22, 1996 or in the Plan. THE BOARD OF TRUSTEES OF THE PACIFIC BASIN EQUITY PORTFOLIO RECOMMENDS THAT THE SHAREHOLDERS OF THE PACIFIC BASIN EQUITY PORTFOLIO VOTE "FOR" THE APPROVAL OF THE FOLLOWING PROPOSAL: The undersigned, a Shareholder of the Pacific Basin Equity Portfolio, hereby votes in the following manner: (1) the approval or disapproval of an Agreement and Plan of Reorganization and Liquidation providing for (i) the transfer of substantially all of the assets and liabilities of the Pacific Basin Equity Portfolio to the International Equity Portfolio in exchange for Class A Shares of the International Equity Portfolio; (ii) the distribution of the International Equity Portfolio Shares so received to shareholders of the Pacific Basin Equity Portfolio; and (iii) the termination under state law of the Pacific Basin Equity Portfolio. ____ FOR ____ AGAINST ____ ABSTAIN (2) To transact such other business as may properly come before the Meeting. This Proxy will be voted as indicated above. If no indication is made, this Proxy will be voted FOR the proposal set forth above. The undersigned acknowledges receipt with this proxy of a copy of the Notice of Special Meeting of Shareholders and the Prospectus/Proxy Statement of the Board of Trustees. Please Date: ---- Date: _________________, 1995 Please print and sign your name in the space provided to authorize the voting of your shares as indicated and return promptly. When signing on behalf of a corporation, partnership, estate, trust, or in any other representative capacity, please sign your name and title. For joint accounts, each joint owner must sign. ____________________________ _________________________________ (Signature of Shareholder) (Co-owner signature, if any) ____________________________ _________________________________ (Printed Name of Shareholder) (Printed name of co-owner, if any) PLEASE COMPLETE, SIGN, DATE, AND RETURN THIS PROXY PROMPTLY USING THE ENCLOSED ENVELOPE. THE EUROPEAN EQUITY PORTFOLIO OF THE SEI INTERNATIONAL TRUST PROXY FOR SPECIAL MEETING OF SHAREHOLDERS March 15, 1996 THIS PROXY IS SOLICITED BY THE BOARD OF TRUSTEES OF THE EUROPEAN EQUITY PORTFOLIO This Proxy is for your use in voting on various matters relating to the Reorganization of the European Equity Portfolio and the International Equity Portfolio of the SEI International Trust ("International Trust"). The undersigned Shareholder(s) of the European Equity Portfolio revoking previous proxies, hereby appoint(s) David G. Lee and Robert B. Carroll and each of them (with full power of substitution), the proxy or proxies of the undersigned to attend the Special Meeting of Shareholders of the European Equity Portfolio to be held on March 15, 1996, and any adjournments thereof, to vote all of the shares of the European Equity Portfolio that the signer would be entitled to vote if personally present at the Special Meeting of Shareholders and on any other matters brought before the Meeting, all as set forth in the Notice of Special Meeting of Shareholders. Said proxies are directed to vote or refrain from voting pursuant to the Proxy Statement as indicated upon the matters set forth below. The Board of Trustees of the European Equity Portfolio is soliciting the approval of the proposed Agreement and Plan of Reorganization and Liquidation (the "Plan"). In order to be approved, greater than 50% of the shares of each of the European Equity Portfolio that are outstanding and entitled to vote at the Meeting must vote to approve the Plan. All capitalized terms used herein have the same meaning given them in the Prospectus/Proxy Statement of the International Equity Portfolio dated January 22, 1996 or in the Plan. THE BOARD OF TRUSTEES OF THE EUROPEAN EQUITY PORTFOLIO RECOMMENDS THAT THE SHAREHOLDERS OF THE EUROPEAN EQUITY PORTFOLIO VOTE "FOR" THE APPROVAL OF THE FOLLOWING PROPOSAL: The undersigned, a Shareholder of the European Equity Portfolio, hereby votes in the following manner: (1) the approval or disapproval of an Agreement and Plan of Reorganization and Liquidation providing for (i) the transfer of substantially all of the assets and liabilities of the European Equity Portfolio to the International Equity Portfolio in exchange for Class A Shares of the International Equity Portfolio; (ii) the distribution of the International Equity Portfolio Shares so received to shareholders of the European Equity Portfolio; and (iii) the termination under state law of the European Equity Portfolio. ____ FOR ____ AGAINST ____ ABSTAIN (2) To transact such other business as may properly come before the Meeting. This Proxy will be voted as indicated above. If no indication is made, this Proxy will be voted FOR the proposal set forth above. The undersigned acknowledges receipt with this proxy of a copy of the Notice of Special Meeting of Shareholders and the Prospectus/Proxy Statement of the Board of Trustees. Please Date: ---- Date: _________________, 1995 Please print and sign your name in the space provided to authorize the voting of your shares as indicated and return promptly. When signing on behalf of a corporation, partnership, estate, trust, or in any other representative capacity, please sign your name and title. For joint accounts, each joint owner must sign. ____________________________ _________________________________ (Signature of Shareholder) (Co-owner signature, if any) ____________________________ _________________________________ (Printed Name of Shareholder) (Printed name of co-owner, if any) PLEASE COMPLETE, SIGN, DATE, AND RETURN THIS PROXY PROMPTLY USING THE ENCLOSED ENVELOPE. EX-99.17.F 11 24F-2 NOTICE Exhibit 17(f) [LETTERHEAD OF SEI] April 21, 1995 Securities & Exchange Commission 450 5th Street, N.W. Washington, DC 20549 RE: Rule 24f-2 Notice for SEI International Trust (the "Trust") File No. 811-5601 ----------------- Ladies and Gentlemen: Pursuant to Rule 24f-2 under the Investment Company Act of 1940, you are hereby notified as follows: (i) the fiscal year of the Trust for which this Notice is filed is the year ended February 28, 1995. (ii) the number of securities of the same class of the Trust which had been registered under the Securities Act of 1933 other than pursuant to Rule 24f-2 which remained unsold at the beginning of such fiscal year was: 0 (iii) the number of securities of the Trust registered during such fiscal year other than pursuant to Rule 24f-2 was: 0 (iv) the number of securities of the Trust sold during such fiscal year was: 45,441,448. (v) the number of securities of the Trust sold during such fiscal year in reliance upon registration pursuant to Rule 24f-2 was: 45,441,448. This Notice is accompanied by an opinion of counsel as to whether the securities, the registration of which this Notice makes definite in number, were legally issued, fully paid and non-assessable as required by paragraphs (b)(1)(v) and (c), respectively, of Rule 24f-2. Securities and Exchange Commission Page Two April 21, 1995 *Pursuant to Rule 24f-2(c) the filing fee accompanying this Notice was calculated as follows: (a) actual aggregate sale price of securities sold pursuant to Rule 24f-2 during fiscal year (paragraph (v) above): $472,721,483 (b) reduced by the difference between: (1) the actual aggregate re- demption price of securities of the Trust redeemed by the Trust during such fiscal year; $511,819,008 and (2) the actual aggregate re- demption price of such redeemed securities previously applied pursuant to Rules 24e-2(a) and 24e-1 of the Act; $(39,097,525) Fee calculated pursuant to Section 6(b) of the Securities Act of 1933: $100.00 THIS FEE WILL BE WIRED TO THE SEC'S ACCT AT MELLON BANK ON 4/20/96. Very truly yours, By: /s/ Jeffrey A. Cohen -------------------- Jeffrey A. Cohen Controller -----END PRIVACY-ENHANCED MESSAGE-----